April 29, 2017

Robert Zoellick
[ADDRESS]
[ADDRESS]

Re: Service as Non-Executive Chairman             

Dear Mr. Zoellick:

We are pleased you have agreed to serve as the Non-Executive Chairman of the Board of Directors (the “Non-Executive Chairman”) of AllianceBernstein Corporation (the “Company”). This letter sets forth our understanding of certain key terms related to your service.

Term

Your term of service as Non-Executive Chairman will commence on April 29, 2017 (the “Commencement Date”) and will continue until the first anniversary of that date (the “Term”). The Term shall automatically extend for an additional year upon the first anniversary of the Commencement Date and each anniversary thereafter, unless either you or the Company (each a “Party”) provides the other with at least 30 days’ written notice prior to the applicable anniversary of the Party’s intention not to extend the Term.

Notwithstanding the foregoing, your service as Non-Executive Chairman may be terminated at any time during the Term by the shareholder in accordance with the Company’s governing documents and applicable law. If the shareholder should terminate your service during the Term other than for cause (i.e., willful misconduct, gross negligence or similar circumstances) you will continue to receive the compensation described below until the next anniversary of the Commencement Date.

Duties

During the Term, you will serve as Non-Executive Chairman in a manner consistent with applicable legal and corporate governance standards including, but not limited to: (a) regularly attending and presiding at Board meetings, (b) serving on committees of the Board as appropriate and (c) providing strategic advice to the Chief Executive Officer of the Company on various aspects of the business.

Commitment

During the Term, you will devote such reasonable time, attention, skill and efforts to the business and affairs of the Company as is necessary to discharge the duties and responsibilities assigned to the Non-Executive Chairman and serve the Company faithfully and to the best of your ability.

Compensation

In or about the month of May during each calendar year of the Term, you will receive an annual equity-based grant under an equity compensation plan with a grant date fair value equal to $425,000. In addition, you will receive cash compensation at an annual rate of $425,000 during the Term, which will be in lieu of and not in addition to any cash directors’ fees and other compensation paid to other non-employee members of the Board of Directors of the Company. Your cash compensation will be paid quarterly after each quarter during which you serve as Non-Executive Chairman.

Other Terms and Conditions

Except as provided above, your service as Non-Executive Chairman will be subject to the same terms and conditions as the service of all other non-employee directors as well as all applicable Company policies and programs.

If you agree that this letter correctly sets forth our understanding regarding your service as Non-Executive Chairman, please indicate your agreement by signing both copies of this letter where indicated, returning one copy to me and keeping the other copy for your records.

Sincerely,

ALLIANCEBERNSTEIN CORPORATION
on its own behalf and as General Partner on behalf of AllianceBernstein Holding L.P.

                    

AGREED AND ACCEPTED:

/s/ Robert Zoellick ______________________
Robert Zoellick

April 29, 2017 ________________________

Date

April 30, 2017

Peter S. Kraus

Cooperation in Transition of Duties

Dear Peter,

This letter confirms the termination of your employment, effective April 28, 2017, as President and Chief Executive Officer, and your removal from any and all officer positions and directorships you may hold with us (AllianceBernstein L.P., AllianceBernstein Holding L.P., and AllianceBernstein Corporation (collectively, the “Company”)) and our affiliates.

In connection with your termination of employment on April 28, 2017, you are entitled to receive the payments and other benefits that are described in Section 7(c) of your Employment Agreement with the Company, dated June 21, 2012 (the “Employment Agreement”), provided you sign and do not revoke a release in the form that is attached as Exhibit A thereto.

Subject to your agreement (which will be evidenced by your signature where indicated below) to assist the Company in such manner as it shall reasonably request, taking into consideration your other obligations and commitments, to effect a smooth transition of your duties and responsibilities as President and Chief Executive Officer, including, without limitation, being available to consult with your successor on such matters as he shall reasonably request, then in addition to the benefits that are referenced in the immediately preceding paragraph, you will continue to be paid an amount equal to your Base Salary (as in effect immediately prior to your date of termination), less applicable withholdings, following your date of termination and through the remainder of the stated term of that Employment Agreement, with such amount to be paid in installments in accordance with the Company’s payroll practices as in effect from time to time. Under Section 7(c) of the Employment Agreement, you will receive monthly payments equal to the cost of COBRA benefits for so long as you are eligible to participate in the Company’s medical benefit plans and the right to continue such coverage at your own expense thereafter.

In order to assure, consistent with the Company’s intent, that your “separation from service” from the Company, within the meaning of section 409A of the Internal Revenue Code, occurred on April 28, 2017, in no event shall you be required to devote on average more than the equivalent of one full working day per week to providing such assistance.

AllianceBernstein L.P.

Date:     April 30, 2017    
By:     /s/ Laurence E. Cranch    
Name: Laurence E. Cranch
Title: General Counsel

AllianceBernstein Holding L.P.

Date:     April 30, 2017    
By:     /s/ Laurence E. Cranch    
Name: Laurence E. Cranch
Title: General Counsel

AllianceBernstein Corporation

Date:     April 30, 2017    
By:     /s/ Laurence E. Cranch    
Name: Laurence E. Cranch
Title: General Counsel

Agreed and Accepted:

Peter S. Kraus

/s/ Peter S. Kraus    

Dated: April 30, 2017    

EXHIBIT A

CONFIDENTIAL GENERAL RELEASE

This CONFIDENTIAL GENERAL RELEASE (the “Agreement”) is made and entered into pursuant to section 7(c) of the Employment Agreement (“Employment Agreement”) dated as of June 21, 2012 between Peter S. Kraus (“Employee”) and AllianceBernstein L.P. (the “Private Partnership”), AllianceBernstein Holding L.P. (“Holding,” and together with the Private Partnership, the “Partnership”) and AllianceBernstein Corporation (the “Corporation”, and together with the Partnership, the “Company”) and sets forth the agreement concerning the termination of employment of Employee with the Company including its current and former parents, subsidiaries and affiliates, and its and their respective current and former successors or predecessors, assigns, representatives, agents, attorneys, shareholders, officers, directors and employees, both individually and in their official capacities (collectively “AllianceBernstein”).

