Exhibit
4.1


 


AMERIPRISE
ADVISOR GROUP DEFERRED COMPENSATION PLAN


 


Effective
April 22, 2009


 

















 


AMERIPRISE
ADVISOR
GROUP DEFERRED COMPENSATION PLAN


 


Effective April 22,
2009


 


Purpose


 


The purposes of the Plan
are to provide a means for the deferral of Eligible Compensation by Eligible
Deferral Employees, and to provide specified benefits to those Eligible
Employees, who contribute materially to the continued growth, development and
future business success of Ameriprise Financial, Inc. and its
subsidiaries.  The Plan shall be unfunded
for tax purposes and for purposes of Title I of ERISA.


 


Article 1

Definitions


 


For purposes of the Plan,
unless otherwise clearly apparent from the context, the following phrases or
terms shall have the meanings indicated in this Article 1:


 


1.01.        “Aggregate
Vested Balance” shall mean, with respect to the Plan Accounts of any
Participant as of a given date, the sum of the amounts that have become vested
under all of the Participant’s Plan Accounts, as adjusted to reflect all applicable
Investment Adjustments and all prior withdrawals and distributions, in
accordance with Article 5 and the provisions of the applicable Annual
Enrollment Materials and Award Materials.


 


1.02.        “Amended
Distribution Election Form” shall mean the written form required by the
Committee to be signed and submitted by a Participant to effect a permitted
change in the Distribution Election previously made by the Participant under
any Distribution Election Form.


 


1.03.        “Annual
Deferral Account” shall mean a notional, bookkeeping account established
under the Plan to reflect the Participant’s Annual Participant Deferral for a
Plan Year, as adjusted to reflect all applicable Investment Adjustments and all
prior withdrawals and distributions in accordance with Article 5 and the
provisions of the applicable Annual Enrollment Materials.


 


1.04.        “Annual
Election Form” shall mean the written form required by the Committee to be
signed and submitted by a Participant in connection with the Participant’s
deferral election with respect to a given Plan Year.


 


1.05.        “Annual
Enrollment Forms” shall mean, for any Plan Year, the Annual Election Form,
the Distribution Election Form and any other forms or documents which may
be required of a Participant by the Committee, in its sole discretion.


 


1.06.        “Annual
Enrollment Materials” shall mean, for any Plan Year, the Annual Enrollment
Forms and any other forms, documents or materials concerning the terms of any
Annual Participant Deferral for such Plan Year.


 


1.07.        “Annual
Participant Deferral” shall mean the aggregate amount deferred by a
Participant in respect of a particular Plan Year under Article 2.


 

















 


1.08.        “Award
Materials” shall mean the award agreement or similar documentation and any
other forms or documents evidencing the terms of a Stock Bonus or Discretionary
Allocation awarded under the Plan.


 


1.09.        “Beneficiary”
shall mean one or more persons, trusts, estates or other entities, designated
in accordance with Article 6, that are entitled to receive a distribution
of a Participant’s Plan Accounts in the event of the Participant’s death.


 


1.10.        “Beneficiary
Designation Form” shall mean the Beneficiary Designation Form or
amended Beneficiary Designation Form last signed and submitted by a
Participant and accepted by the Committee.


 


1.11.        “Board”
shall mean the board of directors of the Company.


 


1.12.        “Change
in Control” shall mean any transaction or series of transactions that
constitutes a change in the ownership or effective control of the Company, or a
change in the ownership of a substantial portion of the assets of the Company,
in each case within the meaning of Section 409A.


 


1.13.        “Claimant”
shall have the meaning set forth in Article 10.01.


 


1.14.        “Code”
shall mean the Internal Revenue Code of 1986, as it may be amended from time to
time, and all regulations, interpretations and administrative guidance issued
thereunder.


 


1.15.        “Committee”
shall mean the Compensation and Benefits Committee of the Company or such other
committee designated by the Board to administer the Plan. 
Any reference herein to the Committee shall be deemed to
include any  person
to whom any duty of the Committee has been delegated pursuant to Article 9.02.


 


1.16.        “Company”
shall mean Ameriprise Financial, Inc., a Delaware corporation, and any
successor to all or substantially all of its assets or business.


 


1.17.        “Company
Stock” shall mean the common stock, par value $0.01 per share, of the
Company.


 


1.18.        “Company
Stock Fund” shall mean the Investment Option that relates to the
performance of Company Stock.


 


1.19.        “Designation
Date” shall mean the date or dates as of which a designation of investment
directions by a Participant pursuant to Article 5, or any change in a
prior designation of investment directions by a Participant pursuant to Article 5,
shall become effective.  The Designation
Date in any Plan Year shall be determined by the Committee; provided, however,
that each trading day of the New York Stock Exchange shall be available as a
Designation Date unless the Committee selects different Designation Dates.


 


1.20.        “Disability”
shall mean, with respect to a Participant, the Participant (a) is unable
to engage in any substantial gainful activity by reason of any medically
determinable physical or


 


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mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, or (b) is,
by reason of any medically determinable physical or mental impairment which can
be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, receiving income replacement benefits for a
period of not less than three months under an accident and health plan covering
Employees of an Employer.  In making its
determination, the Committee shall be guided by the prevailing authorities
applicable under Section 409A.


 


1.21.        “Discretionary
Allocation” shall mean the amount, if any, credited by an Employer  to a Participant under Article 4.


 


1.22.        “Discretionary
Allocation Account” shall mean a notional, bookkeeping account established
under the Plan to reflect the amount credited with respect to a Participant’s
Discretionary Allocation in accordance with Article 4, as adjusted to
reflect all applicable Investment Adjustments and all prior withdrawals and
distributions pursuant to Article 5 and the provisions of the applicable
Award Materials.


 


1.23.        “Discretionary
Allocation Market Value” of a share of Company Stock with respect to a
Discretionary Allocation shall mean the Fair Market Value thereof on the
Reference Date.


 


1.24.        “Distribution
Election” shall mean an election made in accordance with Article 2.09.


 


1.25.        “Distribution
Election Form” shall mean the written form required by the Committee to be
signed and submitted by a Participant with respect to a Distribution Election
for a given Plan Year.


 


1.26.        “Elective
Deductions” shall mean the deductions made from a Participant’s Eligible
Compensation for amounts voluntarily deferred or contributed by the Participant
pursuant to all qualified and non-qualified compensation deferral plans,
including, without limitation, amounts not included in the Participant’s gross
income under Sections 125, 132(f)(4), 402(e)(3) or 402(h) of the
Code; provided, however, that all such amounts would have been payable in cash
to the Participant had there been no such plan.


 


1.27.        “Eligible
Compensation” shall mean, for any Plan Year, the base salary, commissions,
bonus or other items of compensation, including any Elective Deductions, designated
by the Committee in the applicable Annual Enrollment Materials as eligible for
deferral under the Plan for such Plan Year.


 


1.28.        “Eligible
Deferral Employee” shall mean an Employee of an Employer who is a member of
a select group of management or a highly compensated Employee and who meets
eligibility criteria established by the Committee in its sole discretion to
make an Annual Participant Deferral for a given Plan Year, and may also be an
Eligible Employee.


 


1.29.        “Eligible
Employee” shall mean an Employee of an Employer who meets eligibility
criteria established by the Committee in its sole discretion to receive Stock
Bonuses or a Discretionary Allocations under the Plan.


 


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1.30.        “Employee”
shall mean a person who is an employee of any Employer, as determined by the
Committee in its sole discretion.


 


1.31.        “Employer”
shall mean, as applicable, the Company and any of the Company’s subsidiaries
listed on Schedule A attached hereto, as such Schedule A may be amended by the
Committee, in its sole discretion, from time to time.


 


1.32.        “ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as it may be
amended from time to time, and all regulations, interpretations and
administrative guidance issued thereunder.


 


1.33.        “Fair
Market Value” of a share of Company Stock on a given date shall mean the
per-share closing price of Company Stock as reported on the NYSE composite tape
on such date, or, if there is no such reported sale price of Company Stock on
the NYSE composite tape on such date, then the per-share closing price of
Company Stock as reported on the NYSE composite tape on the last previous day
on which sale price was reported on the NYSE composite tape.  If at any time the Company Stock is no longer
listed or traded on the NYSE, the Fair Market Value of a share of Company Stock
shall be calculated in such manner as may be determined by the Committee in its
good faith judgment from time to time.


 


1.34.        “Investment
Adjustment” shall mean an adjustment made to the balance of any Plan
Account in accordance with Article 5 to reflect the performance of an
Investment Option pursuant to which the value of the Plan Account or portion
thereof is measured.


 


1.35.        “Investment
Agent” shall mean the person appointed by the Committee or the Trustee to
invest the Plan Accounts of Participants, or if no person is so designated, the
Committee.


 


1.36.        “Investment
Option” shall mean a hypothetical investment made available under the Plan
from time to time by the Committee for purposes of valuing Plan Accounts.  In the event that an Investment Option ceases
to exist or is no longer to be an Investment Option, the Committee may
designate a substitute Investment Option for the discontinued hypothetical
investment.


 


1.37.        “NYSE”
shall mean the New York Stock Exchange.


 


1.38.        “Participant”
shall mean any Eligible Employee or Eligible Deferral Employee (a) who is
in a classification of employees designated by the Committee to participate in
the Plan or who is otherwise selected by the Committee to participate in the
Plan, (b) who elects to participate in the Plan and signs the applicable
Annual Election Forms or is credited with an Stock Bonus under Article 3
or a Discretionary Allocation under Article 4, (c) who commences
participation in the Plan, and (d) whose participation in the Plan has not
terminated.  A spouse or former spouse of
a Participant shall not be treated as a Participant in the Plan or have an
account balance under the Plan, even if he or she has an interest in the
Participant’s benefits under the Plan as a result of applicable law or property
settlements resulting from legal separation or divorce.


