"Closing" Bell: 12.29.08*

Author:
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$$$ "Desperate to avoid steering his 25,000-person company into bankruptcy proceedings, Mr. Fuld dialed the Charlotte, N.C., home of Bank of America Chairman Kenneth D. Lewis. His calls so far that weekend had gone unreturned. This time, Mr. Lewis's wife, Donna, again picked up, and told the boss of Lehman Brothers: If Mr. Lewis wanted to call back, he would call back.
Mr. Fuld paused, then apologized for bothering her. "I am so sorry," he said. [WSJ]
$$$ "Leave the Noel sisters alone!" [Guest of a Guest]
$$$Peter Kraus's new pad [TRD]
$$$

December 19, 2008
Mr. Lewis A. Sanders
4 East 66th Street Apt. 10
New York, NY 10065
Dear Lew:
This letter sets forth the terms of your Retirement Agreement with AllianceBernstein
Corporation (the "Company") and AllianceBernstein L.P. (the "Partnership").

*During these vacation-esque times, we ring the closing bell whenever we see fit.

1. Effective as of December 31, 2008 (the "Retirement Date"), your employment with the Partnership will terminate. You acknowledge and agree that, as of December 19,
2008 (the "Resignation Date"), you shall and by your agreement to and acceptance
of this letter thereby do resign from any and all officer positions and
directorships you hold with the Company and the Partnership and any of their
affiliates. Your continued employment by the Partnership after
December 19, 2008 and through December 31, 2008 shall be for the sole purpose of
communicating with the Limited Partners of the AllianceBernstein All Asset Deep
Value Fund, L.P. regarding the investment program of that entity.
2. Payments/Benefits. (a)
In connection with your retirement and in recognition of your 40 years of
service to the Partnership and its predecessor, Sanford C. Bernstein & Co.,
the Partnership shall pay to you, less applicable tax withholding and other
payroll deductions, a lump sum payment of $12,750,000, calculated as provided in
clause (ii) of Section 6(a) of your October 26, 2006 employment agreement, as
amended (the "Employment Agreement"), on the first business day following six
months after the Retirement Date, as well as the other payments described in
clauses (i) and (iii) of Section 6(a) of the Employment Agreement in accordance
with the terms thereof.
(b) Until the Retirement Date, and in accordance with Company policy, the Company will
continue in effect your current medical and dental coverage under its group
medical and dental plans. Following the Retirement Date, and until December 31,
2011, the Company shall continue to provide you and your spouse with access to
comparable medical and dental coverage and will reimburse you monthly for the
cost of such coverage.
(c) Until December 31, 2011, the Company will provide you with (i) a furnished and
equipped office at a location of your choice in New York City and the Company
will pay for the cost of the lease and operation expenses at a cost not
exceeding $12,750 per month, (ii) a subscription to the First Call research
service and a Bloomberg terminal, (iii) a secretary with compensation and
abilities commensurate with your current secretary and (iv) the services of a
company-provided car and chauffer.
________________________________
(d) Promptly following the Retirement Date, the Company shall reimburse you for all
unreimbursed business expenses incurred by you on or prior to the Retirement
Date.
3. Acknowledgment.
You hereby acknowledge that you have carefully read this
Agreement, fully understand and accept all of its provisions and sign it
voluntarily of your own free will. You further acknowledge that you have been
provided a full opportunity to review and reflect on the terms of this Agreement
and to seek the advice of legal counsel of your choice. You acknowledge that you
have been given a period of 21 days to consider this Agreement before signing
it. You may revoke this Agreement within seven days of your signing
it. For such revocation to be effective, written notice must be
received by the Company no later than the close of business on the seventh day
after you sign this Agreement. If you revoke this Agreement it shall be of no
further force and effect.
4. Mutual Release. (a)
(i) In consideration of the payments and benefits to be provided to
you pursuant to paragraph 2 above, you, your heirs, executors, administrators,
trustees, legal representatives, successors and assigns (hereinafter referred to
collectively as the "LAS Releasors") forever release and discharge the Company
and the Partnership, and their past, present and/or future parent entities,
subsidiaries, divisions, affiliates and related business entities, assets,
employee benefit plans or funds, successors or assigns and any and all of their
past, present and/or future officers, directors, fiduciaries, partners,
attorneys, employees, agents, trustees, administrators or assigns, whether
acting as agents for the Company or the Partnership or in their
individual capacities (hereinafter referred to collectively as
"Company Entities") from any and all claims, demands, causes of action, fees and
liabilities of any kind whatsoever, whether known or unknown, which the LAS
Releasors ever had, now have, or may have against any of the Company
Entities by reason of any act, omission, transaction, practice, plan, policy,
procedure, conduct, occurrence, or other matter, in each case relating to your
employment with the Partnership or service as an officer or director of the
Company or the termination thereof, up to and including the Resignation Date;