Employee acknowledges and agrees that Employee’s employment with AllianceBernstein terminated on April 28, 2017. Employee further acknowledges and agrees that, as of Employee’s termination date, Employee resigns from any and all officer positions and directorships Employee may hold with AllianceBernstein, if any. In consideration for signing this Agreement and in exchange for the promises, covenants and waivers set forth herein, and provided Employee has not revoked this Agreement as set forth below, (i) the Company will provide Employee the payments and other benefits set forth in section 7(c) of the Employment Agreement, less applicable withholdings, payable or provided at the times and in the manner set forth in section 7(c) of the Employment Agreement, and (ii) pursuant to the letter agreement (the “Cooperation Agreement”), dated April 30, 2017, between Employee and the Company, Employee will continue to be paid his Base Salary (as in effect immediately prior to his date of termination), less applicable withholdings, following the date of termination and through the remainder of the stated term of the Employment Agreement. No portion of these amounts or benefits shall be considered compensation for any Company benefit plan or program.

In consideration of the payment and benefits described above, and for other good and valuable consideration, Employee by this instrument releases and forever discharges, AllianceBernstein from: all debts, obligations, promises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, actions, causes of action, judgments, damages, expenses, claims or demands, in law or in equity, which Employee ever had, now has, or which may arise in the future, regarding any matter arising on or before the date of Employee’s execution of this Agreement, including but not limited to all claims (whether known or unknown) regarding Employee’s employment with or termination of employment from AllianceBernstein, any contract (express or implied), any claim for equitable relief or recovery of punitive, compensatory, or other damages or monies, attorneys’ fees, any tort, and all claims for alleged discrimination based upon age, race, color, sex, sexual orientation, marital status, religion, national origin, handicap, genetic information, disability or retaliation, including any claim, asserted or unasserted, which could arise under Title VII of the Civil Rights Act of 1964; the Equal Pay Act of 1963; the Age Discrimination in Employment Act of 1967 (“ADEA”); the Older Workers Benefit Protection Act of 1990; the Americans with Disabilities Act of 1990; the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Employee Retirement Income Security Act of 1974; the Family and Medical Leave Act of 1993; the Civil Rights Act of 1991; the Worker Adjustment and Retraining Notification Act of 1988; the Sarbanes-Oxley Act; the Genetic Information Nondiscrimination Act; the Pregnancy Discrimination Act; the Uniformed Services Employment and Reemployment Rights Act; the New York State Human Rights Law; the New York City Human Rights Law; and any other federal, state or local laws, rules or regulations, whether equal employment opportunity laws, rules or regulations or otherwise (hereinafter, collectively referred to as the “Claims”). Claims shall not include any claim relating to: (i) obligations under this Agreement; (ii) obligations under the Employment Agreement, the Cooperation Agreement and the Unit Purchase Letter Agreement among Employee and AXA America Holdings, Inc., dated as of April 30, 2017, in each case, that survive in accordance with the terms thereof or this Agreement; (iii) obligations that, in each case, by their terms are to be performed after the date hereof (including, without limitation, obligations to the Employee under any equity compensation awards or agreements or obligations under any pension plan or other benefit or deferred compensation plan, all of which shall remain in effect in accordance with their terms); (iv) obligations to indemnify the Employee respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of AllianceBernstein; (v) obligations with respect to insurance coverage under any directors’ and officers’ liability insurance policies; (vi) Employee’s rights to obtain contribution in the event of the entry of judgment against Employee as a result of any act or failure to act for which both the Employee, the Private Partnership, Holding, the Corporation, or AllianceBernstein are jointly responsible; (vii) any rights that the Employee may have as a unit holder of Holding; and (viii) facts or circumstances arising after the date hereof. This Agreement may not be cited as, and does not constitute an admission by AllianceBernstein of, any violation of any such law or legal obligation with respect to any Claims.

Employee represents and agrees that Employee has not filed any lawsuits or arbitrations against AllianceBernstein, or filed or caused to be filed any charges or complaints against AllianceBernstein with any municipal, state or federal agency charged with the enforcement of any law or any self-regulatory organization. Pursuant to and as a part of Employee’s release and discharge of AllianceBernstein in respect of Claims, as set forth herein, with the sole exception of Employee’s right to bring a proceeding pursuant to the Older Workers Benefit Protection Act of 1990 to challenge the validity of Employee’s release of claims pursuant to the ADEA, Employee agrees, to the extent such agreement is not inconsistent with EEOC Enforcement Guidance On Non-Waivable Employee Rights Under EEOC-Enforced Statutes dated April 11, 1997, and to the fullest extent permitted by law, not to sue or file a charge, complaint, grievance or demand for arbitration against AllianceBernstein in any forum or assist or otherwise participate willingly or voluntarily in any claim, arbitration, suit, action, investigation or other proceeding of any kind which relates to any matter that involves AllianceBernstein, and that occurred up to and including the date of Employee’s execution of this Agreement, unless (a) required to do so by court order, subpoena or other directive by a court, administrative agency, arbitration panel or legislative body, or to enforce this Agreement; or (b) requested to engage in conduct permissible under paragraph 7(d) of this Agreement. To the extent any such action may be brought by a third party, Employee expressly waives any claim to any form of monetary or other damages, or any other form of recovery or relief in connection with any such action. Nothing in this Agreement shall prevent Employee (or Employee’s attorneys) from (i) commencing an action or proceeding to enforce this Agreement, or (ii) exercising Employee’s right under the Older Workers Benefit Protection Act of 1990 to challenge the validity of Employee’s waiver of ADEA claims set forth in paragraph 2 of this Agreement.