 


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1.39.        “Plan”
shall mean the Ameriprise Advisor Group Deferred Compensation Plan, which shall
be evidenced by this instrument, the Annual Enrollment Materials and the Award
Materials, as they may be amended from time to time.


 


1.40.        “Plan
Accounts” shall mean, with respect to a Participant, the Annual Deferral
Accounts, the Stock Bonus Accounts and the Discretionary Allocation Accounts
established for such Participant under the Plan.


 


1.41.        “Plan
Year” shall mean the 12-month period beginning on January 1 of each
calendar year and ending on December 31 of such calendar year.


 


1.42.        “Reference
Date” shall mean the date used to determine the Fair Market Value of a
share of Company Stock for purposes of determining the number of Share Units to
be credited to a Participant’s Plan Accounts, which date shall be, unless
otherwise determined by the Committee and approved by the Board:  (a) with respect to dividend payments,
the date dividends are paid on Company Stock; (b) with respect to Stock
Bonuses, the first trading day of either the July of the applicable Plan
Year or the February following the end of the applicable Plan Year, as
specified in the applicable Award Materials; and (c) with respect to
Discretionary Allocations, the first trading day of the month specified in the
applicable Award Materials.


 


1.43.        “Reporting
Person” shall mean an Employee who is subject to the reporting requirements
of Section 16(a) of the Securities Exchange Act of 1934, as amended.


 


1.44.        “Retirement”
shall mean, with respect to a Participant, the Participant’s Termination of
Employment on or after the date that such Participant becomes Retirement
Eligible.


 


1.45.        “Retirement
Eligible” shall mean, with respect to a Participant, that the Participant
has attained age 55 and has completed ten or more Years of Service with the
Company or its affiliates.


 


1.46.        “Section 409A”
shall mean Section 409A of the Code, and the regulations promulgated and
other official guidance issued thereunder.


 


1.47.        “Share
Unit” shall mean a unit credited to a Participant’s Plan Accounts in
accordance with the terms and conditions of the Plan.  Subject to adjustment pursuant to Article 5.04,
each Share Unit shall represent the right to receive one share of Company Stock
or the value thereof at the time or times designated in the Plan.


 


1.48.        “Stock
Bonus” shall mean the amount, if any, credited to a Participant pursuant to
Article 3.


 


1.49.        “Stock
Bonus Account” shall mean a notional, bookkeeping account established under
the Plan to reflect the amount credited with respect to a Participant’s Stock
Bonus in accordance with  Article 3,
as adjusted to reflect all applicable earnings credited pursuant to Article 5
and the provisions of the applicable Award Materials.


 


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1.50.        “Stock
Bonus Market Value” of a share of Company Stock with respect to a Stock
Bonus shall mean the Fair Market Value thereof on the Reference Date.


 


1.51.        “Termination
of Employment” shall mean a “separation from service” as defined under Section 409A,
as determined in accordance with the Company’s Policy Regarding Section 409A
Compliance.


 


1.52.        “Trust”
shall mean a trust established in accordance with Article 11.


 


1.53.        “Trustee”
shall mean the trustee of the Trust.


 


1.54.        “Unforeseeable
Emergency” shall mean, with respect to a Participant, a severe financial
hardship to the Participant resulting from an illness or accident of the
Participant, the Participant’s spouse, or a dependent (as defined in Section 152(a) of
the Code) of the Participant, loss of the Participant’s property due to
casualty, or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant.  In making its determination, the Committee
shall be guided by the prevailing authorities applicable under Section 409A.


 


1.55.        “Valuation
Date” shall mean, unless otherwise determined by the Committee, the date on
which shares of Company Stock shall be valued for purposes of payment under Article 2.11,
3.05, 4.05 or Article 7.


 


1.56.        “Years
of Service” shall mean the total number of actual or deemed full Plan Years
during which a Participant has been continuously employed by an Employer.  For purposes of determining a Participant’s
Years of Service:  (a) such
Participant’s service with American Express Company will be taken into account
if and to the extent, and in accordance with, the provisions of the Employee
Benefits Agreement by and between American Express Company and the Company,
dated as of September 30, 2005; and (b) such Participant’s service
with H&R Block, Inc. will be taken into account if and to the extent,
and in accordance with, the provisions of the Stock Purchase Agreement by and
between the Company, H&R Block, Inc. and Block Financial, LLC, dated
as of August 12, 2008.  Any partial
Plan Year during which a Participant has been employed by an Employer shall be
counted pro-rata.  Service as an
independent contractor, including as a P2 advisor, an employee of a P2 advisor
or an Associate Financial Advisor is not included in the calculation of Years
of Service.


 


Article 2

Annual Participant Deferrals


 


2.01.        Selection
by Committee.  Participation in the
Plan with respect to Annual Participant Deferrals shall be limited to Eligible
Deferral Employees of an Employer  who
are in a classification of Employees designated by the Committee in its sole
discretion.  For each Plan Year, the
Committee may select from that group, in its sole discretion, the Eligible
Deferral Employees who shall be eligible to make an Annual Participant Deferral
in respect of that Plan Year.  The Committee’s
selection of an Eligible Deferral Employee to make an Annual Participant
Deferral in respect of a particular Plan Year will not entitle that Eligible
Deferral Employee to make an Annual Participant Deferral for any subsequent
Plan Year, unless the


 


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Employee is an Eligible Deferral Employee and is again selected by the
Committee to make an Annual Participant Deferral for such subsequent Plan Year.


 


2.02.        Enrollment
Requirements for Annual Participant Deferrals.  As a condition to being eligible to make an
Annual Participant Deferral for any Plan Year, each selected Eligible Deferral
Employee shall complete and return to the Committee each of the Annual
Enrollment Forms no later than December 31st of the immediately preceding
Plan Year, or such earlier date as the Committee may establish from time to
time and in accordance with the requirements of Section 409A.  An Eligible Deferral Employee’s Annual
Election Form shall be irrevocable as of December 31 of the
immediately preceding Plan Year, and may only be suspended pursuant to Article 2.06.


 


2.03.      Participant Deferrals.


 


(a)         Deferral
Election.  The Committee shall
have sole discretion to determine in respect of each Plan Year:  (i) whether an Eligible Deferral
Employee shall be eligible to make an Annual Participant Deferral; (ii) the
items of Eligible Compensation which may be the subject of any Annual
Participant Deferral for that Plan Year; and (iii) any other terms and
conditions applicable to the Annual Participant Deferrals for that Plan
Year.  The Eligible Deferral Employee’s
election shall be evidenced by an Annual Election Form completed and
submitted to the Committee in accordance with the procedures established by the
Committee, in its sole discretion.  The
amounts deferred by an Eligible Deferral Employee in respect of services
rendered during a Plan Year shall be referred to collectively as an Annual
Participant Deferral and shall be credited to an Annual Deferral Account
established in the name of the Eligible Deferral Employee.  A separate Annual Deferral Account shall be
established and maintained for each Annual Participant Deferral for a given
Plan Year.


 


(b)         Minimum
and Maximum Deferrals.  The
Committee may from time to time designate in the Annual Enrollment Materials
for a given Plan Year a minimum or maximum amount or percentage of Eligible
Compensation that an Eligible Deferral Employee may elect to defer under the
Plan with respect to that Plan Year.


 


(c)         Deferral Designations.  An Eligible Deferral
Employee may designate the amount of the Annual Participant Deferral to be
deducted from his or her Eligible Compensation as specified in the applicable
Annual Enrollment Materials for a given Plan Year, which may provide for
deferrals to be expressed as either a percentage or a fixed dollar amount of a
specified item of Eligible Compensation expected by the Participant, as
determined by the Committee.  If an
Eligible Deferral Employee designates the Annual Participant Deferral to be
deducted from any item of Eligible Compensation as a fixed dollar amount and
such fixed dollar amount exceeds the amount of such item of Eligible
Compensation actually payable to the Eligible Deferral Employee, the entire
amount of such item of Eligible Compensation shall be withheld.


 


(d)         Deferral
Deductions.  Unless the Annual
Enrollment Materials provide otherwise, Annual Participant Deferral shall be
deducted from the items of Eligible Compensation as follows:  (i) for Annual Participant Deferral
designated as a percentage of any type of Eligible Compensation (e.g., salary,
commissions, bonuses), in the specified percentage


 


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at the time the Eligible Compensation would otherwise have been paid to
the Participant; and (ii) for substantially equivalent periodic payments
(e.g., salary) designated as a fixed dollar amount, in substantially equivalent
amounts from each periodic payment during the Plan Year; and (iii) for
one-time payments (e.g., bonuses) and periodic payments of variable amounts
(e.g., commissions) designated as a fixed dollar amount, 100 percent of
the Eligible Compensation shall be deducted from each payment until the fixed
dollar amount of Annual Participant Deferral has been deferred.


 


2.04.        Commencement
of Participation.  Provided an
Eligible Deferral Employee has met all enrollment requirements set forth in the
Plan in respect of a particular Plan Year and any other requirements imposed by
the Committee, including signing and submitting all Annual Enrollment Forms to
the Committee within the specified time period, the Eligible Deferral Employee’s
designated deferrals shall commence as of the first payment date of the
particular Plan Year.  If an Eligible
Deferral Employee fails to meet all such requirements within the specified time
period with respect to any Plan Year, the Eligible Deferral Employee shall not
be eligible to make any deferrals for that Plan Year.


