Exhibit 10.13


 


AMERIPRISE FINANCIAL SENIOR EXECUTIVE SEVERANCE PLAN


 


As Amended and Restated Effective December 10, 2009


 

















 


AMERIPRISE FINANCIAL SENIOR EXECUTIVE SEVERANCE PLAN


 


INTRODUCTION


 


The Board of Directors of Ameriprise Financial, Inc.
established the Ameriprise Financial Senior Executive Severance Plan
(hereinafter referred to as the “Plan”), effective as of September 30, 2005,
restated as of November 14, 2005 and amended and restated as of December 10,
2009, to provide for severance benefits for certain eligible senior executives
of Ameriprise Financial, Inc. and its participating subsidiaries whose
employment is terminated under certain conditions.  Severance benefits under the Plan are to be
provided to such eligible executives in exchange for a signed agreement that
includes a release of all claims.


 


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ARTICLE
ONE


DEFINITIONS


 


1.1.          “Affiliated
Company” means any corporation which is a member of a controlled group of
corporations (determined in accordance with Section 4l4(b) of the
Code) of which the Company is a member and any other trade or business (whether
or not incorporated) which is controlled by, or under common control
(determined in accordance with Section 4l4(c) of the Code) with the
Company, but which is not an Employing Company.


 


1.2.          “Base
Salary” means the regular basic cash remuneration before deductions for taxes
and other items withheld, payable to an Employee for services rendered to an
Employing Company, but not including pay for bonuses, incentive compensation,
special pay, awards or commissions.


 


1.3.          “Board
of Directors” means the board of directors of the Company.


 


1.4.          “Bonus”
means the largest annual incentive compensation amount paid to an Employee in
the last three years, excluding the year of the Employee’s Termination of
Employment, over and above Base Salary earned and paid in cash or otherwise,
under any executive bonus or sales incentive plan or program of an Employing
Company.


 


1.5.          “Change
in Control” has the meaning set forth in the Ameriprise Financial 2005
Incentive Compensation Plan, as amended; provided that, notwithstanding
anything to the contrary therein, a Change in Control shall not be deemed to
occur under this Plan as a result of any event or transaction to the extent
that treating such event or transaction as a Change in Control would cause any
tax to become due under Section 409A.


 


1.6.          “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and all
regulations, interpretations and administrative guidance issued thereunder.


 


1.7.          “Committee”
means the Compensation and Benefits Committee of the Board of Directors or any
committee established and appointed by the Board of Directors or by a committee
of the Board of Directors, or any successor committee appointed by the Board of
Directors to administer the Plan.


 


1.8.          “Company”
means Ameriprise Financial, Inc., a Delaware corporation, its successors
and assigns.


 


1.9.          “Comparable
Position” means a job with the Company, an Employing Company, an Affiliated
Company or successor company at the same or higher Total Cash Compensation as
an Employee’s current job and at a work location within reasonable commuting
distance from an Employee’s home, as determined by such Employee’s Employing
Company.  For Employees in a qualifying
international expatriate program adopted
by an Employee’s Employing Company, “Comparable Position” means a job with an
Employing Company, an Affiliated Company or successor company at the same or
higher Total Cash Compensation as an Employee’s current job and at a work
location in the Employee’s country of assignment, home country or career base
country.


 


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1.10.        “Completed
Years of Service” means the number of full one-year periods that have
transpired since the Employee’s original date of hire or, in the case of
someone who has incurred a break in service as defined in the Ameriprise
Financial Retirement Plan, the adjusted date of hire, through the Employee’s
last day of active employment with the Company. 
The determination of Completed Years of Service will take into account
years of service with American Express Company if and to the extent, and in
accordance with, the provisions of the Employee Benefits Agreement by and between
American Express Company and Ameriprise Financial, Inc., dated as of September 30,
2005 (the “Employee Benefits Agreement”).


 


1.11.        “Constructive
Termination” means resignation or other Termination of Employment by an
Employee from an Employing Company as a result of one or more of the following
without the Employee’s written consent within two (2) years after a Change
in Control (each of the following, a “Good Reason”):


 


(a)           a
reduction in Base Salary, except for across-the-board changes similarly affecting
all Employees of the Employing Company and all Employees of any Person in
control of the Employing Company, or any material reduction in the aggregate of
the Employee’s annual target bonus and long term incentive opportunity, in each
case from that in effect immediately prior to the Change in Control;


 


(b)           the
Employing Company’s requirement that the Employee be based more than fifty (50)
miles from the location at which the Employee was based immediately prior to
the Change in Control and which location is more than thirty-five (35) miles
from the Employee’s residence; or


 


(c)           a
significant reduction in the Employee’s position, duties, or responsibilities
from those in effect prior to the Change in Control.


