Restricted Unit Award Agreement

RESTRICTED UNIT AWARD AGREEMENT


UNDER THE AMENDED AND RESTATED
ALLIANCE PARTNERS COMPENSATION PLAN


You have been granted restricted Units under the Amended and Restated Alliance Partners Compensation Plan (the "Plan"), as specified below, in connection with your 1999 award under the Plan:


Participant ("you"): David Brewer


Amount of Award (to be
converted to Restricted Units): $460,000


Date of Grant: December 31, 1999


Vesting Commencement Date: January 31, 2000


In connection with your grant of restricted Units, you, Alliance Capital Management Holding L.P. and Alliance Capital Management L.P. ("Alliance") agree as set forth in this agreement (the "Agreement"). The Plan provides a description of the terms and conditions governing restricted Units. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan's terms completely supersede and replace the conflicting terms of this Agreement. All capitalized terms have the meanings given them in the Plan, unless specifically stated otherwise in the Agreement. The restricted Units granted under this Agreement are referred to in the Agreement as the "Restricted Units."


1. Restrictions. Until restrictions lapse as described in Paragraph 2, you may not sell, transfer, pledge or otherwise assign or dispose of any Restricted Units.


2. Vesting of Restricted Units. (a) Except as provided in Paragraph 2(b) below, restrictions will lapse with respect to the Restricted Units in equal annual installments during the applicable Vesting Period (as defined below), with restrictions as to the first such installment lapsing on the first anniversary of the Vesting Commencement Date set forth above, and restrictions as to the remaining installments lapsing on the subsequent anniversaries of the Vesting Commencement Date, provided in each case that you are employed by a Company on such anniversary. The Vesting Period is as set forth in the following table, based on your age as of December 31, 1999:


Your Age
As of December 31, 1999 Vesting Period
----------------------- --------------


Up to and including 47 8 years
48 7 years
49 6 years
50-57 5 years
58 4 years
59 3 years
60 2 years
61 1 year
62 or older Fully vested at grant
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