 


2.05.        Subsequent
Plan Year Participant Deferrals.  The
Annual Enrollment Forms submitted by a Participant in respect of a particular
Plan Year will not be effective with respect to any subsequent Plan Year.  If an Employee is an Eligible Deferral
Employee and is selected to participate in the Plan for a subsequent Plan Year,
and the required Annual Enrollment Forms are not timely delivered for the
subsequent Plan Year, then the Eligible Deferral Employee shall not be eligible
to make any deferrals with respect to such subsequent Plan Year.


 


2.06.      Suspension of Deferrals.


 


(a)         Unforeseeable
Emergencies.  If a Participant
experiences an Unforeseeable Emergency, the Participant may petition the
Committee to suspend any further deferrals required to be made for the
Participant.  A petition shall be made on
the form required by the Committee to be used for such request and shall
include all financial information requested by the Committee in order to make a
determination on such petition, as determined by the Committee in its sole
discretion.  Subject to the requirements
of Section 409A, the Committee shall determine, in its sole discretion,
whether to approve the Participant’s petition. 
If the petition for a suspension is approved, suspension shall take
effect upon the date of approval. 
Notwithstanding the foregoing, the Committee shall not have any right to
approve a request for suspension of deferrals if such approval (or right to
approve) would cause the Plan to fail to comply with, or cause a Participant to
be subject to a tax under, the provisions of Section 409A.


 


(b)         Disability.  From and after the date that a Participant is
deemed to have suffered a disability, any standing deferral election of the
Participant shall automatically be suspended and no further deferrals shall be
made with respect to the Participant. 
For this purpose, “disability” shall mean any medically determinable
physical or mental impairment resulting in the Participant’s inability to
perform the duties of his or her position or any substantially similar
position, where such impairment can be expected to result in death or can be
expected to last for a continuous period of not less than six months.


 


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(c)         Resumption of Deferrals.  If deferrals by a Participant have been
suspended during a Plan Year due to an Unforeseeable Emergency or a disability,
the Participant will not be eligible to make any further deferrals in respect
of that Plan Year.  The Participant may
be eligible to make deferrals for subsequent Plan Years provided the Employee
is an Eligible Deferral Employee and is selected to make deferrals for such
subsequent Plan Years and the Employee complies with the election requirements
under the Plan.


 


2.07.        Leave of Absence.  If a Participant is
authorized by an Employer for any reason to take a paid or unpaid leave of
absence from the employment of the Employer, the Participant shall continue to
be considered employed by the Employer and the appropriate amounts shall
continue to be withheld from the Participant’s Eligible Compensation pursuant
to the Participant’s then current Annual Election Form.  If no election was made for that Plan Year,
no deferral shall be withheld.


 


2.08.      Vesting.  A Participant shall be vested in all amounts
credited to his or her Annual Deferral Account for a given Plan Year as of the
date such amounts are credited to such Participant’s Annual Deferral Account.


 


2.09.      Distribution Election.


 


(a)         Initial Elections.  A Participant shall
make a Distribution Election at the time he or she completes his or her Annual
Election Form with respect to a given Plan Year as to the time and form
(lump sum or installments) of the distribution of the Participant’s Annual
Deferral Account for that Plan Year, within the options permitted under the
Annual Enrollment Materials for that Plan Year. 
If a Participant elects to be paid in installments, then the amount of
each installment payment shall be equal to the value of the Participant’s respective
Annual Deferral Account for that Plan Year divided by the number of
installments remaining to be paid.


 


(b)         Subsequent Elections.  Subject to any restrictions that may be
imposed by the Committee, a Participant may amend his or her Distribution Election
with respect to any Annual Deferral Account by completing and submitting to the
Committee within such time frame as the Committee may designate, an Amended
Distribution Election Form; provided, however, that such Amended Distribution
Election Form:  (i) is submitted no
later than a date specified by the Committee in accordance with the
requirements of Section 409A; (ii) shall not take effect until 12
months after the date on which such Amended Distribution Election Form becomes
effective; and (iii) specifies a new distribution date (or a new initial
distribution date in the case of installment distributions) that is no sooner
than five years after the original distribution date (or the original initial
distribution date in the case of installment distributions), or such later date
specified by the Committee.


 


2.10.        Payment Medium.  Distributions under the Plan shall be paid in
cash; provided, however, that the Committee may provide, in its discretion,
that any distribution attributable to the portion of an Annual Deferral Account
that is deemed invested in the Company Stock Fund shall be paid in shares of
Company Stock; provided, further, that any shares of Company Stock paid out
under the Plan shall consist solely of newly issued shares, currently traded
shares repurchased by the Company or treasury shares of Company Stock.


 


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2.11.        Payment
of Annual Deferral Accounts.  Except
as otherwise provided by Article 7, a Participant’s Annual Deferral
Account for a given Plan Year shall be distributed in accordance with the
Participant’s Distribution Election for such Annual Deferral Account then in
effect.


 


2.12.        Status of Annual Deferral Accounts.  Annual Deferral Accounts are intended to be
accounts that are (a) not qualified within the meaning of Section 401(a) of
the Code and (b) unfunded and maintained by an employer primarily for the
purpose of providing deferred compensation for a “select group of management or
highly compensated employees” within the meaning of Sections 201(2), 301(a)(3) and
401(a)(1) of ERISA.  The Annual
Deferral Accounts shall be administered and interpreted to the extent possible
in a manner consistent with those intentions.


 


Article 3

Stock Bonuses


 


3.01.        Stock Bonus.  Subject to Article 3.06, the Committee
shall have sole discretion to determine in respect of each Plan Year and each
Eligible Employee:  (a) whether any
Stock Bonuses shall be made; (b) the Eligible Employee(s) who shall
be entitled to such Stock Bonuses; (c) the amount of such Stock Bonuses
(each, a “Stock Bonus Amount”); (d) the date(s) on which any portion
of such Stock Bonuses shall be credited to each Eligible Employee’s Stock Bonus
Account; (e) the vesting terms applicable to such Stock Bonuses; (f) the
Investment Option(s) that shall apply to such Stock Bonuses; and (g) any
other terms and conditions applicable to such Stock Bonuses.  The Committee’s selection of an Eligible
Employee who is entitled to receive a Stock Bonus will not entitle that
Employee to receive another Stock Bonus, unless such Employee is again selected
by the Committee to receive another Stock Bonus.


 


3.02.        Stock Bonus Account.  If the Committee determines to credit an
Eligible Employee with a Stock Bonus, the number of Share Units to be credited
for such Stock Bonus with effect on the Reference Date for such Stock Bonus
shall be equal to the quotient of:  (a) the Stock Bonus Amount,
divided by (b) the Stock Bonus Market Value of a share of Company
Stock.  Fractional Share Units, if any,
will be credited to the Participant’s Stock Bonus Account.  A separate Stock Bonus Account shall be
established and maintained for each Stock Bonus.  The Committee may, but is not required to,
make available other investment benchmarks from time to time to measure the
value of a Participant’s Stock Bonus Accounts.


 


3.03.        Vesting.  A Participant shall be vested in his or her
Stock Bonus Account as set forth in the Award Materials for such Stock
Bonus.  The vesting terms of Stock Bonus
Accounts set forth in the Award Materials shall be established by the Committee
in its sole discretion and may vary for each Participant and for each Stock
Bonus.  Notwithstanding anything to the
contrary contained in the Plan or any Award Materials, the Committee shall have
the authority, exercisable in its sole discretion, to accelerate the vesting of
any amounts credited to any Stock Bonus Account of any Participant.


 


3.04.        Payment Medium.  The distribution of a Participant’s Stock
Bonus Account shall be paid in Company Stock or in cash, in the sole discretion
of the Participant; provided, however, that if a Participant elects to receive
payment in Company Stock, any fractional Share Units shall 


 


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be paid in cash.  A Participant’s election to receive the
distribution of his or her Stock Bonus Account shall be made prior to the
payment of such Stock Bonus Account at such time and in such manner as
permitted by the Committee.  If a
Participant does not elect the payment medium for his or her Stock Bonus
Account, the Participant will be deemed to have elected to receive the
distribution of such Stock Bonus Account in Company Stock.


 


3.05.        Payment of Stock Bonus Accounts.  Except as otherwise provided by Article 7,
each portion of a Stock Bonus Account shall be distributed as soon as
practicable following the payment date set forth in the Award Materials for
such Stock Bonus, but in no event later than 90 days thereafter.


 


3.06.        Status of Stock Bonus Accounts.  Stock Bonus Accounts are intended to be
accounts that are neither:  (a) qualified
within the meaning of Section 401(a) of the Code nor (b) unfunded
and maintained by an employer primarily for the purpose of providing deferred
compensation for a “select group of management or highly compensated employees”
within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA.  The Stock Bonus Accounts shall be
administered and interpreted to the extent possible in a manner consistent with
those intentions.


 


Article 4

Discretionary Allocations


 


4.01.        Discretionary Allocation.  Subject to Article 4.06, the Committee
shall have sole discretion to determine in respect of each Eligible
Employee:  (a) whether any
Discretionary Allocations shall be made; (b) the Eligible Employee(s) who
shall be entitled to such Discretionary Allocations; (c) the amount of
such Discretionary Allocations (each, a “Discretionary Allocation Amount”); (d) the
date(s) on which any portion of such Discretionary Allocations shall be
credited to each Eligible Employee’s Discretionary Allocation Account; (e) the
Investment Option(s) that shall apply to such Discretionary Allocations;
and (f) any other terms and conditions applicable to such Discretionary
Allocations.  The Committee’s selection
of an Eligible Employee who is entitled to receive a Discretionary Allocation
will not entitle that Employee to receive another Discretionary Allocation
unless such Employee is again selected by the Committee to receive another
Discretionary Allocation.