 


The Employee shall notify
the Employing Company within ninety (90) days after the occurrence of an event
giving rise to a Good Reason and the Employing Company shall have thirty (30)
days to remedy the condition, and if remedied by the Employing Company within
such thirty- (30-) day period, no Good Reason shall exist on account of the
remedied event.  A “Constructive
Termination” is intended to qualify as an involuntary separation from service
for purposes of Section 409A, and this definition of “Constructive
Termination” shall be administered and interpreted consistent with such
intention.


 


1.12.        “Defined
Termination” means a Termination of Employment of an Employee within two (2) years
after a Change in Control that occurs as a result of either:


 


(a)           an
Involuntary Termination; or


 


(b)           a
Constructive Termination.


 


1.13.        “Disability”
has the meaning set forth in Section 409A.


 


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1.14.        “Employee”
means any person, at the senior executive level as defined by the Committee,
paid through the payroll function of the Employing Company (as opposed to the
accounts payable function of the Employing Company) and employed on a regular
full-time basis (i.e., an employee whose scheduled workweek is consistent with
the standard workweek schedule of a business unit or department) or regular
part time basis (i.e., an employee who is scheduled to work at least twenty
(20) hours per week, but fewer than the hours of a regular full-time employee)
by an Employing Company, who receives from an Employing Company a regular stated
compensation and an annual IRS Form W-2; provided, however, that an
Employing Company or operating business unit thereof, due to business,
marketplace or employee relations reasons, may, in its sole discretion, by
policy exclude from the definition of Employee under the Plan any category or
level of Employee employed in a non-exempt, exempt or executive level position
or in an initial probationary or trial period of employment.  The term “Employee” shall not include any
person who has entered into an independent contractor agreement, consulting
agreement, franchise agreement or any similar agreement with an Employing
Company, nor the employees of any such person, regardless of whether that
person (including his or her employees) is later found to be an employee by any
court of law or regulatory authority.


 


1.15.        “Employing
Company” means each of the Company and the subsidiary and affiliated companies
of the Company listed on Schedule A attached hereto, as such Schedule A may be
amended by the Committee, in its sole discretion, from time to time.


 


1.16.        “ERISA”
means the Employee Retirement Income Security Act of l974, as amended from time
to time, and all regulations, interpretations and administrative guidance
issued thereunder.


 


1.17.        “Good Cause”
means a discontinuance of an Employee’s employment by an Employing Company upon
one of the following:


 


(a)           an
Employee’s Willful and continued failure to adequately perform substantially
all of the Employee’s duties with an Employing Company;


 


(b)           an
Employee’s Willful engagement in conduct which is demonstrably and materially
injurious to an Employing Company or an affiliate thereof, monetarily or
otherwise; or


 


(c)           an
Employee’s conviction of, or entering a plea of guilty or nolo contendere to (i) a
felony or (ii) any misdemeanor that disqualifies an Employee from
employment with an Employing Company.


 


1.18.        “Involuntary
Termination” means any involuntary Termination of Employment by an Employing
Company for reasons other than Good Cause within two (2) years after a
Change in Control.


 


1.19.        “Leave of
Absence” means the period during which an Employee is absent from work pursuant
to a leave of absence granted by an Employing Company, and a Leave of Absence
shall not constitute a Termination of Employment.


 


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1.20.        “Person”
means a “person” as such term is used in Section 13(d) and 14(d) of
the Securities and Exchange Act of 1934, as amended (the “Exchange Act”),
including any “group” within the meaning of Section 13(d)(3) under
the Exchange Act.


 


1.21.        “Plan”
means the Ameriprise Financial Senior Executive Severance Plan, as set forth
herein and as hereafter amended from time to time.


 


1.22.        “Retirement”
means a Termination of Employment that qualifies as an early, normal or
deferred retirement as defined in and meeting the terms and conditions of the
Ameriprise Financial Retirement Plan, as amended, or any successor plan
thereto.


 


1.23.        “Section 409A”
means Section 409A of the Code, and the Treasury Regulations promulgated
and other official guidance issued thereunder.


 


1.24.        “Separation
Period” means the period of time over which an Employee receives severance
benefits under the Plan in biweekly or other installment payments.


 


1.25.        “Specified
Employee” means a key employee (as defined for purposes of Section 409A,
as determined in accordance with the Company’s Policy Regarding Section 409A
Compliance) of an Employing Company, as determined by the Committee in its sole
discretion.


 


1.26.        “Termination
of Employment” means the date on which an Employee undergoes a “separation from
service” from an Employing Company, as defined under Section 409A, and as
determined in accordance with the Company’s Policy Regarding Section 409A
Compliance.


 


1.27.        “Total Cash
Compensation” means an Employee’s Base Salary and any Bonus.


 


1.28.        “Willful”
means that an act or failure to act on an Employee’s part is done, or omitted
to be done, by the Employee in a manner that is not in good faith, and that is
without reasonable belief that such action or omission was in the best
interests of an Employing Company.


 


1.29.        The
masculine pronoun shall be construed to mean the feminine and the singular
shall be construed to mean the plural, wherever appropriate herein.