Employee represents, warrants and acknowledges that AllianceBernstein owes Employee no wages, commissions, bonuses, sick pay, personal leave pay, severance pay, notice pay, vacation pay, or other compensation or benefits or payments or form of remuneration of any kind or nature, other than that specifically provided for in this Agreement, the Employment Agreement, the Cooperation Agreement and, if applicable, any AXA or AXA Financial equity plan.

Employee agrees not to make intentionally disparaging remarks about AllianceBernstein, or issue any communication, written or otherwise, that reflects adversely on or encourages any adverse action against AllianceBernstein, except if testifying truthfully under oath pursuant to any subpoena, order, directive, request, or other legal process or otherwise required by law. AllianceBernstein agrees not to make or cause to be made or authorize any public statements intentionally disparaging or defaming Employee, or issue any communication, written or otherwise, that reflects adversely on or encourages any adverse action against Employee, except if testifying truthfully under oath pursuant to any subpoena, order, directive, request, or other legal process or otherwise required by law. AllianceBernstein will also specifically instruct the members of the Board of Directors of the Corporation, the members of the Management Executive Committee of the Partnership, the members of the AXA Management Board and any other individuals to be mutually agreed not to make or issue any communication, written or otherwise, that disparages or criticizes or reflects adversely on or encourages any adverse action against Employee, except if testifying truthfully under oath pursuant to any lawful court order or subpoena or otherwise responding to or providing disclosures required by law.

Employee agrees to abide by the provisions of Section 8(c) and Section 9 of the Employment Agreement during the periods set forth therein, respectively. Employee further confirms that Employee has delivered to AllianceBernstein any and all property and equipment of AllianceBernstein, including, without limitation, laptop computers, any other AllianceBernstein equipment, hardware, software and/or materials, Employee’s card key, identification card and passwords which may have been in Employee’s possession.

Employee agrees not to disclose the terms, contents or execution of this Agreement, any Claims that have been or could have been raised against AllianceBernstein, or the facts and circumstances underlying this Agreement, except in the following circumstances:

Employee may disclose the terms of this Agreement to Employee’s immediate family, so long as such family member agrees to be bound by the confidential nature of this Agreement;

Employee may disclose the terms of this Agreement to (i) Employee’s financial and tax advisors so long as such financial and tax advisors agree to be bound by the confidential nature of this Agreement, (ii) taxing authorities if requested by such authorities and so long as they are advised of the confidential nature of this Agreement or (iii) Employee’s legal counsel; and

Pursuant to the order of a court or governmental agency of competent jurisdiction, or for purposes of securing enforcement of the terms and conditions of this Agreement.

Any non-disclosure provision in this Agreement, including without limitation this section 7, does not prohibit or restrict Employee (or Employee’s attorneys) from responding to any inquiry, or providing testimony, about this Agreement or its underlying facts and circumstances by, or before, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other self-regulatory organization or any other federal or state regulatory authority.

Upon service on Employee of any subpoena, order, directive, request or other legal process requiring Employee to engage in conduct encompassed within paragraphs 5, 6, or 7 of this Agreement, Employee or Employee’s attorney shall immediately notify AllianceBernstein of such service and of the content of any testimony or information to be provided pursuant to such subpoena, order, directive, request or other legal process and, to the extent permitted by such subpoena, order, directive, request or other legal process and applicable law, immediately send to the undersigned representative of AllianceBernstein via overnight delivery (at AllianceBernstein’s expense) a copy of said documents served upon Employee; provided, however, that if Employee is requested to engage in conduct permitted under paragraph 7(d) of this Agreement, Employee may comply with Employee’s obligations under this paragraph after Employee has responded to the inquiry or provided the testimony sought.

Employee agrees that Employee will, to the extent permitted by applicable law, reasonably assist and cooperate with AllianceBernstein in connection with the defense or prosecution of any claim that may be made against or by AllianceBernstein, or in connection with any ongoing or future investigation or dispute or claim of any kind involving AllianceBernstein, including any proceeding before any arbitral, administrative, judicial, legislative, or other body or agency, including preparing for and testifying in any proceeding to the extent such claims, investigations or proceedings relate to services performed by Employee or any act or omission by Employee, during the period that Employee was employed by AllianceBernstein. AllianceBernstein shall reimburse Employee for reasonable expenses incurred in carrying out the provisions of this paragraph.

Employee agrees to abide by the terms of each of Sections 8(a) and 8(b) of the Employment Agreement during the periods set forth therein, respectively.

Notwithstanding anything in this Agreement or the Employment Agreement to the contrary, including but not limited to any confidentiality, non-disclosure, non-disparagement, or cooperation provisions, nothing contained herein or therein waives or limits Employee’s right to report possible violations of law or regulation to any governmental agency or federal or state regulatory authority or self-regulatory organization, to make other disclosures that are protected under any law or regulation, to cooperate with any investigation or proceeding by a governmental agency, federal or state regulatory authority, or self-regulatory organization or to receive an award for information provided to any securities regulatory agency or authority.

This Agreement, the Cooperation Agreement and the Employment Agreement together constitute the entire agreement between AllianceBernstein and Employee with respect to the subject matter herein. Employee affirms that, in entering into this Agreement, Employee is not relying upon any oral or written promise or statement (other than those in the Employment Agreement and this Agreement) made by anyone at any time on behalf of AllianceBernstein.