 


4.02.        Discretionary Allocation Account.  If the Committee determines to credit an
Eligible Employee with a Discretionary Allocation, the number of Share Units to
be credited for such Discretionary Allocation with effect on the Reference Date
for such Discretionary Allocation shall be equal to the quotient of:  (a) the Discretionary Allocation Amount,
divided by (b) the Discretionary Allocation Market Value of a share of
Company Stock.  Fractional Share Units,
if any, will be credited to the Participant’s Discretionary Allocation Account.  A separate Discretionary Allocation Account
shall be established and maintained for each Discretionary Allocation.  The Committee may, but is not required to,
make available other investment benchmarks from time to time to measure the
value of a Participant’s Discretionary Allocation Accounts.


 


4.03.        Vesting.  A Participant shall be vested in his or her
Discretionary Allocation Account as set forth in the Award Materials for such
Discretionary Allocation.  The vesting 


 


11

















 


terms of
Discretionary Allocation Accounts set forth in the Award Materials shall be
established by the Committee in its sole discretion and may vary for each
Participant and for each Discretionary Allocation.  Notwithstanding anything to the contrary
contained in the Plan or any Award Materials, the Committee shall have the
authority, exercisable in its sole discretion, to accelerate the vesting of any
amounts credited to any Discretionary Allocation Account of any Participant.


 


4.04.        Payment Medium.  The distribution of a Participant’s
Discretionary Allocation Account shall be paid in Company Stock or in cash, in
the sole discretion of the Participant. 
If a Participant elects to receive payment in Company Stock, any
fractional Share Units shall be paid in cash. 
A Participant’s election to receive the distribution of his or her
Discretionary Allocation Account shall be made prior to the payment of such
Discretionary Allocation Account at such time and in such manner as permitted
by the Committee.  If a Participant does
not elect the payment medium for his or her Discretionary Allocation Account,
the Participant will be deemed to have elected to receive the distribution of
such Discretionary Allocation Account in Company Stock.


 


4.05.        Payment of Discretionary Allocation
Accounts.  Except as otherwise
provided by Article 7, each portion of a Discretionary Allocation Account
shall be distributed as soon as practicable following the payment date set
forth in the Award Materials for such Discretionary Allocation, but in no event
later than 90 days thereafter.


 


4.06.        Status of Discretionary Allocation
Accounts.  Discretionary Allocation
Accounts are intended to be accounts that are neither:  (a) qualified within the meaning of Section 401(a) of
the Code nor (b) unfunded and maintained by an employer primarily for the
purpose of providing deferred compensation for a “select group of management or
highly compensated employees” within the meaning of Sections 201(2), 301(a)(3) and
401(a)(1) of ERISA.  The
Discretionary Allocation Accounts shall be administered and interpreted to the
extent possible in a manner consistent with those intentions.


 


Article 5

Investment Options, Investment Adjustments and Taxes


 


5.01.      Investment Options.


 


(a)         Establishment.  The Committee shall establish from time to
time the Investment Option(s) that will be available under the Plan.  At any time, the Committee may, in its
discretion, add one or more additional Investment Options under the Plan, and
in connection with any such addition, may permit Participants to select from
among the then-available Investment Options under the Plan to measure the value
of such Participants’ Plan Accounts.  In
addition, the Committee, in its sole discretion, may discontinue any Investment
Option at any time, and provide for the portions of Participants’ Plan Accounts
and future deferrals designated to the discontinued Investment Option to be
reallocated to another Investment Option(s).


 


(b)         Investment Direction.  Subject to such limitations, operating rules and
procedures as may from time to time be required by law; imposed by the
Committee, the Trustee or their designated agents; contained elsewhere in the
Plan; or set forth in any Annual 


 


12

















 


Enrollment Materials, each Participant may communicate
to the Investment Agent a direction (in accordance with this Article 5) as
to how his or her Plan Accounts should be deemed to be invested among the
Investment Options made available by the Committee; provided, however, that a
Participant’s ability to select Investment Options with respect to a Stock
Bonus Account and a Discretionary Allocation Account is subject to, and may be
limited by, the Committee’s discretion under Article 3.01 and Article 4.01
to designate the Investment Options that shall apply to all or a portion of
such Stock Bonus Account or Discretionary Allocation Account.  The Participant’s investment directions shall
designate the percentage (in any whole percent multiples, which must total 100
percent) of the portion of the subsequent contributions to the Participant’s
Plan Accounts which is requested to be deemed to be invested in such Investment
Options, and shall be subject to the rules set forth below.  The Investment Agent shall invest the assets
of the Participant’s Plan Accounts in accordance with the directions of the
Participant except to the extent that the Committee directs it to the
contrary.  The Committee has the
authority, but not the requirement, in its sole and absolute discretion, to
direct that a Participant’s Plan Accounts be invested among such investments as
it deems appropriate and advisable, which investments need not be the same for
each Participant.


 


(c)         Form of Investment
Direction.  Any initial or
subsequent investment direction shall be in writing to the Investment Agent on
a form supplied by the Company, or, as permitted by the Investment Agent, may
be by oral designation or electronic transmission designation to the Investment
Agent.  A designation shall be effective:  (i) as of the Designation Date the
direction is received and accepted by the Investment Agent if so received
before the market close for the NYSE on such Designation Date, to the extent
practicable; or (ii) as of the Designation Date next following the date
the direction is received and accepted by the Investment Agent if not received
before the market close for the NYSE on such Designation Date, or as soon
thereafter as administratively practicable, subject to the Committee’s right to
override such direction.  The Participant
may, if permitted by the Committee, make an investment direction to the
Investment Agent for his or her existing Plan Accounts as of a Designation Date
and a separate investment direction to the Investment Agent for contribution
credits to his or her Plan Accounts occurring after the Designation Date.


 


(d)         Effect of Investment
Direction.  All amounts
credited to a Participant’s Plan Accounts shall be invested in accordance with
the then effective investment direction, unless the Committee directs
otherwise.  Unless otherwise changed by
the Committee, an investment direction shall remain in effect until the
Participant’s Plan Accounts are distributed or forfeited in their entirety, or
until a subsequent investment direction is received and accepted by the
Investment Agent.


 


(e)         Change of Investment
Direction.  If a Participant
files an investment direction with the Investment Agent for his or her existing
Plan Accounts as of a Designation Date which is received and accepted by the
Investment Agent and not overridden by the Committee, then the Participant’s
existing Plan Accounts shall be deemed to be reallocated as of the next
Designation Date (or as soon thereafter as administratively practicable) among
the designated Investment Options according to the percentages specified in
such investment direction; provided, however, that a Participant’s ability to
change the Investment Options applicable to a Stock Bonus Account and a
Discretionary Allocation Account are subject to, and may be limited by, the
Committee’s discretion under Article 3.01 and Article 4.01 to
designate 


 


13

















 


the Investment Options that shall apply to all or a
portion of such Stock Bonus Account or Discretionary Allocation Account.  Unless otherwise changed by the Committee, an
investment direction shall remain in effect until the Participant’s Plan
Accounts are distributed or forfeited in their entirety, or until a subsequent
investment direction is received and accepted by the Investment Agent.


 


(f)          Limits on Investment
Direction.  The Committee, in
its sole discretion, may place limits on a Participant’s ability to make
changes with respect to any Investment Options. 
In addition, in no event shall a Participant who is a Reporting Person
be permitted to allocate any portion of his or her Plan Accounts to the Company
Stock Fund more frequently than quarterly.


 


(g)         Invalid Investment
Direction.  If the Investment
Agent receives an initial or subsequent investment direction with respect to
Plan Accounts which it deems to be incomplete, unclear or improper, or which is
unacceptable for some other reason (determined in the sole and absolute
discretion of the Investment Agent), the Participant’s investment direction for
such Plan Accounts then in effect shall remain in effect (or, in the case of a
deficiency in an initial investment direction, the Participant shall be deemed
to have filed no investment direction) until the Participant files an
investment direction for such Plan Accounts acceptable to the Investment Agent.


 


(h)         Default Investment
Direction.  If the Investment
Agent does not possess valid investment directions covering the full balance of
a Participant’s Plan Accounts or subsequent contributions thereto (including,
without limitation, situations in which no investment direction has been filed,
situations in which the investment direction is not acceptable to the
Investment Agent under Article 5.01(g), or situations in which some or all
of the Participant’s designated investments are no longer permissible
Investment Options), the Participant shall be deemed to have directed that the
undesignated portion of the Plan Accounts be invested in a money-market fund or
similar short-term investment fund; provided, however, the Committee may
provide for the undesignated portion to be allocated to or among the Investment
Option(s) that the Participant did designate in the same proportion as the
designated portion, or may provide for any other allocation method it deems
appropriate, in its discretion.


 


(i)          Indemnity for Investment
Direction.  None of the
Company, its directors and employees (including, without limitation, each
member of the Committee), the Trustee and their designated agents and
representatives shall have any liability whatsoever for the investment of a
Participant’s Plan Accounts, or for the investment performance of a Participant’s
Plan Accounts.  Each Participant, as a
condition to his or her participation hereunder, agrees to indemnify and hold
harmless the Company, its directors and employees (including, without
limitation, each member of the Committee), the Trustee and their designated
agents and representatives from any losses or damages of any kind (including,
without limitation, lost opportunity costs) relating to the investment of a
Participant’s Plan Accounts.  The
Investment Agent shall have no liability whatsoever for the investment of a
Participant’s Plan Accounts, or for the investment performance of a Participant’s
Plan Accounts, other than as a result of the failure to follow a valid and
effective investment direction.  Each
Participant, as a condition to his or her participation hereunder, agrees to
indemnify and hold harmless the Investment Agent, and its agents and
representatives, from any losses or damages of any kind 


 


14

















 


(including, without limitation, lost opportunity
costs) relating to the investment of a Participant’s Plan Accounts, other than
as a result of the failure to follow a valid and effective investment
direction.


