ALLIANCE CAPITAL MANAGEMENT HOLDING LP
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<TYPE>EX-10.11
<SEQUENCE>13
<FILENAME>j0172_ex10-11.htm
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<p align=center><b><font size=3>DEFERRAL AGREEMENT<br>
UNDER<br>
THE ALLIANCE CAPITAL MANAGEMENT L.P.<br>
ANNUAL ELECTIVE DEFERRAL PLAN<br>
FOR<br>
YEAR 2000 BONUS OR YEAR END COMMISSION PAYMENTS</font></b></p>

<p><font size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; This agreement (the &ldquo;<b>Plan Agreement</b>&rdquo;) is entered
between<br>
Robert Joseph (&ldquo;<b>you</b>&rdquo;) and Alliance Capital Management L.P. (the &ldquo;<b>Company</b>&rdquo;)
with respect to your elective deferral of a portion of your Bonus or Year End
Commission Payments for the year 2000 under the Alliance Capital Management
L.P. Annual Elective Deferral Plan (the &ldquo;<b>Plan</b>&rdquo;).&nbsp;
You have elected to defer a portion of your year 2000 Bonus or Year End
Commission Payments as set forth in the Deferral Election signed by you and
submitted with this Plan Agreement (your &ldquo;<b>Elective Deferral</b>&rdquo;) and in connection with
that deferral you agree to the terms set forth in this Plan Agreement.&nbsp; The Plan provides a description of the terms
and conditions governing your Elective Deferral and all other aspects of your
participation in the Plan.&nbsp; If there is
any inconsistency between the terms of this Plan Agreement and the terms of the
Plan, the Plan&rsquo;s terms completely supersede and replace the conflicting terms
of this Plan Agreement.&nbsp; All capitalized
terms have the meanings given them in the Plan, unless specifically stated
otherwise in this Plan Agreement.</font></p>

<p><font size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </font><b><font>1.</font></b><font>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b>Crediting of Your Elective Deferral</b>.&nbsp; Your Elective Deferral will be credited to
you under the Plan as of the date such amount(s) would otherwise have been paid
to you absent your Deferral Election.</font></p>

<p><font size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </font><b><font>2.</font></b><font>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b>Crediting of Your Company Matching Contribution</b>.&nbsp; As of the date that you are credited with
the amount(s) constituting your Elective Deferral, you shall also be credited
with an additional amount equal to 20% of those amount(s) (the &ldquo;<b>Company
Matching Contribution</b>&rdquo;).</font></p>

<p><font size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </font><b><font>3.</font></b><font>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b>Conversion to Units</b>.&nbsp; Your Elective Deferral and related Company
Matching Contribution shall be converted into Units as soon as practicable
after such amounts are credited to you.&nbsp;
The price per Unit used for such conversion shall be based on:</font></p>

<dir>
<table border=0 cellspacing=0 cellpadding=0 width="95%">
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  <td width=35 valign=top>
  <font size=3>(i)</font>
  </td>
  <td width=902 valign=top>
  <font size=3>For Units purchased from one or more
  holders of outstanding Units, the cost paid by the Company for such Units as
  determined pursuant to the purchase and pricing methodologies generally used
  under the Partners Plan, reduced, at the discretion of the Committee, by the
  applicable commissions and purchase transaction fees; and</font>
  </td>
 </tr>
</TABLE>
</dir>

<p><font size=3 face=Times>&nbsp;</font></p>

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<p>&nbsp;</p>

<dir>
<table border=0 cellspacing=0 cellpadding=0 width="95%">
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  <td width=35 valign=top>
  <font size=3>(ii)</font>
  </td>
  <td width=902 valign=top>
  <font size=3>For Units newly issued and acquired
  directly from Holding, a price equal to the average regular session closing
  price of the Units reflected on the NYSE composite tape for the December 31
  following the relevant Deferral Election Date (or, if such date is not a
  trading day on the NYSE, then the last preceding trading day).</font>
  </td>
 </tr>
</TABLE>
</dir>