This Agreement is binding upon Employee and Employee’s successors, assigns, heirs, executors, administrators and legal representatives.

If any of the provisions, terms or clauses of this Agreement are declared illegal, unenforceable or ineffective, those provisions, terms and clauses shall be deemed severable, such that all other provisions, terms and clauses of this Agreement shall remain valid and binding upon all parties hereto.

Without detracting in any respect from any other provision of this Agreement:

Employee, in consideration of the payments and benefits provided to Employee as described in paragraph 1 of this Agreement, agrees and acknowledges that this Agreement constitutes a knowing and voluntary waiver of all Claims Employee has or may have against AllianceBernstein as set forth herein, including, but not limited to, all Claims arising under the ADEA, as amended, including, but not limited to, all claims of age discrimination in employment and all Claims of retaliation in violation of the ADEA; and Employee has no physical or mental impairment of any kind that has interfered with Employee’s ability to read and understand the meaning of this Agreement or its terms.

Employee understands that, by entering into this Agreement, Employee does not waive rights or claims that may arise after the date of Employee’s execution of this Agreement, including without limitation any rights or claims that Employee may have to secure enforcement of the terms and conditions of this Agreement.

AllianceBernstein hereby advises Employee to consult with an attorney prior to executing this Agreement.

Employee acknowledges that Employee was informed that Employee had at least twenty-one (21) days in which to review and consider this Agreement, to review the information as required by the ADEA if applicable (provided that a copy of such information has been attached to and made part of this Agreement), and to consult with an attorney regarding the terms and effect of this Agreement.

Employee may revoke this Agreement within seven (7) days from the date Employee signs this Agreement, in which case this Agreement shall be null and void and of no force or effect on either AllianceBernstein or Employee. Any revocation must be in writing and received by AllianceBernstein by 5:00 p.m. on the seventh day after this Agreement is executed and delivered by Employee. Such revocation must be sent to Denis Duverne, c/o AllianceBernstein Corporation, 1345 Avenue of the Americas, New York, NY 10105.

This Agreement may not be changed or altered, except by a writing signed by an authorized executive officer of AllianceBernstein and Employee. The laws of the State of New York will apply to any dispute concerning this Agreement.

Employee understands and agrees that the terms set out in this Agreement shall survive the signing of this Agreement and receipt of benefits hereunder.

PLEASE READ CAREFULLY. THIS AGREEMENT HAS IMPORTANT LEGAL CONSEQUENCES. EMPLOYEE EXPRESSLY ACKNOWLEDGES, REPRESENTS, AND WARRANTS THAT EMPLOYEE HAS READ THIS AGREEMENT CAREFULLY; THAT EMPLOYEE FULLY UNDERSTANDS THE TERMS, CONDITIONS, AND SIGNIFICANCE OF THIS AGREEMENT; THAT ALLIANCEBERNSTEIN HAS ADVISED EMPLOYEE TO CONSULT WITH AN ATTORNEY CONCERNING THIS AGREEMENT; THAT EMPLOYEE HAS HAD A FULL OPPORTUNITY TO REVIEW THIS AGREEMENT WITH AN ATTORNEY; THAT EMPLOYEE UNDERSTANDS THAT THIS AGREEMENT HAS BINDING LEGAL EFFECT; AND THAT EMPLOYEE HAS EXECUTED THIS AGREEMENT FREELY, KNOWINGLY AND VOLUNTARILY.

[ Signature Page Follows ]

Date: April 30, 2017          /s/ Peter S. Kraus    

Peter S. Kraus

On this 30th day of April 2017, before me personally came Peter S. Kraus, to me known to be the individual described in the foregoing instrument, who executed the foregoing instrument in my presence, and who duly acknowledged to me that she executed the same.

/s/ Eric Juergens    
Notary Public    

Employee must sign and return this Agreement to Denis Duverne, c/o AllianceBernstein Corporation, 1345 Avenue of the Americas, New York, New York 10105 no later than midnight on the 21 ^st day following Employee’s receipt of this Agreement or irrevocably lose the opportunity to receive the consideration detailed herein. Employee received this Agreement on April 30, 2017.

AllianceBernstein L.P.

Date:     April 30, 2017    
By:     /s/ Laurence E. Cranch    
Name: Laurence E. Cranch
Title: General Counsel

AllianceBernstein Holding L.P.

Date:     April 30, 2017    
By:     /s/ Laurence E. Cranch    
Name: Laurence E. Cranch
Title: General Counsel

AllianceBernstein Corporation

Date:     April 30, 2017    
By:     /s/ Laurence E. Cranch    
Name: Laurence E. Cranch
Title: General Counsel

April 28, 2017

Seth Bernstein

Dear Seth:

We are pleased to confirm the proposed terms of your employment with AllianceBernstein L.P. (the “ Private Partnership ”), AllianceBernstein Holding L.P. (“ Holding ,” and together with the Private Partnership, the “ Partnership ”) and AllianceBernstein Corporation (the “ Corporation ”, and together with the Partnership, the “ Company ”).

1. Employment . During the Employment Term (as defined below) you agree to serve as President and Chief Executive Officer of the Corporation and the Partnership and a member of the Board of Directors of the Corporation. The term of your employment under this Agreement shall commence at the expiration of your employment with your prior employer on May 1, 2017 (the “ Commencement Date ”), and shall continue until the third anniversary of the Commencement Date, provided, that , the term of your employment shall automatically extend for one additional year upon the third anniversary of the Commencement Date and each anniversary thereafter, unless either party provides the other with at least ninety (90) days’ written notice prior to the end of the then-current term not to extend the term of your employment, or as otherwise provided in Section 6. The term of your employment under this Agreement is referred to herein as the “ Employment Term .”

