Exhibit 10.18


 


AMERIPRISE ADVISOR GROUP DEFERRED COMPENSATION PLAN


 


Effective January 1, 2010


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE
  1

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  2

  	
  ANNUAL
  PARTICIPANT DEFERRALS

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  3

  	
  STOCK
  BONUSES

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  4

  	
  DISCRETIONARY
  ALLOCATIONS

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  5

  	
  INVESTMENT
  OPTIONS, INVESTMENT ADJUSTMENTS AND TAXES

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  6

  	
  BENEFICIARY
  DESIGNATION

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  7

  	
  EFFECTS
  OF CERTAIN EVENTS

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  8

  	
  AMENDMENT
  AND TERMINATION

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  9

  	
  ADMINISTRATION

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  10

  	
  CLAIMS
  PROCEDURES

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  11

  	
  TRUST

  	
  24

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  12

  	
  MISCELLANEOUS

  	
  24

  



 

















 


AMERIPRISE ADVISOR GROUP DEFERRED COMPENSATION PLAN


 


Effective January 1, 2010


 


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 


 


2

















 


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 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 


 


7

















 


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.


 


9

















 


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 


 


10

















 


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 (including, without 


 


14

















 


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 of Share Units credited to
Participants’ Plan Accounts to reflect any such change as may be 


 


15

















 


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.


 


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.


 


16

















 


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 person or persons surviving the Participant
in the following order:  (a) the
Participant’s spouse, if he or she was married at the time of death; or (b) 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.


 


(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 


 


17

















 


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 (A) for
awards granted before November 1, 2009, five or more Years of Service; or (B) for
awards granted on or after November 1, 2009, ten 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.


 


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 


 


18

















 


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.


 


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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, to the 


 


21

















 


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.      Offsets.  Notwithstanding anything in the
Plan to the contrary, to the maximum extent permissible by Section 409A
and applicable law, any amount otherwise due or payable under the Plan may be
forfeited, or its payment suspended, at the discretion of the Committee, to
apply toward or recover any claim the Company may have against the Participant,
including but not limited to, for the enforcement of the Company’s Detrimental Conduct
provisions under its long-term incentive award plan, to recover a debt to the
Company or to recover a benefit overpayment under a Company benefit plan or
program.  No amounts shall be offset
against a Participant’s Plan Accounts prior to the date on which the offset
amounts would otherwise be distributed to the Participant unless otherwise
permitted by Section 409A.  An
offset shall be made only to the extent and in the manner permitted by the
Company’s Policy Regarding Section 409A Compliance.


 


12.04.      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.


 


12.05.      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.


 


12.06.      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.


 


12.07.      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.


 


25

















 


12.08.      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.


 


12.09.      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.


 


12.10.      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.


 


12.11.      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.


 


12.12.      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.


 


12.13.      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.


 


26

















 


(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.


 


12.14.      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.


 


12.15.      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.


 


12.16.      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.


 


12.17.      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.


 


12.18.      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.


 


12.19.      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 


 


27

















 


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 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 12.19.  Any reimbursements shall be paid in
accordance with the Company’s Policy Regarding Section 409A Compliance.


 


12.20.      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


January 1, 2010


 


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.


·                  Threadneedle Investments North America, LLC