<p><font size=3>&nbsp;</font></p>

<p><font size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </font><b><font>4.</font></b><font>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b>Distributions on Units</b>.&nbsp; Any quarterly or special distribution paid
with respect to Units credited to you shall also be credited to you and shall
be converted into additional Units at such intervals as may be established by
the Committee, but in any event no less frequently that annually.&nbsp; The price per Unit used for such conversion
shall be based on:</font></p>

<dir>
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 <tr>
  <td width=35 valign=top>
  <font size=3>(i)</font>
  </td>
  <td width=903 valign=top>
  <font size=3>For Units purchased from one or more
  holders of outstanding Units, the cost paid by the Company for such Units as
  determined pursuant to the purchase and pricing methodologies generally used
  under the Partners Plan, reduced, at the discretion of the Committee, by the
  applicable commissions and purchase transaction fees; and</font>
  </td>
 </tr>
 <tr>
  <td width=35 valign=top>&nbsp;
  </td>
  <td width=903 valign=top>&nbsp;
  </td>
 </tr>
 <tr>
  <td width=35 valign=top>
  <font size=3>(ii)</font>
  </td>
  <td width=903 valign=top>
  <font size=3>For Units newly issued and acquired
  directly from Holding, a price equal to the average regular session closing
  price of the Units reflected on the NYSE composite tape for the date such
  distributions are paid.</font>
  </td>
 </tr>
</TABLE>
</dir>

<p><font size=3>&nbsp;</font></p>

<p><font size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </font><b><font>5.</font></b><font>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b>Your Account</b>.&nbsp; As of the date that you are credited with cash amounts in respect
of your Elective Deferral, Company Matching Contribution or any distribution on
Units credited to you in respect of your Elective Deferral or Company Matching
Contribution, those amounts shall be posted to a bookkeeping account
established under the Plan in your name (your &ldquo;<b>Plan Account</b>&rdquo;).&nbsp; As of the date that any such amounts are
converted into Units, your Plan Account shall be amended to reflect such
conversion to Units.</font></p>

<p><font size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </font><b><font>6.</font></b><font>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b>Vesting</b>.</font></p>

<p><font size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <i>Elective
Deferrals</i>. Your Elective Deferral and all distributions credited
with respect to Units into which your Elective Deferral has been converted,
shall be 100% vested and non-forfeitable from and after the date such Elective
Deferral and distributions are credited to you.</font></p>

<p><font size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp; <i>Company Match</i>.&nbsp; You shall become vested in your Company Matching Contribution and
all distributions credited with respect to Units into which your Company
Matching Contribution has been converted, in installments of one-third of the
amount of your Company Matching Contribution and such distributions as of
December 31 of each of 2001, 2002 and 2003, provided that you remain in the
employ of the Company or an affiliate as of each such December 31, except that
the entire amount of your Company Matching Contribution and the related
distributions credited to you will fully vest if, prior to your Termination of
Employment, you die, incur a Disability or attain age 62.&nbsp; In the event of your Termination of Employment
prior to age 62 other than due to death or Disability, to the extent that any
portion of your Company Matching Contribution and related distributions is not
vested as of the date of your Termination of Employment, such unvested portion
shall be forfeited by you.</font></p>

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<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><font size=3>7.</font></b><font>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b>Distribution</b>.</font></p>

<p><font size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <i>Distribution
Election</i>.&nbsp; You are required
to complete the distribution section of your Deferral Election to designate the
time and method of distribution for the amounts covered by your Deferral
Election and the Company Matching Contribution and distributions relating to
such amounts.&nbsp; The distribution
instructions set forth in your Deferral Election shall be irrevocable as to the
amounts covered by such election; provided, however, that, if you so request,
the Committee may, in its sole discretion, allow you to amend your distribution
instructions to extend the deferral of the amounts covered by your Deferral
Election and the Company Matching Contribution and related distributions, if
such amendment is made at least one year prior to the scheduled distribution commencement
date for such amounts and the amendment defers commencement of such
distribution for at least three years beyond the scheduled distribution
commencement date.</font></p>