2.      Duties . During the Employment Term, and except for illness and reasonable vacation periods consistent with Company policies for executive officers, you shall devote all of your business time, attention, skill and efforts exclusively to the business and affairs of the Company and its affiliates, shall not be engaged in any other business activity, and shall perform and discharge well and faithfully the duties of the offices of the Company held by you, reporting directly to the Board of Directors of the Corporation. In addition, you will have reporting responsibilities to the Chief Executive Officer of AXA Financial Inc., a Delaware corporation (“ AXA Financial ”), and to the Group Head of Global Asset Management of AXA, a societe anonyme organized under the laws of the Republic of France (“ AXA ”), each of AXA Financial and AXA an indirect parent of the Corporation. Notwithstanding the foregoing, nothing in this letter agreement (the “ Agreement ”) shall preclude you from devoting time during reasonable periods required for (a) delivering lectures and fulfilling speaking engagements, (b) engaging in charitable, community and other personal activities and (c) serving on the boards of Wind River Trust Company, Dominus Limited, Haverford College and 955 Tenant Stockholders, Inc. (the “ Existing Directorships ”) and the boards of any other not-for-profit entities, in each case subject to the terms of the Company’s Code of Business Conduct and Ethics and approval of the Board of the Corporation, and in each case, in accordance with Company policies as they may exist or be amended from time to time, and provided that such activities do not materially affect or interfere with the performance of your duties and obligations to the Company or any of its affiliates. For avoidance of doubt, your Existing Directorships have been approved as of the date hereof by the Board of Directors of the Corporation and remain subject to the approval of the Company’s Compliance Department in accordance with the Company’s Code of Business Conduct and Ethics, which shall be obtained promptly following the Commencement Date. You shall have the duties and authority consistent with the position of a chief executive officer of a publicly traded entity with respect to Holding.

3.      Place of Performance . The principal place of your employment will be in New York City, New York, USA, but you understand and acknowledge that your duties under this Agreement will entail significant domestic and international travel.

4.      Compensation . You shall be compensated for services rendered during the Employment Term as follows:

5.      Employee Benefits .

6.      Termination of Employment . For purposes of determining entitlements pursuant to this Agreement the following definitions shall apply:

7.      Compensation upon Termination .

The severance benefits provided for herein shall be in lieu of any other severance benefits under any Company plan or policy and you hereby waive any right to participate in any such arrangement.

8.      Nonsolicitation and Noncompetition .

9.      Confidentiality . During your employment by the Company, and continuing after the Employment Term, and except as otherwise required by law (or as provided below), you shall not disclose or make accessible to any business, person or entity, or make use of (other than in the course of the business of the Company) any trade secrets, proprietary knowledge or confidential information which you shall have obtained during your employment by the Company and which shall not be generally known to or recognized by the general public. All information regarding or relating to any aspect of the business of the Company or any of its affiliates, including but not limited to that relating to existing or contemplated business plans, activities or procedures, current or prospective clients, current or prospective contracts or other business arrangements, current or prospective products, facilities and methods, manuals, intellectual property, price lists, financial information (including the revenues, costs, or profits associated with any of the products or services of the Company or any of its affiliates), or any other information acquired because of your employment by the Company, shall be conclusively presumed to be confidential; provided, however , that confidential information shall not include any information known generally to the public or commonly known in the financial services industry (in each case, other than as a result of unauthorized disclosure by you). Your obligations under this Section 9 shall be in addition to any other confidentiality or nondisclosure obligations you have to the Company at law or under any other Company policy or agreements. Notwithstanding the foregoing, nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. In addition, notwithstanding anything in this Agreement to the contrary, including but not limited to any confidentiality, non-disclosure or non-disparagement provisions, nothing herein waives or limits your right to report possible violations of law or regulation to any governmental agency or federal or state regulatory authority or self-regulatory organization, to make other disclosures that are protected under any law or regulation, to cooperate with any investigation or proceeding by a governmental agency, federal or state regulatory authority, or self-regulatory organization or to receive an award for information provided to any securities regulatory agency or authority. In addition, you may reveal Confidential Information as reasonably appropriate in connection with any litigation between you and the Company or any of its affiliates.

10.      Other Matters .

11.      Applicable Taxes . There shall be deducted from any compensation payments made under this Agreement any U.S. federal, state, and local taxes or other amounts required to be withheld under U.S. federal, state and local tax law.

12.      Indemnification and Insurance . During your employment with the Company, whether prior to, during or after the Employment Term, to the extent provided in the Corporation’s charter and by-laws and the Partnership Limited Partnership Agreements and applicable liability insurance policies, you will be entitled to the protections afforded by the indemnification provisions of the Corporation’s charter and by-laws and the Partnership Limited Partnership Agreements and by the directors and officers liability insurance policies purchased from time to time and maintained by the Corporation and the Partnership, to the same extent as other directors and senior officers of the Corporation and the Partnership.

13.      Change in Control .

14.      Internal Revenue Code Section 409A .

15.      Survival . The expiration of the Employment Term or termination of your employment shall not destroy or diminish the binding force and effect of any of the provisions of this Agreement that expressly, or by reasonable implication, come into or continue in effect on or after such expiration or termination, including, without limitation, Sections 4, 7, 8, 9, 11, 12, 13 and 14.

16.      Counterparts . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become a binding agreement when one or more counterparts have been signed by each party and delivered to the other party.

[ Signature Page Follows ]    

If the foregoing accurately sets forth the terms of your employment with the Company, please so indicate by signing below and returning one signed copy of this letter agreement to the Company.