 


(j)          Separate Accounts.  The Participant’s Stock Bonus Accounts and
Discretionary Allocation Accounts shall be treated for purposes of this Article 5
as separate from the Annual Deferral Accounts. 
Unless otherwise provided in the applicable Award Materials, a
Participant may only provide investment directions with respect to his or her
Annual Deferral Accounts.


 


5.02.        Adjustment of Plan Accounts.  While a Participant’s Plan Accounts do not
represent the Participant’s ownership of, or any ownership interest in, any
particular assets, the Participant’s Plan Accounts shall be adjusted in
accordance with the Investment Option(s), subject to the conditions and
procedures set forth herein or established by the Committee from time to
time.  Any notional cash earnings
generated under an Investment Option (such as interest and cash dividends and
distributions) shall, at the Committee’s sole discretion, either be deemed to
be reinvested in that Investment Option or reinvested in one or more other
Investment Option(s) designated by the Committee.  All notional acquisitions and dispositions of
Investment Options under a Participant’s Plan Accounts shall be deemed to occur
at such times as the Committee shall determine to be administratively feasible
in its sole discretion and the Participant’s Plan Accounts shall be adjusted
accordingly.  In addition, a Participant’s
Plan Accounts may be adjusted from time to time, in accordance with procedures
and practices established by the Committee, in its sole discretion, to reflect
any notional transactional costs and other fees and expenses relating to the
deemed investment, disposition or carrying of any Investment Option for the
Participant’s Plan Accounts.


 


5.03.        Crediting of Earnings on Share Units.  A Participant shall, from time to time during
such Participant’s period of participation under the Plan, including during the
period following the Participant’s Termination of Employment and until the
Valuation Date, have credited to each of his or her Plan Accounts for which the
Committee has not specified an investment benchmark other than Share Units, on
the applicable Reference Date with respect to dividend payments, additional
Share Units, the number of which shall be equal to the quotient determined by
dividing:  (a) the product of (i) 100
percent of each dividend declared and paid by the Company on the Company Stock
on a per share basis and (ii) the number of Share Units recorded in the
Participant’s Plan Accounts for which the Committee has not specified an
investment benchmark other than Share Units on the record date for the payment
of any such dividend, by (b) the Fair Market Value of a share of Company
Stock on the Reference Date for such dividend.


 


5.04.        Anti-Dilution Adjustment.  In the event of a change in the outstanding
shares of Company Stock by reason of any change in corporate capitalization,
such as a stock split or dividend, or a corporate transaction, such as any
merger of the Company into another corporation, any consolidation of two or
more corporations into another corporation, any separation of a corporation
(including a spin-off or other distribution of stock or property by a
corporation), any reorganization of a corporation (whether or not such
reorganization comes within the definition of such term in Section 368 of
the Code), or any partial or complete liquidation by the Company, the Committee
shall make such adjustment in the class and number 


 


15

















 


of Share Units
credited to Participants’ Plan Accounts to reflect any such change as may be
determined to be appropriate by the Committee, and such adjustments shall be
final, conclusive and binding for all purposes of the Plan.  Any adjustments or substitutions under this Article
5.04 shall conform to the requirements of Section 409A.


 


5.05.        Valuation of Plan Accounts Pending
Distribution.  To the extent that the
distribution of any portion of any Plan Account is deferred, whether pursuant
to the terms of the Plan or any Annual Enrollment Materials, or for any other
reason, any amounts remaining to the credit of a Plan Account shall continue to
be adjusted pursuant to this Article 5.


 


5.06.      FICA and Other Taxes.


 


(a)         Withholding.  For each Plan Year in which an Annual
Participant Deferral is being withheld from a Participant or in which an Stock
Bonus or a Discretionary Allocation credited on behalf of a Participant vests,
the Employer shall withhold from the Participant’s other compensation payable
by the Employer to the Participant, in a manner determined by the Employer, the
Participant’s share of FICA and other employment taxes.  If the Committee determines that such portion
may not be sufficient to cover the amount of the applicable withholding, then
to the extent permissible under Section 409A, the Committee may reduce the
Annual Participant Deferral to the extent necessary, as determined by the
Committee in its sole discretion, for the Employer to comply with applicable
withholding requirements.


 


(b)         Distributions.  The Employer, or the Trustee, shall withhold
from any payments made to a Participant under the Plan, all federal, state and
local income, employment and other taxes required to be withheld by the
Employer, or the Trustee, in connection with such payments, in amounts and in a
manner to be determined in the sole discretion of the Employer or the Trustee.


 


Article 6

Beneficiary Designation


 


6.01.        Beneficiary.  The Committee shall determine, in its sole
discretion, whether a Participant shall have the right to designate his or her
Beneficiary to receive any benefits payable under the Plan upon the death of a
Participant.  The Beneficiary designated
under the Plan may be the same as or different from the beneficiary designation
under any other plan or arrangement in which the Participant participates.


 


6.02.        Beneficiary Designation; Change.  A Participant shall designate his or her
Beneficiary by completing and signing a Beneficiary Designation Form, and
returning it to the Committee.  Provided
that the Committee provides for a Beneficiary designation, a Participant shall
have the right to change a Beneficiary by completing, signing and submitting to
the Committee an amended Beneficiary Designation Form in accordance with
the Committee’s rules and procedures, as in effect from time to time.  Upon the acceptance by the Committee of an
amended Beneficiary Designation Form, all Beneficiary designations previously
filed shall be canceled.  The Committee
shall be entitled to rely on the last Beneficiary Designation Form filed
by the Participant and accepted by the Committee prior to his or her death.


 


16
















 


6.03.                        Acknowledgment.  No designation or change in designation of a
Beneficiary shall be effective until received, accepted and acknowledged in
writing by the Committee.


 


6.04.                        No Beneficiary Designation.  If a Participant fails to designate a
Beneficiary as provided above, if the Committee does not provide for
Beneficiary designation or if the designated Beneficiary predeceases the
Participant, then the benefits remaining under the Plan to be paid to a
Beneficiary shall be payable to the executor or personal representative of the
Participant’s estate.


 


6.05.                        Doubt as to Beneficiary.  If the Committee has any doubt as to the
proper Beneficiary to receive payments pursuant to the Plan, to the extent
permissible under Section 409A, the Committee shall have the right,
exercisable in its discretion, to cause the Company to withhold such payments
until this matter is resolved to the Committee’s satisfaction.


 


6.06.                        Discharge of Obligations.  The payment of benefits under the Plan to a
Beneficiary shall fully and completely discharge the Company and the Committee
from all further obligations under the Plan with respect to the Participant.


 


Article 7


Effects
of Certain Events


 


7.01.                        Death.  In the event of a Participant’s death, all
amounts credited to the Stock Bonus Accounts and Discretionary Allocation
Accounts of the deceased Participant shall be 100 percent vested.  Notwithstanding anything to the contrary in a
Participant’s Distribution Election or otherwise, if a Participant dies before
he or she has received a complete distribution of his or her Plan Accounts, the
Participant’s Beneficiary shall receive the balance of the Participant’s Plan
Accounts, which shall be payable to the Participant’s Beneficiary in a lump sum
within 90 days of the date of the Participant’s death, or by such later date
permissible under Section 409A.


 


7.02.                        Disability.  In the event of a Participant’s Disability,
all amounts credited to the Participant’s Stock Bonus Accounts and
Discretionary Allocation Accounts shall be 100 percent vested.  Notwithstanding anything to the contrary in a
Participant’s Distribution Election or otherwise, a Participant suffering a
Disability shall receive the balance of his or her Plan Accounts, which shall
be paid in a lump sum within 90 days of the date that the Participant became
Disabled.


 


7.03.                        Retirement.


 


(a)                            Stock Bonus and Discretionary Allocation
Accounts.  All amounts
credited to a Participant’s Stock Bonus Accounts and Discretionary Allocation
Accounts shall be 100 percent vested upon the first business day in
January of the year following the year of the Participant’s Retirement,
and, subject to Article 12.02(b), shall be distributed as soon as
practicable following the earlier of the first business day in January or
July that is at least six months from the date of the Participant’s
Retirement, but in no event later than 90 days thereafter.


 


17

















 


(b)                           Annual Deferral Accounts.  In the event of a Participant’s Retirement,
such Participant’s Annual Deferral Accounts shall be distributed in the form
specified in his or her Distribution Election Forms, in each case, subject to
Article 12.02(b), commencing, in accordance with administrative guidelines
determined by the Committee, as soon as practicable following the earlier of
the first business day in January or July that is at least six months
from the date of the Participant’s Retirement, but in no event later than 90
days thereafter.


 


7.04.                        Transfer
to Independent Contractor Status.


 


(a)                            In
the event that a Participant transfers to independent contractor status by
entering into a Independent Advisor Business Franchise Agreement with the
Company or one of its subsidiaries and the Participant fulfills both of the
following requirements:  (i) the
Participant has five or more Years of Service; and (ii) the sum of the
Participant’s age and Years of Service is equal to or greater than 60
(collectively, the “Rule of 60”), then the Participant’s Stock Bonus
Accounts and Discretionary Allocation Accounts will continue to vest in
accordance with Articles 3.03 and 4.03, respectively, and will remain
payable pursuant to Articles 3.05 and 4.05, respectively, or this
Article 7.