 


1.30.        Headings in
this document are for identification purposes only and do not constitute a part
of the Plan.


 


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ARTICLE
TWO


ELIGIBILITY TO RECEIVE BENEFITS


 


2.1.          Eligibility
to Receive Benefits.  Each Employee shall be eligible to receive
benefits under the Plan in the event such Employee undergoes a Termination of
Employment from an Employing Company for one of the following reasons:


 


2.1.1.       Reduction
in force;


 


2.1.2.       Position
elimination;


 


2.1.3.       Office
closing;


 


2.1.4.       Mutually satisfactory
resignation;


 


2.1.5.       Relocation
of an Employee’s current position that does not meet the definition of
Comparable Position; or


 


2.1.6.       Defined
Termination, as defined in Section 1.12, (applicable only within two (2) years
after a Change in Control), and notwithstanding any provision of Section 2.3.


 


2.2.          Limitations
on Eligibility.


 


2.2.1.       An Employee’s
resignation only qualifies as a “mutually satisfactory resignation” for
purposes of Section 2.1.4 if the Employing Company would have terminated the
Employee’s services if the Employee did not voluntarily resign, and the
Employee was aware of that fact.  A “mutually
satisfactory resignation” is intended to qualify as an involuntary separation
from service for purposes of Section 409A, and this definition of “mutually
satisfactory resignation” shall be administered and interpreted consistent with
such intention.


 


2.2.2.       In the
event an Employee who is otherwise eligible to receive benefits under the Plan
is offered a Comparable Position (whether the position is accepted or rejected
by the Employee), he will not be eligible to receive benefits under the
Plan.  In addition, an Employee is not
eligible to receive benefits under the Plan if the Employee accepts any position
in the Employing Company, an Affiliated Company or successor company
(regardless of whether it is a Comparable Position).  An Employee who is offered or placed on a
temporary layoff status (often referred to as a furlough) with reduced or no
pay for a period of less than six (6) months during which time the
Employee continues to participate in certain benefit plans as determined by the
Company is not eligible to receive benefits under the Plan.


 


2.3.          Ineligibility
to Receive Benefits.  An Employee is ineligible to receive benefits
under the Plan in the event such Employee undergoes a Termination of Employment
from an Employing Company for a reason other than those enumerated in Section 2.1
above, including, but not limited to, the following:


 


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2.3.1.       Voluntary
resignation;


 


2.3.2.       Failure to
report for work;


 


2.3.3.       Failure to
return from leave;


 


2.3.4.       Return from
a Leave of Absence which extends beyond the policy reinstatement period, if
applicable, and no position is available;


 


2.3.5.       Excessive
absenteeism or lateness;


 


2.3.6.       Merger,
acquisition, sale, transfer, outsourcing or reorganization of all or part of
the Employing Company that does not constitute a Change in Control where either
(i) a Comparable Position is offered with, or (ii) the Employee
accepts any position (regardless of whether it is a Comparable Position) with,
a successor company, whether affiliated or unaffiliated with the Employing
Company, including an outside contractor, and whether or not the successor
company participates in the Plan;


 


2.3.7.       Violation
of a policy or procedure of the Employing Company, insubordination,
unwillingness to perform the duties of a position, or other misconduct;


 


2.3.8.       Retirement,
including the acceptance of any Employing Company sponsored retirement
incentive; provided, however, that in the event an Employee is otherwise
eligible for a severance pay benefit in accordance with Section 2.1 above
and also eligible for Retirement, the Employee shall be eligible to receive
benefits under the Plan in accordance with Article Three below;


 


2.3.9.       Death; or


 


2.3.10.     Disability.


 


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ARTICLE
THREE


AMOUNT OF BENEFITS


 


3.1.          Amount
of Benefits.  The severance benefit payable to an eligible
Employee under the Plan shall be based on his Completed Years of Service and
position with the Company, Employing Company or an Affiliated Company.  The formula for determining an Employee’s
severance benefit payment shall be calculated by first adding
together:   (i) the Employee’s annual Base Salary in effect
immediately prior to the date of Termination of Employment (or if the Employee
undergoes a Termination of Employment pursuant to Section 1.11(a), the
Employee’s annual Base Salary that was in effect immediately before such
reduction in Base Salary); and (ii) the Employee’s Bonus.  The sum of subsections (i) and (ii) above
shall then be divided by fifty-two (52) to calculate the weekly severance
benefit.  The amount of the total
severance benefit to which an Employee may be entitled is set out in Schedule
B.


 


Notwithstanding the
foregoing and in accordance with the terms of the Employee Benefits Agreement,
any Employee who was eligible to receive severance benefits under the American
Express Company Senior Executive Severance Plan immediately prior to the
Distribution Date (as defined in the Employee Benefits Agreement) and becomes
eligible to receive severance benefits pursuant to the Plan during the period
commencing on the Distribution Date (as defined in the Employee Benefits
Agreement) and ending on the first anniversary of the Distribution Date, shall
receive an amount of severance benefit that is not less than the number of
weeks of pay that such Employee would have received under the American Express
Company Senior Executive Severance Plan as in effect immediately prior to the
Distribution Date.


