AXA FINANCIAL, INC. 1290 Avenue of Americas New York, New York 10104

1.       upon the closing (the “Closing”) of the transactions contemplated by the Acquisition Agreement, dated as of June 20, 2000 (the “Acquisition Agreement”), between Alliance Capital Management L.P., a Delaware limited partnership (“Alliance Capital”), Sanford C. Bernstein Inc., a Delaware corporation (“Sanford Bernstein”), Alliance Capital Management Holding L.P., a Delaware limited partnership and Bernstein Technologies Inc., a California corporation, AXA Financial shall cause Lew Sanders and Roger Hertog to be elected to the Board of Directors of Alliance Capital Management Corporation, a Delaware corporation (“ACMC”) for a term or for successive terms ending no earlier than the third anniversary of the Closing; provided, however, that Mr. Sanders and/or Mr. Hertog may each be removed from the Board of Directors of ACMC, prior to the third anniversary of the Closing, in accordance with Alliance Capital’s certificate of incorporation and by-laws but, in either case, only in the event his employment by Alliance Capital terminates in accordance with the terms of their respective employment agreements; and

2.       in the event that prior to the third anniversary of the Closing, either of Messrs. Sanders or Hertog ceases to serve as a member of the Board of Directors of ACMC for any reason, then AXA Financial will cause a replacement to be elected, who shall serve for a term or for successive terms ending no earlier than the third anniversary of the Closing Date; provided, however, that any such replacement may be removed from the Board of Directors of ACMC and replaced in accordance with this paragraph 2, prior to the third anniversary of the Closing, for the reasons set forth in the proviso to paragraph 1 above; and provided further, that any such replacement shall be selected by AXA Financial from the list of names attached hereto as Annex A, as such list may be amended from time to time with the prior written consent of AXA Financial and the Sanford Bernstein Committee (as such term is defined in the Acquisition Agreement).