X0303 4 2009-12-07 0000825313 ALLIANCEBERNSTEIN HOLDING L.P. AB 0001279325 MASTERS SETH J C/O ALLIANCEBERNSTEIN L.P. 1345 AVENUE OF THE AMERICAS NEW YORK NY 10105 0 1 0 0 CIO, Blend Strat. and ABDC units rep. assignments of beneficial owner. of lp interests 2009-12-07 4 A 0 108679 26.73 A 118947 I by rabbi trust under incentive compensation award plan Holding Units 62584 D Units representing assignments of beneficial ownership of limited partnership interests in AllianceBernstein Holding L.P. ("Holding Units") The price set forth in the table is the closing price of a Holding Unit as reported for composite transactions on the New York Stock Exchange on December 7, 2009, the date the award was granted by the Compensation Committee of the Board of Directors of AllianceBernstein Corporation. This form was not filed within 48 hours of grant date because award amounts were not calculated and communicated to award recipients until the week of December 14, 2009. Reporting Person's 2009 incentive compensation award was notionally converted into Holding Units. He therefore may be deemed to have acquired 108,679 Holding Units. These Holding Units are held in a rabbi trust under the incentive compenation award program until they are distributed to Reporting Person. The award vests (subject to various agreements and covenants set forth in the award agreement) in equal annual increments on each of December 1, 2010, 2011, 2012 and 2013. On December 1, 2009, 6,443 Holding Units previously owned by Reporting Person through a rabbi trust under an incentive compensation award program were distributed to him. /s/ Mona Bhalla, by pwr. att'y 2009-12-17