 


3.2.          Special
Retirement Program Contributions.  An Employee eligible for benefits under the
Plan due to a Defined Termination shall, in addition to the benefits provided
above in Section 3.1, receive the value of Company contributions that
would have been made to the Ameriprise Financial Retirement Plan, Ameriprise
Financial 401(k) Plan, Ameriprise Financial Supplemental Retirement Plan
or other similar plans adopted by the Company, for the period during which the
Employee is receiving weekly severance payments under this Plan.  Effective on the date of the Defined
Termination, this amount will be credited to the Employee’s book reserve
account in the Ameriprise Financial Supplemental Retirement Plan, consistent
with the terms of such plan, and paid in accordance with the terms of such
plan.


 


3.3.          Limitations
on Amount of Severance Benefits.  Severance benefits payable under the Plan
shall be inclusive of and offset by any other severance, redundancy or
termination payment made by an Employing Company to an Employee, including, but
not limited to, any amounts paid pursuant to federal, state, local or foreign
government worker notification (e.g., Worker Adjustment and Retraining
Notification Act) or office closing requirements, any amounts owed the Employee
pursuant to a contract with the Employing Company (unless the contract
specifically provides otherwise) and amounts paid to an Employee placed in a
temporary layoff status (often referred to as a furlough) which immediately
precedes the commencement of the severance payments.


 


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3.4.          Reemployment.  In the event an
Employee is reemployed by the Employing Company or an Affiliated Company within
the period covered by the schedule of severance benefits in Section 3.1
above, the severance benefits, if any, that are in excess of the number of
weeks between the Termination of Employment and the rehire date shall be repaid
by the Employee or withheld by the Employing Company, as the case may be; and
any benefits withheld or repaid shall be forfeited by the terminating
Employee..  In the further event an
eligible Employee who is receiving severance benefits under the Plan is later
rehired by an Employing Company or an Affiliated Company, and employment later
terminates under conditions making such Employee eligible for severance
benefits under the Plan, the amount of the second severance benefit will be
based on such Employee’s actual date of reemployment and not the original date
of employment.


 


3.5.          Withholding
Tax. 
The Employing Company shall deduct from the amount of any severance
benefits payable under the Plan, any amount required to be withheld by the
Employing Company by reason of any law or regulation, for the payment of taxes
or otherwise to any federal, state, local or foreign government.  In determining the amount of any applicable
tax, the Employing Company shall be entitled to rely on the number of personal
exemptions on the official form(s) filed by the Employee with the
Employing Company for purposes of income tax withholding on regular wages.


 


3.6.          Requirement
of Signed Agreement.  Receipt of severance benefits under the Plan
is conditioned upon the Employee signing an agreement with the Employee’s
Employing Company in a form satisfactory to the Company and in accordance with
the requirements of applicable law (the “Agreement”).  The Agreement must include a release of
claims and may include whatever other terms the Employing Company deems
appropriate, including restrictive covenants. 
If the terms of the Agreement are found to be legally unenforceable, the
Employee must return any severance benefits paid pursuant to Section 3.1
of the Plan plus the value of any long term incentive awards which vested
during the Separation Period; provided, however, that in the event the Employee
has a Defined Termination, such restrictive covenants shall:  (a) be
reasonable under the applicable facts and circumstances; (b) include the
following (i) non-solicitation of customers and employees; (ii) confidentiality
of business data; (iii) full release of claims; and (iv) non-denigration
of the Company and its affiliates, and their officers, directors and agents and
(c) not include any non-competition limitations.  Notwithstanding anything herein to the
contrary, the Company shall, for a period of two (2) years and one (1) day
following a Change in Control, be prohibited from entering into any agreement
with an Employee, which contains a more expansive Competitor List (as provided
in Paragraph 2 of the Consent to the Application of Forfeiture and Detrimental
Conduct Provisions to Long-Term Incentive Awards relating to awards issued
under the Ameriprise Financial 2005 Incentive Compensation Plan) than that
which was in effect for such Employee immediately prior to the date of such
Change in Control.  If an Employee has
already signed an Agreement as required by Section 3.6 prior to the date
of a Change in Control, the Employee is not eligible to receive any benefits
that would otherwise be triggered by a Change in Control, except as provided by
Section 4.2.


 


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3.7.          Excise
Tax.


 


(a)           This Section 3.7
shall apply in the event of a Change in Control, as defined in Section 1.5
hereof.


