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AMENDMENT AND RESTATEMENT

OF THE

PROFIT SHARING PLAN FOR EMPLOYEES

ALLIANCEBERNSTEIN L.P.

(As amended through September 1, 2007)

TABLE OF CONTENTS

PAGE

ARTICLE I	DEFINITIONS.	2

ARTICLE II	MEMBERSHIP	12

ARTICLE III	CREDITING OF SERVICE	15

ARTICLE IV	COMPANY CONTRIBUTIONS	17

ARTICLE V	MEMBER SALARY DEFERRAL ELECTIONS, SALARY DEFERRAL CONTRIBUTIONS AND ROLLOVER CONTRIBUTIONS	19

ARTICLE VI	ALLOCATIONS OF COMPANY CONTRIBUTIONS AND FORFEITURES	25

ARTICLE VII	ACCOUNTS, ALLOCATIONS AND LOANS	28

ARTICLE VIII	VALUATION	31

ARTICLE IX	DETERMINATION OF BENEFITS	34

ARTICLE X	TIME AND MANNER OF PAYMENT OF BENEFITS	36

ARTICLE XI	ADMINISTRATION OF THE PLAN	41

ARTICLE XII	THE TRUST FUND	50

ARTICLE XIII	CERTAIN RIGHTS AND OBLIGATIONS OF THE COMPANY	51

ARTICLE XIV	NON-ALIENATION OF BENEFITS	53

ARTICLE XV	AMENDMENTS	54

ARTICLE XVI	LIMITATIONS ON BENEFITS AND CONTRIBUTIONS	55

ARTICLE XVII	TOP-HEAVY PLAN YEARS	56

ARTICLE XVIII	MISCELLANEOUS	60

APPENDIX A.	REQUIRED DISTRIBUTION RULES	61

APPENDIX B.	COMMON OR COLLECTIVE TRUST FUNDS OR POOLED INVESTMENT FUNDS	65

PROFIT SHARING PLAN FOR EMPLOYEES

ALLIANCEBERNSTEIN L.P

WHEREAS, the Profit Sharing Plan for Employees of AllianceBernstein L.P. (the ?Plan?) (formerly known as the Profit Sharing Plan for Employees of Alliance Capital Management L.P.) was originally established effective as of January 1, 1972 by the predecessor of Alliance Capital Management L.P.; and

WHEREAS, the Plan was amended and restated from time to time to reflect changes in the predecessor?s business, changes in applicable law and the investment in Units of AllianceBernstein Holding L.P. (?AllianceBernstein Holding?); and

WHEREAS, the Plan was amended effective January 1, 1995 to reflect the merger of the Alliance Capital Management L.P. Profit Sharing Plan for Former Employees of Equitable Capital Management Corporation with and into this Plan; and

WHEREAS, the Plan was amended to comply with the Economic Growth and Tax Relief Reconciliation Act of 2001 (?EGTRRA?) and other applicable legislation, which provisions reflecting EGTRRA are intended as good faith compliance with the requirements of EGTRRA and are to be construed in accordance with EGTRRA and guidance issued thereunder; and

WHEREAS, the Plan was amended and restated, effective as of January 1, 2006, to incorporate all Plan amendments adopted since the Plan was last amended and restated and certain additional design changes, changes required to comply with applicable law and to reflect the name change of Alliance Capital Management L.P. to AllianceBernstein L.P.

NOW, THEREFORE, the Plan is hereby amended and restated, as of September 1, 2007, to incorporate certain additional design changes.

ARTICLE I

DEFINITIONS.

For the purposes of this Plan, except as otherwise herein expressly provided or unless the context otherwise requires, when capitalized:

Section 1.01. ?Account? means any one or more of the following accounts maintained by the Committee for a Member:

(a)

his Company Contributions Account;

(b)

his Member Contributions Account;

(c)

his Member Salary Deferral Account; and

(d)

his Rollover Account.

Section 1.02. ?Act? means the Employee Retirement Income Security Act of 1974, as amended from time to time.

Section 1.03. ?Accounting Date? means the last business day of each Plan Year and any other date which may be determined by the Committee under uniform and non-discriminatory procedures established by the Committee.

Section 1.04. ?After-Tax Rollover Contributions? means an amount of after-tax employee contributions contributed or transferred to the Trust in accordance with Section 5.03(b).

Section 1.05. ?Anniversary Year? means each twelve (12) month period beginning on an Employee?s Employment Commencement Date or any annual anniversary thereof.

Section 1.06. ?Affiliate? means any corporation or unincorporated business (a) controlled by, or under common control with, the Company within the meaning of Code Sections 414(b) and (c), or (b) which is a member of an ?affiliated service group?, as defined in Code Section 414(m), of which the Company is a member.

Section 1.07. ?Assignor Limited Partner? shall mean Alliance ALP, Inc., a Delaware corporation, or any individual, corporation, association, partnership, joint venture, entity, estate or other entity or organization designated by the general partner of the Company to serve as a substitute therefore.

Section 1.08. ?Beneficiary? means the person (including a trust or estate of a Member) designated by a Member, or who may otherwise be entitled under the terms of the Plan to receive the balance, if any, of the Member?s Accounts upon the Member?s death.

Section 1.09. ?Board? means the Board of Directors of the general partner of the Company responsible for the management of the Company?s business, or a committee thereof designated by such Board.

Section 1.10. ?Break in Service? means, with respect to any Employee, any Anniversary Year ending on or after the date of his Separation from Service and before his date of re-employment, if any, in which he does not complete more than five hundred (500) Hours of Service with Employers or Affiliates.

Section 1.11. ?Code? means the Internal Revenue Code of 1986, as amended from time to time.

Section 1.12. ?Committee? or ?Administrative Committee? means the administrative committee appointed pursuant to Section 11.01. ?Investment Committee? means the investment committee appointed pursuant to Section 11.02.

Section 1.13. ?Company? means AllianceBernstein L.P. and any successor thereto; prior to February 24, 2006, known as Alliance Capital Management L.P.; and prior to April 21, 1988, known as Alliance Capital Management Corporation.

Section 1.14. ?Company Contribution? means a contribution for a Plan Year made by an Employer to the Trust pursuant to Section 4.01 or Section 4.02, but not Section 5.01, including any amount to be applied from the Unallocated Forfeitures Account in reduction of the contribution which would otherwise be made for the Plan Year involved.

Section 1.15. ?Company Contributions Account? means the Account consisting of the balance attributable to Company Contributions.

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