ALLIANCEBERNSTEIN L.P.

ALLIANCEBERNSTEIN HOLDING L.P.

AGREED TO AND ACCEPTED BY

/s/ Seth Bernstein    
Seth Bernstein

_April 28, 2017    
Date

DEFINITION OF “CHANGE IN CONTROL”

For purposes of the Agreement, “ Change in Control ” shall mean the occurrence, directly or indirectly, of any one of the following:

CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE

This CONFIDENTIAL GENERAL RELEASE AND AGREEMENT (the “ Agreement ”) is made and entered into pursuant to section 7(c) of the Employment Agreement (“ Employment Agreement ”) dated as of March __, 2017 between Seth Bernstein (“ Employee ”) and AllianceBernstein L.P. (the “ Private Partnership ”), AllianceBernstein Holding L.P. (“ Holding ,” and together with the Private Partnership, the “ Partnership ”) and AllianceBernstein Corporation (the “ Corporation ”, and together with the Partnership, the “ Company ”) and sets forth the agreement concerning the termination of employment of Employee with the Company (the Company and its current and former parents, subsidiaries and affiliates, and its and their respective current and former successors or predecessors and assigns, are collectively referred to herein as “ AllianceBernstein ”).

1. Employee acknowledges and agrees that Employee’s employment with the Company terminated on _________, 20__. Employee further acknowledges and agrees that, as of Employee’s termination date, Employee resigns from any and all officer positions and directorships Employee may hold with AllianceBernstein, if any. In consideration for signing this Agreement and in exchange for the promises, covenants and waivers set forth herein, and provided Employee has not revoked this Agreement as set forth below, the Company will provide Employee the payments and other benefits set forth in section 7(c) of the Employment Agreement, less applicable withholdings, payable or provided at the times and in the manner set forth in section 7(c) of the Employment Agreement. No portion of this amount shall be considered compensation for any Company benefit plan or program.

2.      In consideration of the payment and benefits described above, and for other good and valuable consideration, Employee by this instrument releases and forever discharges, AllianceBernstein and their representatives, agents, attorneys, shareholders, officers, directors and employees, both individually and in their official capacities (collectively, the “ AllianceBernstein Releasees ”) from: all debts, obligations, promises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, actions, causes of action, judgments, damages, expenses, claims or demands, in law or in equity, which Employee ever had, now has, or which may arise in the future, regarding any matter arising on or before the date of Employee’s execution of this Agreement, including but not limited to all claims (whether known or unknown) regarding Employee’s employment with or termination of employment from AllianceBernstein, any contract (express or implied), any claim for equitable relief or recovery of punitive, compensatory, or other damages or monies, attorneys’ fees, any tort, and all claims for alleged discrimination based upon age, race, color, sex, sexual orientation, marital status, religion, national origin, handicap, genetic information, disability or retaliation, including any claim, asserted or unasserted, which could arise under Title VII of the Civil Rights Act of 1964; the Equal Pay Act of 1963; the Age Discrimination in Employment Act of 1967 (“ ADEA ”); the Older Workers Benefit Protection Act of 1990; the Americans with Disabilities Act of 1990; the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Employee Retirement Income Security Act of 1974; the Family and Medical Leave Act of 1993; the Civil Rights Act of 1991; the Worker Adjustment and Retraining Notification Act of 1988; the Sarbanes-Oxley Act; the Genetic Information Nondiscrimination Act; the Pregnancy Discrimination Act; the Uniformed Services Employment and Reemployment Rights Act; the New York State Human Rights Law; the New York City Human Rights Law; and any other federal, state or local laws, rules or regulations, whether equal employment opportunity laws, rules or regulations or otherwise (hereinafter, collectively referred to as the “ Claims ”). Claims shall not include any claim relating to: (i) obligations under this Agreement; (ii) obligations under the Employment Agreement that survive in accordance with the terms thereof or this Agreement; (iii) obligations that, in each case, by their terms are to be performed after the date hereof (including, without limitation, obligations to Employee under any equity compensation awards or agreements or obligations under any pension plan or other benefit or deferred compensation plan, all of which shall remain in effect in accordance with their terms); (iv) obligations to indemnify Employee respecting acts or omissions in connection with Employee’s service as a director, officer or employee of AllianceBernstein; (v) obligations with respect to insurance coverage under any directors’ and officers’ liability insurance policies; (vi) Employee’s rights to obtain contribution in the event of the entry of judgment against Employee as a result of any act or failure to act for which both Employee, the Private Partnership, Holding, the Corporation, or AllianceBernstein are jointly responsible; (vii) any rights that Employee may have as a unit holder of Holding; and (viii) facts or circumstances arising after the date hereof. This Agreement may not be cited as, and does not constitute an admission by AllianceBernstein of, any violation of any such law or legal obligation with respect to any Claims.