provided, however, that this Agreement shall not release any claims for the
payments and benefits (including indemnification as provided in Paragraph 11)
set forth herein or pursuant to any employee benefit plan subject to Section
401(a) of the Internal Revenue Code of 1986, as amended (the
"Code").
(ii) Without
limiting the generality of the foregoing, but subject to the proviso at the end
of subparagraph (a)(i) above, this Agreement is intended to and shall release
the Company Entities from any and all claims, whether known or unknown, which
the LAS Releasors ever had, now have, or may have against the Company Entities
arising out of your employment and/or your separation of employment with the
Company or Partnership, including, but not limited to: (i) any claim under the
Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act
of 1964, the Americans with Disabilities Act, the Employee Retirement
Income Security Act of 1974, and the Family and Medical Leave Act; (ii) any
claim under the New York State Human Rights Law or the New York City
Administrative Code; (iii) any other claim (whether based on federal, state, or
local law, statutory or decisional) relating to or arising out of your
employment, the terms and conditions or such employment, the termination of such
employment, and/or any of the events relating directly or indirectly to or
surrounding the termination of that employment, including but not limited to
breach of contract (express or implied), wrongful discharge, detrimental
reliance, defamation, emotional distress or compensatory or punitive damages;
(iv) any claim for attorneys' fees, costs, disbursements and/or the like; and
(v) any claim for remuneration of any type, including, without limitation, any
claim for any deferred or unvested compensation.
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(iii) You
represent and warrant that you have not commenced, maintained, prosecuted or
participated in any action, suit, charge, grievance, complaint or proceeding of
any kind against the Company Entities in any court or before any administrative
or legislative body or agency and/or that you are hereby withdrawing with
prejudice any such complaints, charges, or actions that you may have filed
against the Company Entities. You further acknowledge and agree that
by virtue of the foregoing, you have waived all relief available to you
(including without limitation, monetary damages, equitable relief and
reinstatement) under any of the claims and/or causes of action waived in this
Paragraph 4.
(iv) You
further covenant that you shall not sue, or otherwise consent to participate in
any action against, and shall not assist in the instigation, commencement,
maintenance, or prosecution of any action, suit, proceeding, or charge against
the Company or Partnership based upon any matter released hereby (except as
otherwise required by law), nor shall you testify, assist, or participate
(except in response to subpoena or judicial order) in such action, suit,
proceeding or charge. This agreement shall not prevent you from
filing a charge with the relevant federal, state or local administrative agency,
but you agree to waive your rights with respect to any monetary or other
financial relief arising from any such administrative proceeding. You
further understand that the provisions of this paragraph shall not be effective
with respect to, or adversely affect your rights under, the ADEA with respect to
any challenge you make under the ADEA to the validity of this
Agreement.
(b) The
Company and the Partnership, acting on their own behalf and on behalf of and as
agents for the Company Entities, hereby release you and all other LAS Releasors
from any and all claims, demands, causes of action, fees and liability of any
kind whatsoever, whether known or unknown, which any Company Entity ever had,
now have or may have, for, upon or by reason of any matter, cause or thing
against you or the other Releasors, in each case relating to your employment
with the Partnership or service as an officer or director of the Company or the
termination thereof, up to and including the Resignation
Date; provided however, that nothing herein shall act as a waiver of
or release from (i) your obligations under this Agreement, and/or (ii) any
liabilities, claims and/or demands which directly or indirectly result from any
illegal conduct, act of fraud, theft or violation of any material
Partnership policy or regulation or law committed by you in connection with your
employment with the Partnership and/or (iii) any claim for recovery of a debt
owed or subsequently becoming owed by you to the Partnership or its subsidiaries
or affiliates.
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________________________________
5. Cooperation. Following the
Retirement Date, you agree that you will cooperate with the Company's and the
Partnership's reasonable requests relating to matters that pertain to your
employment by the Partnership and the transition of your duties to your
successor. In addition, following the Retirement Date, you will
cooperate with the Company or the Partnership's reasonable requests relating to
any legal proceedings on behalf of the Company or the Partnership, or otherwise
making yourself reasonably available to the Company or the Partnership for other
related purposes. Any such cooperation hereunder will be performed at
times scheduled taking into consideration your other commitments and the
Partnership will reimburse you for your reasonable expenses incurred in
connection with your cooperation.
