Exhibit 10.06

AWARD AGREEMENT

UNDER THE AMENDED AND RESTATED

ALLIANCEBERNSTEIN PARTNERS COMPENSATION PLAN

You have been granted an award under the Amended and Restated AllianceBernstein Partners Compensation Plan (the "Plan"), as specified below:

Participant:

Amount of Award:

Date of Grant: 12/31/2008

In connection with your award (the "Award"), you, AllianceBernstein Holding L.P.("Holding") and AllianceBernstein L.P. ("AllianceBernstein") agree as set forth in this agreement (the "Agreement"). The Plan provides a description of the terms and conditions governing the Award. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan's terms c