 


(b)           In the event that any payment or benefit received or to be
received by an Employee from the Company, an Employing Company or any
Affiliated Company in connection with a Change in Control or such Employee’s
Termination of Employment (such payments and benefits, excluding any Gross-Up
Payment (as hereinafter defined), being hereinafter referred to collectively as
the “Payments”), will be subject to the excise tax (the “Excise Tax”) referred
to in Section 4999 of the Code, then the Company shall pay to such
Employee, within five (5) days after receipt by such Employee of the
written statement referred to in subsection (d) below, an additional
amount (the “Gross-Up Payment”) such that the net amount retained by such
Employee, after deduction of any Excise Tax on the Payments and any federal,
state and local income and employment taxes and Excise Tax upon the Gross-Up
Payment, shall be equal to the Payments. 
The Gross-Up Payment shall be
paid to the Employee not later than December 31st of the year following
the year in which the Employee remits the related taxes.


 


(c)           For purposes of determining whether the Payments will be
subject to the Excise Tax and the amount of such Excise Tax:  (i) all
payments and benefits received or to be received by an Employee in connection
with such Change in Control or such Employee’s Termination of Employment,
whether pursuant to the terms of the Plan or any other plan, arrangement or
agreement with the Company, any Employing Company, any Person (as such term is
defined in Section 1.20) whose actions result in such Change in Control or
any Person affiliated with the Company, such Employing Company or such Person
(all such payments and benefits, excluding the Gross-Up Payment and any similar
gross-up payment to which an Employee may be entitled under any such other
plan, arrangement or agreement, being hereinafter referred to as the “Total
Payments”), shall be treated as “parachute payments” (within the meaning of Section 280G(b)(2) of
the Code) unless, in the opinion of the accounting firm which was, immediately
prior to the Change in Control, the Company’s independent auditor, or if that
firm refuses to serve, by another qualified firm, whether or not serving as
independent auditors, designated by the Committee (the “Auditor”), such
payments or benefits (in whole or in part) do not constitute parachute
payments, including by reason of Section 280G(b)(2)(A) or Section 280G(b)(4)(A) of
the Code; (ii) no portion of the Total Payments the receipt or enjoyment
of which the Employee shall have waived at such time and in such manner as not
to constitute a “payment” within the meaning of Section 280G(b) of
the Code shall be taken into account; (iii) all “excess parachute payments”
within the meaning of Section 280G(b)(l) of the Code shall be treated
as subject to the Excise Tax unless, in the opinion of the Auditor, such excess
parachute payments (in whole or in part) represent reasonable compensation for
services actually rendered (within the meaning of Section 280G(b)(4)(B) of
the Code) in excess of the Base Amount (within the meaning of Section 280G(b)(3) of
the Code) allocable to such reasonable compensation, or are otherwise not
subject to the Excise Tax; and (iv) the value of any noncash benefits or
any deferred payment or benefit shall be determined by the Auditor in
accordance with the principles of Sections 280G(d)(3) and (4) of the
Code and regulations or other guidance there under.  


 


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For purposes of determining the amount of the Gross-Up
Payment in respect of an Employee,
the Employee shall be deemed to pay federal income tax at the highest marginal
rate of federal income taxation (and state and local income taxes at the
highest marginal rate of taxation in the state and locality of such Employee’s
residence, net of the maximum reduction in federal income taxes which could be
obtained from deduction of such state and local taxes) in the calendar year in
which the Gross-Up Payment is to be made. 
The Auditor will be paid reasonable compensation by the Company for its
services.


 


(d)           In the event that the Excise Tax is finally determined to be
less than the amount taken into account hereunder in calculating the Gross-Up
Payment, then an amount equal to the amount of the excess of the earlier
payment over the redetermined amount (the “Excess Amount”) will be treated as
if it were a loan to the Employee made on the date of the Employee’s receipt of
such Excess Amount, which the Employee will have an obligation to repay to the
Company on the fifth business day after demand, together with interest on such
amount at the lowest applicable federal rate (as defined in Section 1274(d) of
the Code or any successor provision thereto), compounded semi-annually (the “Section 1274
Rate”) from the date of the Employee’s receipt of such Excess Amount until the
date of such repayment (or such lesser rate (including zero) as may be
designated by the Auditor such that the Excess Amount and such interest will
not be treated as a parachute payment as previously defined).  In the event that the Excise Tax is finally
determined to exceed the amount taken into account hereunder in calculating the
Gross-Up Payment (including by reason of any payment the existence or amount of
which cannot be determined at the time of the Gross-Up Payment), within five (5) business
days of such determination, but not later
than December 31st of the year following the year in which the Employee
remits the related taxes, the Company
will pay to the Employee an additional amount, together with interest thereon
from the date such additional amount should have been paid to the date of such
payment, at the Section 1274 Rate (or such lesser rate (including zero) as
may be designated by the Auditor such that the amount of such deficiency and
such interest will not be treated as a parachute payment as previously
defined).  The Employee and the Company
shall each reasonably cooperate with the other in connection with any
administrative or judicial proceedings concerning the amount of any Gross-Up
Payment.


