Amended And Restated Issuing And Paying Agency Agreement

AMENDED AND RESTATED ISSUING AND PAYING AGENCY AGREEMENT



[4(2) Commercial Paper Program]



Dated as of May 3, 2006





Deutsche Bank National Trust Company

Global Transaction Banking
Trust & Securities Services

25 DeForest Ave, 2nd Floor

Mail Stop: SUM01-0105

Summit, NJ 07901



ATTN: Corporate Trust and Agency Services

Re: AllianceBernstein L.P. Commercial Paper Program





Ladies and Gentlemen:



This letter (herein after referred to as the "Agreement") sets forth the understanding between you and AllianceBernstein L.P., formerly known as Alliance Capital Management L.P. (the "Partnership"), whereby you have agreed to act as depositary for the safekeeping of certain notes of the Partnership which may be offered and sold in transactions exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, in the United States commercial paper market (the "Commercial Paper Notes"), as issuing agent on behalf of the Partnership in connection with the issuance of the Commercial Paper Notes and as paying agent to undertake certain obligations to make payments in respect of the Commercial Paper Notes, and amends and restates the Issuing and Paying Agency Agreement, dated as of March 12, 2001, between Bankers Trust Company and the Partnership. You have executed or will promptly hereafter execute a Letter of Representations (the "Letter of Representations", which term shall include the










Procedures referred to therein) with the Partnership and The Depository Trust Company ("DTC") and a Certificate Agreement (the "Certificate Agreement") with DTC which establish or will establish, among other things, the procedures to be followed by you in connection with the issuance and custody of Commercial Paper Notes in book-entry form.



1. Appointment of Agent . The Partnership hereby appoints you and you hereby agree to act, on the terms and conditions specified herein and in the Letter of Representations and Certificate Agreement, as custodian and issuing and paying agent for the Commercial Paper Notes. The Commercial Paper Notes will, in the case of Commercial Paper Notes issued in certificated form ("Certificated Notes"), be substantially in the form attached hereto as Exhibit A and, in the case of Commercial Paper Notes issued in book-entry form ("Book-Entry Notes"), be substantially in the forms attached to the Letter of Representations. The Commercial Paper Notes will be sold through such commercial paper dealers as the Partnership shall have notified you from time to time (collectively, the " Dealer" or "Dealers"). The Dealers currently are Banc of America Securities LLC and Merrill Lynch Money Markets Inc.



2. Supply of Commercial Paper Notes . The Partnership will from time to time furnish you with an adequate supply of Commercial Paper Notes, which shall be Book-Entry Notes and/or Certificated Notes, as the Partnership in its sole and absolute discretion considers appropriate. Certificated Notes shall be serially numbered and shall have been executed by manual or facsimile signature of an Authorized Representative (as hereafter defined), with the principal amount, payee, date of issue, maturity date, amount of interest (if an interest-bearing Commercial Paper Note) and maturity value left blank. Book-Entry Notes shall be represented by one or more master notes which shall be executed by manual or facsimile signature by an Authorized Representative in accordance with the Letter of Representations. Pending receipt of



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instructions pursuant to this Agreement, you will hold the Commercial Paper Notes in safekeeping for the account of the Partnership or DTC, as the case may be, in accordance with your customary practice and the requirements of the Certificate Agreement. The Certificated Notes shall be printed on a manifold that will produce one original and three non-negotiable copies.



3. Authorized Representatives . From time to time the Partnership will furnish you with a certificate, substantially in the form attached hereto as Exhibit B, certifying the incumbency and specimen signatures of officers or agents of the Partnership authorized to execute Commercial Paper Notes on behalf of the Partnership by manual or facsimile signature and/or to take other action hereunder on behalf of the Partnership (each an "Authorized Representative"). Until you receive a subsequent incumbency certificate of the Partnership, you are entitled to rely on the last such certificate delivered to you for purposes of determining the Authorized Representatives. You shall not have any responsibility to the Partnership to determine by whom or by what means a facsimile signature may have been affixed on the Commercial Paper Notes, or to determine whether any facsimile or manual signature is genuine, if such facsimile or manual signature resembles the specimen signature(s) filed with you by a duly authorized officer of the Partnership. Any Commercial Paper Note bearing the manual or facsimile signature of a person who is an Authorized Representative on the date such signature is affixed shall be binding on the Partnership after the authentication thereof by you notwithstanding that such person shall have died or shall have otherwise ceased to hold his office on the date such Commercial Paper Note is countersigned or delivered to you.



4. Completion, Authentication and Delivery of Commercial Paper Notes . (a) Instructions for the issuance of Commercial Paper Notes will be given via a transmission through



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an instruction and reporting communication service ("Noteline Direct"), if available, or by telephone, confirmed in writing (which may be by facsimile) within twenty-four hours either by an Authorized Representative, or by any officer or employee of a Dealer who has been designated by an Authorized Representative in writing to you as a person authorized to give such instructions hereunder (each an "Authorized Dealer Representative"), provided that instructions may be given in writing if the Noteline Direct system is unavailable or is inoperative. Upon receipt of instructions as described in the preceding sentence, you will withdraw the necessary Commercial Paper Note(s) from safekeeping and, in accordance with such instructions, shall, (i) in the case of Book-Entry Notes, cause the issuance of such Book-Entry Notes in the manner set forth in, and take such other actions as are required by, the Letter of Representations and the Certificate Agreement, or (ii) in the case of Certificated Notes:



(1) complete each Certificated Note as to principal amount (which shall not be less than $250,000), payee, date of issue, maturity date (which shall not be more than 270 days from the date of issue), amount of interest (if any) and maturity value; and



(2) manually countersign each Certificated Note by any one of your officers or employees duly authorized and designated for this purpose; and



(3) deliver the Certificated Note(s) to the appropriate Dealer or its agent within the Borough of Manhattan, City and State of New York, which delivery shall be against receipt for payment as herein provided or as otherwise provided in such instructions. If such instructions do not provide for such receipt, such Dealer shall nevertheless pay the purchase price for the Certificated Note in accordance with Paragraph 5 hereof. Of the three non-negotiable copies of each Commercial Paper Note, two shall be retained by you and one shall be sent promptly to the Partnership.



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(b) Instructions given via the system must be entered by 12:00 p.m. for physical issuance and 1:00 p.m. for book-entry issuance, New York time, and instructions delivered by telephone or in writing must be received by you by 1:00 p.m., New York time, if the Commercial Paper Note(s) are to be delivered the same day. Telephone instructions shall be confirmed in writing the same day.



(c) The Partnership understands that although you have been instructed to deliver Commercial Paper Notes against payment, delivery of Certificated Notes will, in accordance with the custom prevailing in the commercial paper market, be made before receipt of payment in immediately ava ...