X0202 4 2007-02-08 0001109448 ALLIANCEBERNSTEIN L.P. N/A 0001279325 MASTERS SETH J C/O ALLIANCEBERNSTEIN L.P. 1345 AVENUE OF THE AMERICAS NEW YORK NY 10105 0 1 0 0 Executive Vice President Units 2007-02-08 4 J 0 8160000 D 8160000 I By Partners On February 8, 2007, SCB and SCB Partners Inc. ("Partners") delivered an exercise notice to AXA Financial, Inc. ("AXA Financial") informing AXA Financial of Partners' intention to require AXA Financial (or its designee) to purchase 8,160,000 units of limited partnership interest in AllianceBernstein L.P. ("Units") from Partners in accordance with the terms of a purchase agreement, dated as of June 20, 2000 ("Purchase Agreement"), among AXA Financial, AllianceBernstein L.P. ("AllianceBernstein") and SCB Inc. ("SCB"). The purchase price for each Unit that may be sold to AXA Financial pursuant to the Purchase Agreement upon delivery of such exercise notice will be the average of the closing prices of a Holding Unit (as defined below) as quoted on the New York Stock Exchange Composite Transaction Tape or as otherwise quoted or reported for the 10 trading days ending on the fifth trading day following February 8, 2007. Upon the purchase by AXA Financial (or its designee) of all of the Units in respect of which Partners delivered the exercise notice, Partners will hold 8,160,000 Units. As used herein, the term "Holding Units" means units representing assignments of beneficial ownership of limited partnership interests in AllianceBernstein Holding L.P. Partners may be deemed to own beneficially and directly 8,160,000 Units. Partners is a direct, wholly-owned subsidiary of SCB. SCB, through its ownership of Partners, may be deemed to own beneficially and indirectly 8,160,000 Units. SCB disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Reporting Person, by virtue of his affiliation with SCB and Partners, may be deemed to own benefically and indirectly 8,160,000 Units. Reporting Person disclaims benefical ownership of the securities rerported herein except to the extent of his pecuniary interest therein. Adam Spilka, by pwr. att'y 2007-02-12