6. Nondisparagement. You agree
not to make intentionally disparaging remarks about the Company or the
Partnership, or their parents, officers, directors, employees or
agents. The Company and the Partnership agree not to make or cause to
be made or authorize any public statements intentionally disparaging or defaming
you or your reputation.
7. Company
Property. No later than the Retirement Date, you shall return
to the Company all documents, files and property belonging to the
Company.
8. Binding Agreement;
Successors. This Agreement shall be binding upon and inure to
the benefit of the Company, the Partnership and you and their and your
respective successors, heirs (in your case) and assigns. Any
successor of the Company or the Partnership shall assume the obligations of the
Company or the Partnership, as the case may be, under this Agreement and perform
any duties and responsibilities in the same manner and to the same extent that
the Company or the Partnership would be required to perform if no such
succession had taken place.
9. Severability. If
any provision of this Agreement is held by a court of competent jurisdiction to
be illegal, void or unenforceable, such provision shall have no effect; however,
the remaining provisions shall be enforced to the maximum extent
possible. Further, if a court should determine that any portion of
this Agreement is overbroad or unreasonable, such provision shall be given
effect to the maximum extent possible by narrowing or enforcing in part that
aspect of the provision found overbroad or
unreasonable. Additionally, the parties hereto agree that if you
breach the terms of Paragraphs 4, 5 or 6, or the Company or the Partnership
breaches the terms of Paragraph 5, it shall constitute a material
breach of this Agreement as to which the Company and/or the Partnership on the
one hand, or you on the other, may seek all relief available under the
law.
10. Entire
Agreement. Except as expressly provided herein, effective as
of the Retirement Date, all prior agreements, including the Employment
Agreement, relating to your employment by the Partnership and its affiliates
will terminate and be of no further effect. This Agreement contains
the entire understanding with respect to the subject matter hereof, and
supersedes any and all prior agreements and understandings, whether written or
oral, among you, the Company, the Partnership or any affiliate thereof with
respect to the subject matter hereof.
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11. Attorney's
Fees. The Company shall pay all reasonable attorneys' and
related fees and expenses incurred by you in connection with your retirement as
provided herein.
12. Indemnification. From
and after the Retirement Date, you shall continue to be an "Indemnified Person"
under the Agreement of Limited Partnership of the Partnership and shall continue
to be covered by the Partnership's director's and officer's liability policies,
in each case in respect of conduct occurring on or prior to the Retirement
Date.
13. Dispute
Resolution. Any dispute arising out of or relating to this
Agreement shall be resolved by binding arbitration, to be held in the Borough of
Manhattan in New York City, under the auspices of the American Arbitration
Association and the rulings of said arbiters shall be enforceable by any court
of competent jurisdiction.
14. Section 409A
Compliance. If any payments hereunder are made in
installments, for purposes of Code Section 409A, each installment shall be
treated as a right to receive a separate payment. Whenever a payment under this
Agreement specifies a payment with reference to within a number of days, the
actual date of payment within the specified period shall be within the sole
discretion of the Partnership. With regard to any provision herein
that provides for reimbursement of costs and expenses or in-kind benefits,
except as permitted by Code Section 409A, (i) the right to reimbursement or
in-kind benefits shall not be subject to liquidation or exchange for another
benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind
benefits, provided during any taxable year shall not affect the expenses
eligible for reimbursement, or in-kind benefits to be provided, in any other
taxable year, provided that the foregoing clause (ii) shall not be violated with
regard to expenses reimbursed under any arrangement covered by Code Section
105(b) solely because such expenses are subject to a limit related to the period
the arrangement is in effect, and (iii) such payments shall be made on or before
the last day of your taxable year following the taxable year in which the
expense occurred.
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This
Agreement may not be altered, modified or amended except by written instrument
signed by you, the Company and the Partnership. This Agreement shall
be governed by New York law, without reference to principles of conflicts of
law.
Sincerely,
ALLIANCEBERNSTEIN L.P.
By: ALLIANCEBERNSTEIN CORPORATION,
its General Partner and on its own behalf
By: /s/ Gerald M. Lieberman
Gerald M. Lieberman
President and Chief
Operating Officer
AGREED TO AND ACCEPTED BY
/s/ Lewis A. Sanders
Lewis A. Sanders
December 19, 2008
Date
STATE OF
NEW YORK
COUNTY OF
NEW YORK
On this 19th day of December, 2008,
before me personally came Lewis A. Sanders, known to me to be the person
described and who executed the foregoing Agreement, and he duly acknowledged to
me that he executed the same.
Tyena Iglesias
Notary Public

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