3.      Employee represents and agrees that Employee has not filed any lawsuits or arbitrations against any AllianceBernstein Releasee, or filed or caused to be filed any charges or complaints against any AllianceBernstein Releasee with any municipal, state or federal agency charged with the enforcement of any law or any self-regulatory organization. Pursuant to and as a part of Employee’s release and discharge of the AllianceBernstein Releasees in respect of Claims, as set forth herein, with the sole exception of Employee’s right to bring a proceeding pursuant to the Older Workers Benefit Protection Act of 1990 to challenge the validity of Employee’s release of claims pursuant to the ADEA, Employee agrees, to the extent such agreement is not inconsistent with EEOC Enforcement Guidance On Non-Waivable Employee Rights Under EEOC-Enforced Statutes dated April 11, 1997, and to the fullest extent permitted by law, not to sue or file a charge, complaint, grievance or demand for arbitration against any AllianceBernstein Releasee in any forum or assist or otherwise participate willingly or voluntarily in any claim, arbitration, suit, action, investigation or other proceeding of any kind which relates to any matter that involves the AllianceBernstein Releasees, and that occurred up to and including the date of Employee’s execution of this Agreement, unless (a) required to do so by court order, subpoena or other directive by a court, administrative agency, arbitration panel or legislative body, or to enforce this Agreement; or (b) requested to engage in conduct permissible under paragraph 7(c) of this Agreement. To the extent any such action may be brought by a third party, Employee expressly waives any claim to any form of monetary or other damages, or any other form of recovery or relief in connection with any such action. Nothing in this Agreement shall prevent Employee (or Employee’s attorneys) from (i) commencing an action or proceeding to enforce this Agreement, or (ii) exercising Employee’s right under the Older Workers Benefit Protection Act of 1990 to challenge the validity of Employee’s waiver of ADEA claims set forth in paragraph 2 of this Agreement.

4.      Employee represents, warrants and acknowledges that the Company owes Employee no wages, commissions, bonuses, sick pay, personal leave pay, severance pay, notice pay, vacation pay, or other compensation or benefits or payments or form of remuneration of any kind or nature, other than that specifically provided for in this Agreement or the Employment Agreement and, if applicable, any AXA or AXA Financial equity plan or employee benefit plan.

5.      Employee agrees not to make intentionally disparaging remarks about AllianceBernstein, or issue any communication, written or otherwise, that reflects adversely on or encourages any adverse action against AllianceBernstein, except if testifying truthfully under oath pursuant to any subpoena, order, directive, request, or other legal process or otherwise required by law. The Company agrees not to make or cause to be made or authorize any public statements intentionally disparaging or defaming Employee, or issue any communication, written or otherwise, that reflects adversely on or encourages any adverse action against Employee, except if testifying truthfully under oath pursuant to any subpoena, order, directive, request, or other legal process or otherwise required by law. The Company will also specifically instruct the members of the Board of Directors of the Corporation, the members of the Management Executive Committee of the Partnership, the members of the AXA Management Board and any other individuals to be mutually agreed not to make or issue any communication, written or otherwise, that disparages or criticizes or reflects adversely on or encourages any adverse action against Employee, except if testifying truthfully under oath pursuant to any lawful court order or subpoena or otherwise responding to or providing disclosures required by law.

6.      Employee agrees to abide by the provisions of section 8(c) and section 9 of the Employment Agreement during the periods set forth therein, respectively. Employee further confirms that Employee has delivered to the Company any and all property and equipment of the Company, including, without limitation, laptop computers, any other Company equipment, hardware, software and/or materials, Employee’s card key, identification card and passwords which may have been in Employee’s possession.

7.      Employee agrees not to disclose the terms, contents or execution of this Agreement, any Claims that have been or could have been raised against AllianceBernstein Releasees, or the facts and circumstances underlying this Agreement, except in the following circumstances:

(a)      Employee may disclose the terms of this Agreement to Employee’s immediate family, so long as such family member agrees to be bound by the confidential nature of this Agreement;

(b)      Employee may disclose the terms of this Agreement to (i) Employee’s financial and tax advisors so long as such financial and tax advisors agree to be bound by the confidential nature of this Agreement, (ii) taxing authorities if requested by such authorities and so long as they are advised of the confidential nature of this Agreement and (iii) Employee’s legal counsel;

(c)      Pursuant to the order of a court or governmental agency of competent jurisdiction, or for purposes of securing enforcement of the terms and conditions of this Agreement; and

(d)      Any non-disclosure provision in this Agreement, including without limitation this paragraph 7, does not prohibit or restrict Employee (or Employee’s attorneys) from responding to any inquiry, or providing testimony, about this Agreement or its underlying facts and circumstances by, or before, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other self-regulatory organization or any other federal or state regulatory authority.

8.      Upon service on Employee of any subpoena, order, directive, request or other legal process requiring Employee to engage in conduct encompassed within paragraphs 5, 6, or 7 of this Agreement, Employee or Employee’s attorney shall immediately notify the Company of such service and of the content of any testimony or information to be provided pursuant to such subpoena, order, directive, request or other legal process and, to the extent permitted by such subpoena, order, directive, request or other legal process and applicable law, immediately send to the undersigned representative of the Company via overnight delivery (at the Company’s expense) a copy of said documents served upon Employee; provided, however, that if Employee is requested to engage in conduct permitted under paragraph 7(c) of this Agreement Employee may comply with Employee’s obligations under this paragraph after Employee has responded to the inquiry or provided the testimony sought.

9.      Employee agrees that Employee will, to the extent permitted by applicable law, reasonably assist and cooperate with the Company in connection with the defense or prosecution of any claim that may be made against or by AllianceBernstein, or in connection with any ongoing or future investigation or dispute or claim of any kind involving AllianceBernstein, including any proceeding before any arbitral, administrative, judicial, legislative, or other body or agency, including preparing for and testifying in any proceeding to the extent such claims, investigations or proceedings relate to services performed by Employee or any act or omission by Employee, during the period that Employee was employed by AllianceBernstein. The Company shall reimburse Employee for reasonable expenses incurred in carrying out the provisions of this paragraph (including the cost of independent counsel if reasonably appropriate). Employee shall not be required to cooperate against his own legal interests.

10.      Employee agrees to abide by the terms of each of sections 8(a) and 8(b) of the Employment Agreement during the periods set forth therein, respectively.