<p><font size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <i>Uncertainty
as to Distribution Commencement Date</i>.&nbsp; If, with respect to amounts covered by your Deferral Election,
you have failed to elect a distribution commencement date or there exists any
ambiguity as to the distribution commencement date you have elected, such
amounts (including the relevant vested Company Matching Contribution) may be
distributed to you after the earlier of the date of your Termination of
Employment or the third anniversary of your Deferral Election Date, unless
determined otherwise by the Committee, in its sole discretion.</font></p>

<p><font size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <i>Uncertainty
as to Method of Payment</i>.&nbsp; If,
with respect to amounts covered by your Deferral Election, you have failed to
elect a method of payment or there exists any ambiguity as to the method of
payment you elected, the method of payment for such amounts (including the
relevant vested Company Matching Contribution) shall be lump sum, unless
determined otherwise by the Committee, in its sole discretion.</font></p>

<p><font size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <i>Form of
Distributions</i>.&nbsp; All
distributions shall be paid in-kind in the form of Units.</font></p>

<p><font size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </font><b><font>8.</font></b><font>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b>Financial Emergencies</b>.&nbsp; If you experience an Unforseeable Financial
Emergency, you may petition the Committee to (i) suspend any deferrals required
but not yet made under your Deferral Election and/or (ii) receive a partial or
full payout of you Account Balance.&nbsp; The
Committee shall have complete discretion to accept or reject your petition and
to determine the amounts, if any, which may be paid out to you; provided,
however, that the payout shall not exceed the lesser of your Account Balance,
or the amount reasonably needed to satisfy the Unforseeable Financial
Emergency.</font></p>

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<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><font size=3>9.</font></b><font>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b>Withdrawal Election</b>.&nbsp; You (or, after your death, your Beneficiary)
may elect, at any time, to withdraw all of your Account Balance, less a
withdrawal penalty equal to 10% of such amount.&nbsp; This election can be made at any time before or after your
Retirement, Disability, death or Termination of Employment, and whether or not
you (or your Beneficiary) is in the process of being paid pursuant to an
installment payment schedule.&nbsp; No
partial withdrawals of your Account Balance shall be allowed.&nbsp; You (or your Beneficiary) shall make this
election by giving the Committee advance written notice of the election in a
form determined from time to time by the Committee.&nbsp; Once you have withdrawn your Account Balance your participation
in the Plan shall terminate and you shall not be eligible to participate in the
Plan in the future.</font></p>

<p><font size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </font><b><font>10.</font></b><font>&nbsp;&nbsp;&nbsp;&nbsp; <b>Beneficiary Designation</b>.&nbsp; You are encouraged to designate a
Beneficiary to receive your Account Balance under the Plan in the event of your
death.&nbsp; You may do so by completing and
signing a Beneficiary Designation Form provided by the Committee and returning
it to the Committee.&nbsp; You shall have the
right to change a Beneficiary by completing, signing and otherwise complying
with the terms of the Beneficiary Designation Form and the Committee's rules
and procedures, as in effect from time to time.&nbsp; Upon the acceptance by the Committee of a new Beneficiary
Designation Form, all Beneficiary designations previously filed shall be
canceled.&nbsp; The Committee shall be entitled
to rely on the last Beneficiary Designation Form filed by you and accepted by
the Committee prior to your death.&nbsp; No
designation or change in designation of a Beneficiary shall be effective until
received, accepted and acknowledged in writing by the Committee or its
designated agent.&nbsp; In the event of your
death, the amounts relating to your Elective Deferral and the related Company
Matching Contribution as well as all other amounts comprising your Account Balance
will be distributed in accordance with your last Beneficiary Designation Form
submitted and acknowledged by the Committee.&nbsp;
If you fail to designate a Beneficiary by way of a properly completed
Beneficiary Designation Form acknowledged by the Committee or if all your
designated Beneficiaries predecease you or die prior to complete distribution
of your Account Balance, then your designated Beneficiary shall be deemed to be
your estate.&nbsp; If the Committee has any
doubt as to the proper Beneficiary to receive payments pursuant to this Plan,
the Committee shall have the right, exercisable in its discretion, to withhold
such payments until this matter is resolved to the Committee's satisfaction.</font></p>