 


(e)           As soon as practicable following a Change in Control, the
Company shall provide to each Employee, a written statement setting forth the
manner in which the Total Payments in respect of such Employee were calculated
and the basis for such calculations, including, without limitation, any
opinions or other advice the Company has received from the Auditor or other
advisors or consultants (and any such opinions or advice which are in writing
shall be attached to the statement).


 


(f)            Notwithstanding
anything herein to the contrary, the Committee may designate by resolution any
group of Employees or individual Employee that would not be eligible to receive
a Gross-Up Payment or any other benefit provided for under this Section 3.6.  With regard to any such Employee or group of
Employees, the Committee may provide for a reduction in Payments for the purpose
of avoiding the imposition of the Excise Tax, 


 


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in all or certain specified circumstances, such reduction to
be implemented pursuant to such rules as the Committee shall adopt from
time to time.


 


3.8.          Payment
for Cancelled Stock Options.  An Employee eligible for benefits under the
Plan due to a Change in Control may receive the value of American Express
Company vested stock options that are cancelled, on or before December 31,
2009, due to a (a) Change in Control or (b) Defined Termination.  The value, if any, will be determined by the
Company, in its sole discretion and be equal to the Black Scholes value (for
the remaining term) less the intrinsic value of the option (all measured at the
options’ cancellation date).  Subject to Article 4.1,
this benefit will be payable in a one-time lump sum payment made as soon as
reasonably practicable following the cancellation of the option due to (a) or
(b) above, but in no event later than 90 days thereafter.


 


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ARTICLE
FOUR


METHOD OF PAYMENT


 


4.1.          Payment.


 


4.1.1.       To the
extent that a Participant’s severance benefit under the Plan qualifies for the
involuntary separation pay exemption to Section 409A or other exemption to
Section 409A, such benefit (or the portion thereof that qualifies for such
exemption) may be payable in biweekly or other installments over a number of
weeks not exceeding the number of weekly severance benefit payments determined
pursuant to Section 3.1 above (including any resolution referred to
therein) at the sole discretion of the Employing Company; provided, however,
the Employee shall have no say in the form of benefit chosen by the Employing
Company.


 


4.1.2.       To the extent that a Participant’s severance
benefit under the Plan does not qualify for the involuntary separation pay
exemption or other exemption to Section 409A, such benefit (or the portion
thereof that does not qualify for such
exemption) shall be paid to the Participant as follows:  (a) the first payment shall be made on
the first day of the seventh month following the Employee’s Termination of
Employment, the amount of which shall equal the sum of the installment payments
that would have been paid to the Employee during the six-month period
immediately following the Employee’s Termination of Employment had the payment
commenced as of such date; and (b) the remainder of the severance benefit
shall be paid in substantially equivalent installments.


 


4.1.3.       Notwithstanding
anything in the Plan to the contrary, if the Employee undergoes a Termination
of Employment within two (2) years following a Change in Control and if
the Employee receives lump-sum severance, to the extent permitted under Section 409A,
the Employee shall continue to be eligible to receive benefits under the
Company’s medical and dental plans for a number of weeks equal to the number of
weekly severance benefit payments determined pursuant to Section 3.1 above
(including any resolution referred to therein), such benefits to be
substantially identical to the benefits provided to other employees who remain
in active employment status on substantially the same terms and conditions as
apply to such active employees (including without limitation, any requirement
that the Employee pay premiums or other similar costs).  In the event that the continuation of any
such benefits would result in the imposition of a tax under Section 409A,
instead of continuing to provide such benefits, the Company will make a
lump-sum payment to the Employee in an amount equal to the present value of
such benefits, as determined by the Committee in its sole discretion, on the
first day of the seventh month following the Employee’s Termination of
Employment, or as soon thereafter as administratively practicable, but in no
event later than 90 days thereafter.


 


4.2.          Inactive
Employment Status.  During the Separation Period (where severance
benefits are paid in biweekly or other installments) the Employee receiving
such payments will 


 


13

















 


remain in an inactive employment status until receipt of such
payments is completed, at which time such inactive status will be
terminated.  During the Separation
Period, certain other employee benefits may be continued to the extent permitted under Section 409A, payment for
which shall be deducted from such severance payments in accordance with the
Employee’s previously elected benefit coverage. 
If an Employee has already signed an Agreement as required by Section 3.5
and is receiving severance payments under the Plan on the date of Change in
Control, the following would apply (subject to applicable governing documents):


 


(a)           immediate
vesting of outstanding unvested stock option shares and restricted stock awards
under the Company’s incentive compensation plans; and


 


(b)           cash payment equivalent to the amount of excise tax paid as a
result of the Employee being deemed a “disqualified” individual under current
U.S. tax laws (paid no earlier than first day of the seventh month following
the Employee’s Termination of Employment and no later than the end of the
Employee’s taxable year next following the taxable year in which the related
taxes are remitted to the taxing authority.


 


During the Separation
Period, the Company reserves the right to continue other programs such as the
Ameriprise Financial 2005 Incentive Compensation Plan and the Perquisite
Program in accordance with its policies, which may be changed or terminated
from time to time.  Nothing in this
section shall create a contract to provide such benefits.


