Exhibit 99(h)(2)

                                  AMENDMENT TO
                           TRANSFER AGENCY AGREEMENT

            Amendment made this day of June 14, 2006 between ALLIANCEBERNSTEIN
LARGE CAP GROWTH FUND, INC., (formerly known as Alliance Wealth Builder Fund,
Inc.) a Maryland corporation (the "Fund") and ALLIANCEBERNSTEIN INVESTOR
SERVICES, INC. (formerly known as Alliance Fund Services, Inc.), a Delaware
Corporation ("ABIS").

                                   WITNESSETH

            WHEREAS, the Fund and ABIS wish to amend the Transfer Agency
Agreement dated as of September 17, 1992 (the "Agreement") in the manner set
forth herein;

            NOW, THEREFORE, the parties agree as follows:

            1. Amendment of Agreement. Section 35 of the Agreement is hereby
amended and restated to read as follows:

            SECTION 35. This Agreement may be executed in more than one
      counterpart, each of which shall be deemed to be an original, and
      shall become effective on the last date of signature below unless
      otherwise agreed by the parties. Unless sooner terminated pursuant
      to SECTION 32, this Agreement will continue until July 31, 1993
      and will continue in effect thereafter so long as its continuance
      is specifically approved at least annually by the Board of
      Directors or Trustees or by a vote of the stockholders of the Fund
      and in either case by a majority of the Directors or Trustees who
      are not parties to this Agreement or interested persons of any
      such party, at a meeting called for the purpose of voting on this
      Agreement.

            2. No Other Changes. Except as provided herein, the Agreement shall
be unaffected hereby.

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            IN WITNESS WHEREOF, the parties hereto have executed this Amendment
to the Agreement.

                                ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND, INC.

                                By:  /s/ Emilie D. Wrapp
                                     -------------------------------------------
                                     Name:   Emilie D. Wrapp
                                     Title:  Secretary


                                ALLIANCEBERNSTEIN INVESTOR SERVICES, INC.

                                By:  /s/ George Hrabovsky
                                     -------------------------------------------
                                     Name:   George Hrabovsky
                                     Title:  President