<p><font size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </font><b><font>11.</font></b><font>&nbsp;&nbsp;&nbsp;&nbsp; <b>Tax Withholding</b>.&nbsp; As and when any federal, state or local tax or any other charge
is required by law to be withheld with respect to the vesting of amounts
credited to you, the payment of distributions on any Units credited to you and
the distribution of Units or other amounts from your Plan Account (a <b>&ldquo;Withholding
Amount&rdquo;</b>), you agree promptly to pay the Withholding Amount to the
Company in cash.&nbsp; You agree that if you
do not pay the Withholding Amount to the Company, the Company may withhold any
unpaid portion of the Withholding Amount from any amount otherwise due to
you.&nbsp; Notwithstanding the foregoing, the
Company may, in its sole discretion, establish and amend policies from time to
time for the satisfaction of Withholding Amounts by the deduction of a portion
of the Units credited to you under the Plan.</font></p>

<p><font size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </font><b><font>12.</font></b><font>&nbsp;&nbsp;&nbsp;&nbsp; <b>Administration</b>.&nbsp; It is expressly understood that the Committee is authorized to
administer, construe, and make all determinations necessary or appropriate to
the administration of the Plan and this Plan Agreement, all of which shall be
binding upon you.&nbsp; The Committee is
under no obligation to treat you or your interest under the Plan with the
treatment provided for other participants in the Plan.</font></p>

<PAGE>


<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><font size=3>13.</font></b><font>&nbsp;&nbsp;&nbsp;&nbsp; <b>Miscellaneous</b>.</font></p>

<p><font size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; This
Plan Agreement does not confer upon you any right to continuation of employment
by the Company, nor does this Plan Agreement interfere in any way with the
Company's right to terminate your employment at any time.</font></p>

<p><font size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Nothing
in this Plan Agreement is intended or should be construed as a guarantee or
assurance that you will receive any amounts in respect of a Bonus or Year End Commission
Payments or any award under the Partners Plan, and all such entitlements remain
in the sole discretion of the Company.</font></p>

<p><font size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; This
Plan Agreement will be governed by, and construed in accordance with, the laws
of the state of New York (without regard to conflict of law provisions).</font></p>

<p><font size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; This
Plan Agreement and the Plan constitute the entire understanding between you and
the Company regarding your year 2000 Elective Deferral and the related Company
Matching Contribution.&nbsp; Any prior
agreements, commitments or negotiations concerning the same are
superseded.&nbsp; This Plan Agreement may be
amended only by another written agreement, signed by both parties.</font></p>

<p><font size=3>&nbsp;</font></p>

<PAGE>


<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><font size=3>BY
SIGNING BELOW, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND
IN THE PLAN.</font></b></p>

<p><font size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; IN WITNESS WHEREOF, the parties hereto have
caused this Plan Agreement to be executed effective as of November 16, 2000.</font></p>

<p><font size=3>&nbsp;</font></p>

<dir><dir><dir><dir><dir><dir>
<p><font size=3>Alliance Capital Management L.P.<br>
By:&nbsp;&nbsp;&nbsp;&nbsp; Alliance Capital Management<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Corporation, General Partner</font></p>
</dir></dir></dir></dir></dir></dir>

<p><font size=3>&nbsp;</font></p>

<dir><dir><dir><dir><dir><dir>
<p><font size=3>Participant Signature:</font></p>
</dir></dir></dir></dir></dir></dir>

<p><font size=3>&nbsp;</font></p>

<dir><dir><dir><dir><dir><dir>
<table border=0 cellspacing=0 cellpadding=0 width="50%">
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  <td width=491 valign=top>
  <font size=3>/s/ Robert Joseph</font>


  <hr size=2 width="55%" noshade color=black align=left>
  </td>
 </tr>
 <tr>
  <td width=491 valign=top>
  <font size=3>Robert Joseph</font>
  </td>
 </tr>
</TABLE>
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