 


4.3.          Death.  In the event an
Employee dies before full receipt of severance benefits payable under the Plan,
the remaining severance benefits will be paid to the legal representative of
such Employee’s estate in a lump sum within 90 days of the date of the Employee’s
death, or such later date permissible under Section 409A.


 


14

















 


ARTICLE
FIVE


ADMINISTRATION OF THE PLAN


 


5.1.          Powers
of the Employing Company.  The Employing Company shall have such powers,
authorities and discretion as are necessary or appropriate in order to carry
out its duties under the Plan, including, but not limited to, the power:


 


5.1.1.       To obtain
such information as it shall deem necessary or appropriate in order to carry
out its duties under the Plan;


 


5.1.2.       To make
determinations with respect to the grounds for Termination of Employment of any
Employee; and


 


5.1.3.       To
establish and maintain necessary records.


 


5.2.          Employing
Company Authority.  Nothing contained in the Plan shall be deemed
to qualify, limit or alter in any manner the Employing Company’s sole and
complete authority and discretion to establish, regulate, determine or modify
at any time, the terms and conditions of employment, including, but not limited
to, levels of employment, hours of work, the extent of hiring and employment
termination, when and where work shall be done, marketing of its products, or
any other matter related to the conduct of its business or the manner in which its
business is to be maintained or carried on, in the same manner and to the same
extent as if the Plan were not in existence.


 


5.3.          Committee
Duties and Powers.  The Committee shall be responsible for the
general administration and interpretation of the Plan and the proper execution
of its provisions and shall have full discretion to carry out its duties.  The Committee shall be the “Administrator” of
the Plan and shall be, in its capacity as Administrator, a “Named Fiduciary,”
as such terms are defined or used in ERISA. 
For the purposes of carrying out its duties as Administrator, the
Committee may, in its sole discretion, allocate its responsibilities under the
Plan among its members, and may, in its sole discretion, designate persons
other than members of the Committee to carry out such of its responsibilities
under the Plan as it may deem fit.  In
addition to the powers of the Committee specified elsewhere in the Plan, the
Committee shall have all discretionary powers necessary to discharge its duties
under the Plan, including, but not limited to, the following discretionary
powers and duties:


 


5.3.1.       To
interpret or construe the Plan, and resolve ambiguities, inconsistencies and
omissions;


 


5.3.2.       To make and
enforce such rules and regulations and prescribe the use of such forms as
it deems necessary or appropriate for the efficient administration of the Plan;
and


 


5.3.3.       To decide
all questions on appeal concerning the Plan and the eligibility of any person
to receive benefits under the Plan.


 


15

















 


5.4.          Determinations.  The determination of
the Committee as to any question involving the general administration and
interpretation or construction of the Plan shall be within its sole discretion
and shall be final, conclusive and binding on all persons, except as otherwise
provided herein or by law.


 


5.5.          Claims
Review Procedure.  Consistent with the requirements of ERISA and
the regulations thereunder as promulgated by the Secretary of Labor from time
to time, the following claims review procedure shall be followed with respect
to the denial of severance benefits to any Employee:


 


5.5.1.       Within
thirty (30) days from the date of an Employee’s Termination of Employment, the
Employing Company shall furnish such Employee either an agreement offering
severance benefits under the Plan or notice of such Employee’s ineligibility
for or denial of severance benefits, either in whole or in part.  Such notice from the Employing Company will
be in writing and sent to the Employee or the legal representatives of his
estate stating the reasons for such ineligibility or denial and, if applicable,
a description of additional information that might cause a reconsideration by
the Committee or its delegate of the decision and an explanation of the Plan’s
claims review procedure.  In the event
such notice is not furnished within thirty (30) days, any claim for severance
benefits shall be deemed denied and the Employee shall be permitted to proceed
to Section 5.5.2 below.


 


5.5.2.       Within sixty
(60) days after receiving notice of such denial or ineligibility or within
ninety (90) days after the date of an Employee’s Termination of Employment if
no notice is received, the Employee, the legal representatives of his estate or
a duly authorized representative may then submit to the Committee a written
request for a review of such decision of denial.


 


5.5.3.       The
Committee will review the claim and within sixty (60) days (or one hundred
twenty (120) days in special circumstances) provide a written response to the
appeal setting forth specific reasons for such decision.  In the event the decision on review is not
furnished within such time period, the claim shall be deemed denied.


 


16

















 


ARTICLE
SIX


ADOPTING COMPANIES AND PLAN MERGERS


 


6.1.          Adopting
Companies.  Any corporation which succeeds to the
business and assets of the Company or any part of its operations, may by
appropriate resolution adopt the Plan and shall thereupon succeed to such
rights and assume such obligations hereunder as the Company and said
corporation shall have agreed upon in writing. 
Any corporation which succeeds to the business of any Employing Company
other than the Company, or any part of the operations of such Employing
Company, may by appropriate resolution adopt the Plan and shall thereupon
succeed to such rights and assume such obligations hereunder as such Employing
Company and said corporation shall have agreed upon in writing; provided,
however, that such adoption and the terms thereof agreed upon in such writing
have been approved by the Company.