11.      Notwithstanding anything in this Agreement or the Employment Agreement to the contrary, including but not limited to any confidentiality, non-disclosure, non-disparagement, or cooperation provisions, waives or limits Employee’s right to report possible violations of law or regulation to any governmental agency or federal or state regulatory authority or self-regulatory organization, to make other disclosures that are protected under any law or regulation, to cooperate with any investigation or proceeding by a governmental agency, federal or state regulatory authority, or self-regulatory organization or to receive an award for information provided to any securities regulatory agency or authority.

12.      This Agreement and the Employment Agreement together constitute the entire agreement between the Company and Employee with respect to the subject matter herein. Employee affirms that, in entering into this Agreement, Employee is not relying upon any oral or written promise or statement (other than those in the Employment Agreement and this Agreement) made by anyone at any time on behalf of AllianceBernstein.

13.      This Agreement is binding upon Employee and Employee’s successors, assigns, heirs, executors, administrators and legal representatives.

14.      If any of the provisions, terms or clauses of this Agreement are declared illegal, unenforceable or ineffective, those provisions, terms and clauses shall be deemed severable, such that all other provisions, terms and clauses of this Agreement shall remain valid and binding upon all parties hereto.

15.      Without detracting in any respect from any other provision of this Agreement:

(a)      Employee, in consideration of the payments and benefits provided to Employee as described in paragraph 1 of this Agreement, agrees and acknowledges that this Agreement constitutes a knowing and voluntary waiver of all Claims Employee has or may have against AllianceBernstein Releasees as set forth herein, including, but not limited to, all Claims arising under the ADEA, as amended, including, but not limited to, all claims of age discrimination in employment and all Claims of retaliation in violation of the ADEA; and Employee has no physical or mental impairment of any kind that has interfered with Employee’s ability to read and understand the meaning of this Agreement or its terms.

(b)      Employee understands that, by entering into this Agreement, Employee does not waive rights or claims that may arise after the date of Employee’s execution of this Agreement, including without limitation any rights or claims that Employee may have to secure enforcement of the terms and conditions of this Agreement.

(c)      The Company hereby advises Employee to consult with an attorney prior to executing this Agreement.

(d)      Employee acknowledges that Employee was informed that Employee had at least twenty-one (21) days in which to review and consider this Agreement, to review the information as required by the ADEA if applicable (provided that a copy of such information has been attached to and made part of this Agreement), and to consult with an attorney regarding the terms and effect of this Agreement.

16.      Employee may revoke this Agreement within seven (7) days from the date Employee signs this Agreement, in which case this Agreement shall be null and void and of no force or effect on either the Company or Employee. Any revocation must be in writing and received by the Company by 5:00 p.m. on the seventh day after this Agreement is executed and delivered by Employee. Such revocation must be sent to ________________________, AllianceBernstein Human Capital Department, 1345 Avenue of the Americas, New York, NY 10105.

17.      This Agreement may not be changed or altered, except by a writing signed by an authorized executive officer of each of Holding, the Private Partnership, the Corporation and Employee. The laws of the State of New York will apply to any dispute concerning this Agreement.

18.      Employee understands and agrees that the terms set out in this Agreement shall survive the signing of this Agreement and receipt of benefits hereunder.

PLEASE READ CAREFULLY. THIS AGREEMENT HAS IMPORTANT LEGAL CONSEQUENCES.

EMPLOYEE EXPRESSLY ACKNOWLEDGES, REPRESENTS, AND WARRANTS THAT EMPLOYEE HAS READ THIS AGREEMENT CAREFULLY; THAT EMPLOYEE FULLY UNDERSTANDS THE TERMS, CONDITIONS, AND SIGNIFICANCE OF THIS AGREEMENT; THAT THE COMPANY HAS ADVISED EMPLOYEE TO CONSULT WITH AN ATTORNEY CONCERNING THIS AGREEMENT; THAT EMPLOYEE HAS HAD A FULL OPPORTUNITY TO REVIEW THIS AGREEMENT WITH AN ATTORNEY; THAT EMPLOYEE UNDERSTANDS THAT THIS AGREEMENT HAS BINDING LEGAL EFFECT; AND THAT EMPLOYEE HAS EXECUTED THIS AGREEMENT FREELY, KNOWINGLY AND VOLUNTARILY.

Date:               

Seth Bernstein

On this ___ day of _________ 20__, before me personally came _________________, to me known to be the individual described in the foregoing instrument, who executed the foregoing instrument in my presence, and who duly acknowledged to me that she executed the same.

Notary Public    

AllianceBernstein L.P.

Date:         
By:         
Name:    
Title:

AllianceBernstein Holding L.P.

Date:         
By:         
Name:    
Title:

AllianceBernstein Corporation

Date:         
By:         
Name:    
Title:

Employee must sign and return this Agreement to ___________________, AllianceBernstein Human Capital Department, 1345 Avenue of the Americas, New York, New York 10105 no later than midnight on the 21 ^st day following Employee’s receipt of this Agreement or irrevocably lose the opportunity to receive the consideration detailed herein. Employee received this Agreement on _________________________

April 30, 2017

Peter S. Kraus

This agreement (this “ Agreement ”) is entered into as of April 30, 2017 between AXA America Holdings, Inc., a Delaware corporation (“ Purchaser ”), and Peter S. Kraus (“ Seller ”) for the purchase and sale of units representing assignments of beneficial ownership of limited partnership interests (“ AB Holding Units ”) in AllianceBernstein Holding L.P. (the “ Company ”).

Very truly yours,

AXA AMERICA HOLDINGS, INC.

By:_ /s/ Mark Pearson __________________
Name: Mark Pearson
Title: President

ACKNOWLEDGED AND AGREED:

_ /s/ Peter S. Kraus ____________________
Peter S. Kraus