 


(b)                           In
the event that a Participant transfers to independent contractor status by
entering into a Independent Advisor Business Franchise Agreement with the
Company or one of its subsidiaries and the Participant does not fulfill the
requirements of the Rule of 60, then the amounts credited to each of the
Participant’s Stock Bonus Accounts and Discretionary Allocation Accounts shall
be reduced by the amount which has not become vested in accordance with the
vesting provisions set forth herein and in the Award Materials applicable to
such Plan Accounts, and such unvested amounts shall be forfeited by the
Participant.  The Participant’s vested
Stock Bonus Accounts and Discretionary Allocation Accounts will remain payable
pursuant to Articles 3.05 and 4.05, respectively, or this Article 7.


 


7.05.                        Other
Termination of Employment.


 


(a)                            Stock Bonus and Discretionary Allocation
Accounts.  As of the date of a
Participant’s Termination of Employment (including a Participant’s transfer to
an Associate Financial Advisor position) for any reason other than death,
Disability or Retirement, the amounts credited to each of the Participant’s
Stock Bonus Accounts and Discretionary Allocation Accounts shall be reduced by
the amount which has not become vested in accordance with the vesting
provisions set forth herein and in the Award Materials applicable to such Plan
Accounts, and such unvested amounts shall be forfeited by the Participant.


 


(b)                           Annual Deferral Accounts.  As of the date of a Participant’s
Termination of Employment (including a Participant’s transfer to an Associate
Financial Advisor position) for any reason other than death, Disability or
Retirement, such Participant’s Annual Deferral Accounts shall be distributed
according to his or her Distribution Election Forms, in each case, subject to
Article 12.02(b), commencing, in accordance with administrative guidelines
determined by the Committee, as soon as practicable following the earlier of
the first business day in January or July that is at least six months
from the date of the Participant’s Termination of Employment, but in no event
later than 90 days thereafter.


 


18

















 


7.06.                        Change
in Control.  Upon the occurrence of a
Change in Control of the Company, all amounts credited to any and all Stock
Bonus Accounts and Discretionary Allocation Accounts of each Participant as of
the effective date of such Change in Control shall become immediately
100 percent vested.  Notwithstanding
anything to the contrary set forth in a Participant’s Annual Distribution
Election Form, the Plan, any Annual Enrollment Materials or any Award
Materials, upon the occurrence of a Change in Control, the Company will
distribute all previously undistributed Plan Accounts to Participants as soon
as administratively practicable following the effective date of such Change in
Control, but in no event later than 90 days thereafter.


 


7.07.                        Unforeseeable
Emergency.  In the event that a
Participant experiences an Unforeseeable Emergency, the Participant may
petition the Committee to receive a partial or full payout of vested amounts
credited to the Participant’s Annual Deferral Accounts.  The Committee shall determine, in its sole
discretion, whether the requested payout shall be made, the amount of the
payout and the Annual Deferral Accounts from which the payout will be made;
provided, however, that the payout shall not exceed the lesser of the balance
of the Participant’s Annual Deferral Accounts or the amount reasonably needed
to satisfy the Unforeseeable Emergency plus amounts necessary to pay taxes
reasonably anticipated as a result of the distribution.  In making its determination under this
Article 7.07, the Committee shall be guided by the requirements of
Section 409A and any other related prevailing legal authorities, and the
Committee shall take into account the extent to which a Participant’s
Unforeseeable Emergency is or may be relieved through reimbursement or
compensation by insurance or otherwise or by the liquidation by the Participant
of his or her assets (to the extent the liquidation of such assets would not
itself cause severe financial hardship). 
If, subject to the sole discretion of the Committee, the petition for a
payout is approved, the payout shall be made within 90 days of the date of the
Unforeseeable Emergency.


 


7.08.                        Event
of Taxation.  If, for any reason, all
or any portion of a Participant’s benefit under the Plan becomes taxable to the
Participant prior to receipt, the Employer shall, to the extent permissible
under Section 409A, distribute to the Participant immediately available
funds in an amount equal to the state, local and foreign taxes owed on the
portion of the Participant’s benefit that has become taxable (which amount
shall not exceed a Participant’s unpaid Aggregate Vested Balance under the
Plan).  The Committee shall determine, in
its sole discretion, the Plan Accounts from which payment will be made.  The tax liability distribution shall be made
within 90 days of the date that the Participant’s benefits under the Plan
became taxable.  Such a distribution
shall affect and reduce the benefits to be paid to the Participant under the
Plan.


 


7.09.                        Plan
Termination.  In the event of a
termination and liquidation of the Plan pursuant to Article 8.02 as it
relates to any Participant, then subject to Article 5.05,
all amounts credited to each of the Plan Accounts of each affected Participant
shall be 100 percent vested and shall be paid in a lump sum to the
Participant.  Such lump-sum payment shall
be made 13 months after such termination (or such earlier or later date
permitted under Section 409A), notwithstanding any elections made by the
Participant, and the Annual Election Forms relating to each of the
Participant’s Plan Accounts shall terminate upon full payment of such Aggregate
Vested Balance, except that no Employer shall have any right to so accelerate
the payment of any amount to the extent such right would cause the Plan to fail
to comply with, or cause a Participant to be subject to a tax under, the
provisions of Section 409A.


 


19

















 


7.10.                        Effect
of Payment.  The full payment of the
applicable benefit under the provisions of the Plan shall completely discharge
all obligations to a Participant and his or her Beneficiary under the Plan.


 


Article 8


Amendment and Termination


 


8.01.                        Amendment.  The Company may, at any time, amend or modify
the Plan in whole or in part with respect to any or all Employers by the
actions of the Committee; provided, however, that (a) no amendment or
modification shall be effective to decrease or restrict the value of a
Participant’s Aggregated Vested Balance in existence at the time the amendment
or modification is made, calculated as if the Participant had experienced a
Termination of Employment as of the effective date of the amendment or
modification; (b) no amendment or modification may be made if such
amendment or modification would cause the Plan to fail to comply with, or cause
a Participant to be subject to tax under the provisions of Section 409A;
and (c) except as specifically provided in Article 8.02, no amendment or modification shall be made
after a Change in Control which adversely affects the vesting, calculation or
payment of benefits hereunder or diminishes any other rights or protections any
Participant would have had but for such amendment or modification, unless each
affected Participant consents in writing to such amendment.


 


8.02.                        Termination.  Although an Employer may anticipate that it
will continue the Plan for an indefinite period of time, there is no guarantee
that any Employer will continue the Plan or will not terminate the Plan at any
time in the future.  Accordingly, each
Employer reserves the right to discontinue its sponsorship of the Plan and to
terminate the Plan, at any time, with respect to its participating Employees by
action of its board of directors, and the Company may at any time terminate an
Employer’s participation in the Plan; provided, however, that (a) all
plans that are aggregated with the Plan for purposes of Section 409A are
also terminated, and (b) the Plan is not terminated proximate to a downturn
in the financial health of the Employer, or any entity other than the Employer
with whom the Employer would be considered a single employer under Sections
414(b) or 414(c) of the Code. 
In the event of a termination and liquidation described in this Article 8.02,
no new deferred compensation plans may be established by the Employer for a
minimum period of three years following the termination and liquidation of the
Plan if such new plan would be aggregated with the Plan under
Section 409A.


 


Article 9


Administration


 


9.01.                        Committee
Duties.  This Plan shall be
administered by the Committee.  Members
of the Committee may be Participants under the Plan.  The Committee shall also have the discretion
and authority to (a) make, amend, interpret, and enforce all appropriate
rules and regulations for the administration of the Plan, and
(b) decide or resolve any and all questions including interpretations of
the Plan, as may arise in connection with the Plan.  Any individual serving on the Committee who
is a Participant shall not vote or act on any matter relating solely to himself
or herself.  When making a determination
or calculation, the Committee shall be entitled to rely on information
furnished by a Participant or the Company.


 


20

















 


9.02.                        Agents.  In the administration of the Plan, the
Committee may, from time to time, employ agents and delegate to them such
administrative duties as it sees fit (including acting through a duly appointed
representative) and may from time to time consult with counsel who may be
counsel to an Employer.


 


9.03.                        Binding
Effect of Decisions.  The decision or
action of the Committee with respect to any question arising out of or in
connection with the administration, interpretation and application of the Plan
and the rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in the Plan.


 


9.04.                        Indemnity
of Committee.  The Employers shall
indemnify and hold harmless the members of the Committee, and any agent to whom
duties of the Committee may be delegated, against any and all claims, losses,
damages, expenses or liabilities arising from any action or failure to act with
respect to the Plan, except in the case of willful misconduct by the Committee
or any of its members or any such agent.


 


9.05.                        Employer
Information.  To enable the Committee
to perform its functions, all Employers shall supply full and timely
information to the Committee on all matters relating to the compensation of its
Participants, the date and circumstances of the Retirement, Disability, death
or Termination of Employment of its Participants, and such other pertinent
information as the Committee may reasonably require.


 


9.06.                        Costs
of the Plan.  The costs and expenses
of the Plan shall be borne by the Company; provided, however, that the
Committee, in its sole discretion, may charge an annual administrative fee to
each Participant which, to the extent permissible under Section 409A,
shall be deducted from each Participant’s Plan Accounts during the Plan Year in
which the fee is assessed.


