ALLIANCEBERNSTEIN CORPORATE SHARES

                                AMENDMENT NO. 1

                                       TO

            AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST

      The undersigned, being at least a majority of the duly elected and
qualified Trustees of AllianceBernstein Corporate Shares, a Massachusetts
business trust, created and existing under an Agreement and Declaration of Trust
dated January 26, 2004, as amended and restated May 3, 2006 (the "Agreement"), a
copy of which is on file in the Office of the Secretary of State of The
Commonwealth of Massachusetts, do hereby direct that this amendment No. 1 be
filed with the Secretary of State of The Commonwealth of Massachusetts and do
hereby amend to read in its entirety the first sentence of Section 6 of the
Article III of the Agreement as follows:

            "Without limiting the authority of the Trustees set forth in Section
            5, inter alia, to establish and designate any further Series or
            classes or to modify the rights and preferences of any Series or
            classes, each of the following Series and classes shall be, and is
            hereby, established and designated: AllianceBernstein Corporate
            Income Shares and AllianceBernstein Municipal Income Shares."

      The foregoing amendment may be executed in several counterparts, each of
which shall be deemed an original, but all of which taken together shall
constitute one instrument, and shall become effective as of the time it is filed
with the Secretary of State of The Commonwealth of Massachusetts.

      IN WITNESS WHEREOF, the undersigned have signed this amendment as of the
date set forth below.

       /s/ John H. Dobkin
       ------------------------                          Date: May 6, 2010
       John H. Dobkin

       /s/ Michael J. Downey
       ------------------------                          Date: May 6, 2010
       Michael J. Downey

       /s/ William H. Foulk, Jr.
       ------------------------                          Date: May 6, 2010
       William H. Foulk, Jr.

       /s/ D. James Guzy
       ------------------------                          Date: May 6, 2010
       D. James Guzy

       /s/ Nancy P. Jacklin
       ------------------------                          Date: May 6, 2010
       Nancy P. Jacklin

       /s/ Garry L. Moody
       ------------------------                          Date: May 6, 2010
       Garry L. Moody

       /s/ Marshall C. Turner, Jr.
       ------------------------                          Date: May 6, 2010
       Marshall C. Turner, Jr.

       /s/ Earl D. Weiner
       ------------------------                          Date: May 6, 2010
       Earl D. Weiner

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