 


Article 10


Claims Procedures


 


10.01.                  Presentation
of Claim.  Any Participant or the
Beneficiary of a deceased Participant (such Participant or Participant’s
Beneficiary being referred to below as a “Claimant”) may deliver to the
Committee a written claim for a determination with respect to the amounts
distributable to such Claimant from the Plan. 
If such a claim relates to the contents of a notice received by the
Claimant, the claim must be made within 60 days after such notice was received
by the Claimant.  The claim must state
with particularity the determination desired by the Claimant.  All other claims must be made within 180 days
of the date on which the event that caused the claim to arise occurred.  The claim must state with particularity the
determination desired by the Claimant.


 


10.02.                  Notification
of Decision.  The Committee shall
consider a Claimant’s claim within a reasonable time, and shall notify the
Claimant in writing within 90 days (45 days, in the event of a claim for
Disability benefits) after the Committee’s receipt of the claim, unless special
circumstances require an extension of time for processing the claim.  The notice shall state:  (a) that the Claimant’s requested
determination has been made, and that the claim has been allowed in full; or
(b) that the Committee has reached a conclusion contrary, in whole or in
part,


 


21

















 


to the Claimant’s
requested determination, and such notice must set forth in a manner calculated
to be understood by the Claimant: 
(i) the specific reason(s) for the denial of the claim, or any
part of it; (ii) specific reference(s) to pertinent provisions of the
Plan upon which such denial was based; (iii) a description of any
additional material or information necessary for the Claimant to perfect the
claim, and an explanation of why such material or information is necessary; and
(iv) an explanation of the claim review procedure set forth in Article 10.03.  In the event of a claim for Disability
benefits, the notice shall also identify any internal protocol, policy or
guideline relied upon or state that such a protocol, policy or guideline was
relied upon and will be provided free of charge upon request, and provide an
explanation of any scientific or clinical judgment underlying a “medical
necessity” or “experimental treatment” determination (if any) or a statement
that such a determination was made and that an explanation will be provided
free of charge upon request.


 


If an extension is
required, written notice of the extension shall be furnished by the Committee
to the Claimant within the initial 90-day period (45-day period, in the event
of a claim for Disability benefits) and in no event shall such an extension
exceed a period of 90 days from the end of the initial 90-day period (provided
that, in the case of a claim for Disability benefits, the initial extension
shall not continue past the 30th day after the expiration of the original
45-day period, with a second 30-day extension available upon proper notice if
necessary).  Any extension notice shall
indicate the special circumstances requiring the extension and the date on
which the Committee expects to render a decision on the claim, and in the case
of a claim for Disability benefits, shall specify the standards under which
entitlement to benefits will be decided, the unresolved issues remaining, and
the additional information needed to resolve those issues, and shall grant the
Disability claimant at least 45 days to supply the necessary additional
information.


 


10.03.                  Review of a
Denied Claim.  Within 60 days (180
days, in the event of a claim for Disability benefits) after receiving a notice
from the Committee that a claim has been denied, in whole or in part, a
Claimant (or the Claimant’s duly authorized representative) may file with the
Committee a written request for a review of the denial of the claim.  Thereafter, but not later than 30 days after
the review procedure began, the Claimant (or the Claimant’s duly authorized
representative):  (a) may review
pertinent documents; (b) may submit written comments or other documents;
and/or (c) may request a hearing, which the Committee, in its sole
discretion, may grant.  In the event of a
claim for Disability benefits, the decision on review shall be made by a named
fiduciary independent of the person who denied the original claim, and that
reviewing fiduciary shall not defer to the initial review, shall provide for an
independent medical review of any medical judgments, and shall identify any
medical or vocational experts whose advice was obtained in connection with the
claim.  The Committee may choose to have
one or more members decide the initial claim and then recuse themselves from the
appellate process or may make other arrangements to ensure an independent
review of Disability claims.


 


10.04.                  Decision on
Review.  The Committee shall render
its decision on review promptly, and not later than 60 days (45 days, in the
event of a claim for Disability benefits) after the filing of a written request
for review of the denial, unless a hearing is held or other special
circumstances require additional time, in which case the Committee’s decision
must be rendered within 120 days (90 days, in the event of a claim for
Disability benefits) after such date. 
Such decision must be written in a manner calculated to be understood by
the Claimant, and it must


 


22

















 


contain: (a) specific
reasons for the decision; (b) specific reference(s) to the pertinent
Plan provisions upon which the decision was based; and (c) such other
matters as the Committee deems relevant. 
In the event of a claim for Disability benefits, the notice shall also
identify any internal protocol, policy or guideline relied upon or state that
such a protocol, policy or guideline was relied upon and will be provided free
of charge upon request, and provide an explanation of any scientific or
clinical judgment underlying a “medical necessity” or “experimental treatment”
determination (if any) or a statement that such a determination was made and
that an explanation will be provided free of charge upon request, and contain
such other information as is required by the Department of Labor regulations.  All decisions on review shall be final and
binding with respect to all concerned parties.


 


10.05.                  Disability
Claims.  Notwithstanding the
foregoing, unless otherwise required by law, the special rules applicable
to Disability claims shall not apply if the Plan terms or the Committee’s
uniformly-applicable policy require reliance exclusively on determinations by
the entity responsible for deciding such matters under the Company’s long-term
disability plan or determinations by the Social Security Administration when
deciding whether or not a Participant is Disabled.


 


10.06.                  Arbitration.  A Claimant’s compliance with the foregoing
provisions of this Article 10 is a mandatory prerequisite to a Claimant’s
right to commence any arbitration with respect to any claim for benefits under
the Plan.  Any dispute, claim or
controversy that may arise between a Participant and the Company or any other
person (the “Claims”) under the Plan is subject to arbitration, unless otherwise
agreed to in writing by the Participant and the Company.  The Claims shall be finally decided by
arbitration conducted pursuant to the Commercial Dispute Resolution Procedures
of the American Arbitration Association (the “AAA”), and its Supplementary Rules for
Securities Arbitration, or other applicable rules promulgated by the
AAA.  In addition, all claims, statutory
or otherwise, which allege discrimination or other violation of employment
laws, including but not limited to claims of sexual harassment, shall be
finally decided by arbitration pursuant to the AAA unless otherwise agreed to
in writing by a Participant and the Company. 
By agreement of a Participant and the Company in writing, disputes may
be resolved in arbitration by a mutually agreed-upon organization other than
the AAA.  In consideration of the
promises and the compensation provided in this Plan, neither a Participant nor
the Company shall have a right: (a) to arbitrate a Claim on a class action
basis or in a purported representative capacity on behalf of any Participants,
employees, applicants or other persons similarly situated; (b) to join or
to consolidate in an arbitration Claims brought by or against another
Participant, employee, applicant or the Participant, unless otherwise agreed to
in writing by the Participant and the Company; (c) to litigate any Claims
in court or to have a jury trial on any Claims; and (d) to participate in
a representative capacity or as a member of any class of claimants in an action
in a court of law pertaining to any Claims. 
Nothing in this Plan relieves a Participant or the Company from any
obligation the Participant or the Company may have to exhaust certain
administrative remedies before arbitrating any claims or disputes under this
Article 10.06.  Either a Participant
or the Company may compel arbitration of any Claims filed in a court of
law.  In addition, either a Participant
or the Company may apply to a court of law for an injunction to enforce the
terms of the Plan pending a final decision on the merits by an arbitration
panel pursuant to this provision.  The
Company shall pay all fees, costs or other charges charged by the AAA or any
other organization administering arbitration proceeding agreed upon pursuant to
this


 


23

















 


Article 10
that are above and beyond the filing fees of the federal or state court in the
jurisdiction in which the dispute arises, whichever is less.  A Participant or the Company shall each be
responsible for their own costs of legal representation, if any, except where
such costs of legal representation may be awarded as a statutory remedy by the
arbitrator.  Any award by an arbitration
panel shall be final and binding upon a Participant or the Company.  Judgment upon the award may be entered by any
court having jurisdiction thereof or having jurisdiction over the relevant
party or its assets.  This provision is
covered and enforceable under the terms of the Federal Arbitration Act.


 


Article 11


Trust


 


11.01.                  Establishment
of the Trust.  The Company may
establish one or more Trusts to which the Employers may transfer such assets as
the Employers determine in their sole discretion to assist in meeting their
obligations under the Plan.


 


11.02.                  Interrelationship
of the Plan and the Trust.  The
provisions of the Plan and the relevant Annual Enrollment Materials and Award
Materials shall govern the rights of a Participant to receive distributions
pursuant to the Plan.  The provisions of
the Trust shall govern the rights of the Employers, Participants and the
creditors of the Employers to the assets transferred to the Trust.


 


11.03.                  Distributions
from the Trust.  Each Employer’s
obligations under the Plan may be satisfied with Trust assets distributed
pursuant to the terms of the Trust, and any such distribution shall reduce the Employer’s
obligations under the Plan.


 


Article 12


Miscellaneous


 


12.01.                  Unfunded
Status of Plan.  All Plan Accounts
and all credits and other adjustments to such Plan Accounts shall be
bookkeeping entries only and shall be utilized solely as a device for the
measurement and determination of amounts to be paid under the Plan.  No Plan Accounts, credits or other
adjustments under the Plan shall be interpreted as an indication that any
benefits under the Plan are in any way funded.


 


12.02.                  Section 409A.


 


(a)                            It
is intended that the Plan (including all amendments thereto) comply with the
requirements of Section 409A so as to prevent the inclusion in gross
income of any benefits accrued thereunder in a taxable year prior to the
taxable year or years in which such amount would otherwise be actually
distributed or made available to the Participants.  The Plan shall be administered and
interpreted in a manner that is consistent with such intention and the
Company’s Policy Regarding Section 409A Compliance.


 


(b)                           Notwithstanding
the terms of Articles 2.11, 3.05 and 4.05, to the extent that a distribution to
a Participant who is a Specified Employee at the time of his or her Termination
of Employment is required to be delayed by six months pursuant to
Section 409A, such distribution shall be made no earlier than the first
day of the seventh month following the


 


24

















 


Participant’s
Termination of Employment.  The amount of
such payment will equal the sum of the payments that would have been paid to
the Specified Employee during the six-month period immediately following the Specified
Employee’s Termination of Employment had the payment commenced as of such
date.  If the Specified Employee elected
to receive installment payments, the remaining balance of the Specified
Employee’s Annual Deferral Accounts shall be paid in the remaining
substantially equivalent installments. 
For purposes of this paragraph, “Specified Employee” shall mean a key
employee as defined under Section 409A, as determined in accordance with
the Company’s Policy Regarding Section 409A Compliance.


 


12.03.                  Unsecured
General Creditor.  Participants and
their beneficiaries, heirs, successors and assigns shall have no legal or
equitable rights, interests or claims in any property or assets of any
Employer.  For purposes of the payment of
benefits under the Plan, any and all of an Employer’s assets, shall be, and
remain, the general, unpledged unrestricted assets of the Employer.  An Employer’s obligation under the Plan shall
be merely that of an unfunded and unsecured promise to pay money in the future.


 


12.04.                  Other
Benefits and Agreements.  The
benefits provided for a Participant under the Plan are in addition to any other
benefits available to such Participant under any other plan or program for
Employees of an Employer.  The Plan shall
supplement and shall not supersede, modify or amend any other such plan or
program except as may otherwise be expressly provided.


 


12.05.                  Liability for
Payment.  An Employer’s liability for
the payment of benefits shall be defined only by the Plan and the Annual
Enrollment Forms, as entered into between an Employer and a Participant.  An Employer shall have no obligation to a
Participant under the Plan except as expressly provided in the Plan and his or
her Annual Enrollment Forms.


 


12.06.                  Nonassignability.  Neither a Participant nor any other person
shall have any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in
advance of actual receipt, the amounts, if any, payable hereunder, or any part
thereof, which are, and all rights to which are expressly declared to be,
unassignable and non-transferable.  No
part of the amounts payable shall, prior to actual payment, be subject to
seizure, attachment, garnishment or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by a Participant or any other
person, be transferable by operation of law in the event of a Participant’s or
any other person’s bankruptcy or insolvency or be transferable to a spouse as a
result of a property settlement or otherwise.


 


12.07.                  Not a
Contract of Employment.  The terms
and conditions of the Plan and the Annual Election Form under the Plan shall
not be deemed to constitute a contract of employment between an Employer and
the Participant.  Such employment is
hereby acknowledged to be an “at will” employment relationship that can be
terminated at any time for any reason, or no reason, with or without cause, and
with or without notice, except as otherwise provided in a written employment
agreement.  Nothing in the Plan or any
Annual Election Form shall be deemed to give a Participant the right to be
retained in the service of an Employer as an Employee or to interfere with the
right of an Employer to discipline or discharge the Participant at any time.


 


25
















 


12.08.                  Furnishing
Information.  A Participant will
cooperate with the Committee by furnishing any and all information requested by
the Committee and take such other actions as may be requested in order to
facilitate the administration of the Plan and the payments of benefits
hereunder, including but not limited to taking such physical examinations as
the Committee may deem necessary.


 


12.09.                  Terms.  Whenever any words are used herein in the
masculine, they shall be construed as though they were in the feminine in all
cases where they would so apply; and whenever any words are used herein in the
singular or in the plural, they shall be construed as though they were used in
the plural or the singular, as the case may be, in all cases where they would
so apply.


 


12.10.                  Captions.  The captions of the articles and paragraphs
of the Plan are for convenience only and shall not control or affect the
meaning or construction of any of its provisions.


 


12.11.                  Governing Law.  The Plan and all determinations made and actions
taken thereunder, to the extent not otherwise governed by federal law, shall be
governed by the laws of the State of Delaware, without reference to principles
of conflict of laws, and construed accordingly.


 


12.12.                  Notice.


 


(a)                            Any
notice or filing required or permitted to be given to the Committee under the
Plan shall be sufficient if in writing and hand-delivered, or sent by
registered or certified mail, to the address below:


 


Ameriprise Financial, Inc.


360 Ameriprise Financial
Center


Minneapolis, Minnesota
55474


Attn:  Vice President, Benefits


 


with a copy to:


 


General Counsel’s Office


 


Such notice shall be
deemed given as of the date of delivery or, if delivery is made by mail, as of
the date shown on the postmark or the receipt for registration or certification.


 


(b)                           Any
notice or filing required or permitted to be given to a Participant under the
Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to
the last known address of the Participant.


 


12.13.                  Successors.  The provisions of the Plan shall bind and
inure to the benefit of the Employer and its successors and assigns and the
Participant and the Participant’s Beneficiary, heirs and assigns.


 


26

















 


12.14.                  Spouse’s
Interest.  The interest in the
benefits hereunder of a spouse of a Participant who has predeceased the
Participant shall automatically pass to the Participant and shall not be
transferable by such spouse in any manner, including but not limited to such
spouse’s will or under the laws of intestate succession.


 


12.15.                  Validity.  In case any provision of the Plan shall be
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining parts hereof, but the Plan shall be construed and enforced
as if such illegal or invalid provision had never been inserted herein.


 


12.16.                  Incompetent.  If the Committee determines in its discretion
that a benefit under the Plan is to be paid to a minor, a person declared
incompetent or to a person incapable of handling the disposition of that person’s
property, the Committee may direct payment of such benefit to the guardian,
legal representative or person having the care and custody of such minor,
incompetent or incapable person.  The
Committee may require proof of minority, incompetence, incapacity or
guardianship, as it may deem appropriate prior to distribution of the
benefit.  Any payment of a benefit shall
be a payment for the account of the Participant and the Participant’s
Beneficiary, as the case may be, and shall be a complete discharge of any
Company liability under the Plan for such payment amount.


 


12.17.                  Insurance.  The Employers, on their own behalf or on
behalf of the Trustee, and, in their sole discretion, may apply for and procure
insurance on the life of the Participant, in such amounts and in such forms as
the Trust may choose.  The Employers or
the Trustee, as the case may be, shall be the sole owner and beneficiary of any
such insurance.  The Participant shall
have no interest whatsoever in any such policy or policies, and at the request
of the Employers shall submit to medical examinations and supply such
information and execute such documents as may be required by the insurance
company or companies to whom the Employers have applied for insurance.


 


12.18.                  Legal
Fees To Enforce Rights After Change in Control.  The Company and each Employer is aware that
upon the occurrence of a Change in Control, the Board or the board of directors
of the Participant’s Employer (which might then be composed of new members) or
a stockholder of the Participant’s Employer, or of any successor corporation
might then cause or attempt to cause the Participant’s Employer or such
successor to refuse to comply with its obligations under the Plan and might
cause or attempt to cause the Participant’s Employer to institute, or may
institute, arbitration or litigation seeking to deny Participants the benefits
intended under the Plan.  In these
circumstances, the purpose of the Plan could be frustrated.  Accordingly, if, following a Change in
Control, it should appear to any Participant that the Company, the Participant’s
Employer or any successor corporation has failed to comply with any of its
obligations under the Plan or any agreement thereunder, or if the Company, such
Employer or any other person takes any action to declare the Plan void or
unenforceable or institutes any arbitration, litigation or other legal action
designed to deny, diminish or to recover from any Participant the benefits
intended to be provided, then the Company and the Participant’s Employer
irrevocably authorize such Participant to retain counsel of his or her choice
at the expense of the Company and the Participant’s Employer (who shall be
jointly and severally liable) to represent such Participant in connection with
the initiation or defense of any arbitration, litigation or other legal action,
whether by or against the Company, the Participant’s Employer or any director,
officer, stockholder or other person affiliated with the Company, the 


 


27

















 


Participant’s Employer or
any successor thereto in any jurisdiction; provided, however, that in the event
that the trier in any such legal action determines that the Participant’s claim
was not made in good faith or was wholly without merit, the Participant shall
return to the Company and the Participant’s Employer any amount received
pursuant to this Article 12.18.  Any reimbursements shall be paid in
accordance with the Company’s Policy Regarding Section 409A Compliance.


 


12.19.                  Electronic Documents Permitted. 
Subject to applicable law, Annual Election Forms, Annual Enrollment
Materials, Award Materials and other forms or documents may be in electronic
format or made available through means of online enrollment or other electronic
transmission.


 


*  *  * 
*  *


 


28

















 


Ameriprise Advisor Group Deferred Compensation
Plan


 


Schedule A

April 22,
2009


 


Employers


 


·                  American
Enterprise Investment Services, Inc.


·                  Ameriprise
Financial Services, Inc.


·                  RiverSource
Investments, LLC


·                  RiverSource
Service Corporation


·                  RiverSource Life
Insurance Company (formerly known as IDS Life Insurance Company)


·                  RiverSource Life
Insurance Co. of New York (formerly known as IDS Life Insurance Company of New
York and American Centurion Life Assurance Company)


·                  IDS Property
Casualty Insurance Company


·                  Ameriprise Trust
Company


·                  Ameriprise Bank,
FSB


·                  RiverSource
Distributors, Inc.


·                  Ameriprise
Advisor Services, Inc. (formerly known as H&R Block Financial Advisors, Inc.)


·                  J. & W.
Seligman & Co. Incorporated


·                  Seligman
Advisors, Inc.


·                  Seligman
Services, Inc.


 


29