 


17














 


ARTICLE
SEVEN


AMENDMENT AND TERMINATION


 


7.1.          Right
to Amend or Terminate.  The Company reserves the right, by action of
the Board of Directors or the Committee, to amend or terminate this Plan in
whole or in part at any time and from time to time, and any amendment or
effective date of termination may be given retroactive effect; provided,
however, that the Plan may not be amended or terminated if such amendment or
termination would cause the Plan to fail to comply with, or cause an Employee
to be subject to tax under, the provisions of Section 409A.  The foregoing sentence to the contrary
notwithstanding, for a period of two (2) years and one (1) day after
the date of an occurrence of a Change in Control, neither the Board of
Directors nor the Committee may terminate this Plan or amend this Plan in a
manner that is detrimental to the rights of any Employee receiving severance
benefits under the Plan without his or her written consent.


 


7.2.          Termination
by an Employing Company.  Any Employing Company other than the Company
may withdraw from participation in the Plan at any time by delivering to the
Committee written notification to that effect signed by such Employing Company’s
chief executive officer or his delegate. 
Withdrawal by any Employing Company pursuant to this section or complete
discontinuance of severance benefits under the Plan by any Employing Company
other than the Company, shall constitute termination of the Plan with respect
to such Employing Company.  The foregoing
sentence to the contrary notwithstanding, neither the Board of Directors nor
the Committee may terminate this Plan or amend this Plan in a manner that (a) would
cause the Plan to fail to comply with, or cause an Employee to be subject to
tax under the provisions of Section 409A; or (b) is detrimental to
the rights of any Employee receiving severance benefits under the Plan without
his written consent (i) with respect to the provisions of the Plan which
become applicable upon a Change in Control, and (ii) with respect to all
provisions of the Plan for a period of two (2) years and one (1) day
after the date of a Change in Control.


 


7.3.          Limitation
on Benefits.  In the event any Employing Company withdraws
from participation or the Company terminates the Plan as provided in this Article Seven,
no Employee shall be entitled to receive benefits hereunder for employment
either before or after such action.


 


18

















 


ARTICLE
EIGHT


FINANCIAL PROVISIONS


 


8.1.          Funding.  All severance
benefits payable under the Plan shall be payable and provided for solely from
the general assets of the Employing Company in accordance with the Plan, at the
time such severance benefits are payable, unless otherwise determined by the
Employing Company.  The Employing Company
shall not be required to establish any special or separate fund or to make any
other segregation of assets to assure the payment of any severance benefits
under the Plan.


 


19

















 


ARTICLE
NINE


LIABILITY AND INDEMNIFICATION


 


9.1.          Standard
of Conduct.  To the extent permitted by ERISA and other
applicable law, no member (which term, as used in this Article Nine, shall
include any employee of any Employing Company designated to carry out any
responsibility of the Committee pursuant to Section 5.3 above) of the
Committee shall be liable for anything done or omitted to be done by him in
connection with the Plan, unless the member failed to act (i) in good
faith and (ii) for a purpose which such member reasonably believed to be
in accordance with the intent of the Plan. 
The Company or Employing Company as applicable hereby indemnifies each
person made, or threatened to be made, a party to an action or proceeding,
whether civil or criminal, or against whom any claim or demand is made, by
reason of the fact that he, his testator or intestate, was or is a member of
the Committee, against judgments, fines, amounts paid in settlement and
reasonable expenses (including attorney’s fees) actually and necessarily
incurred as a result of such action or proceeding, or any appeal therein, or as
a result of such claim or demand, if such member of the Committee acted in good
faith for a purpose which he reasonably believed to be in accordance with the
intent of the Plan and, in criminal actions or proceedings, in addition, had no
reasonable cause to believe that his conduct was unlawful.  Any reimbursements
shall be paid to a member of the Committee in accordance with the Company’s
Policy Regarding Section 409A Compliance.


 


9.2.          Presumption
of Good Faith.  The termination of any such civil or criminal
action or proceeding or the disposition of any such claim or demand, by
judgment, settlement, conviction or upon a plea of nolo contendere, or its
equivalent, shall not in itself create a presumption that any such member of
the Committee did not act (i) in good faith and (ii) for a purpose
which he reasonably believed to be in accordance with the intent of the Plan.


 


9.3.          Successful
Defense. 
A person who has been wholly successful, on the merits or otherwise, in
the defense of a civil or criminal action or proceeding or claim or demand of
the character described in Section 9.1 above shall be entitled to
indemnification as authorized in such Section 9.1.


 


9.4.          Unsuccessful
Defense. 
Except as provided in Section 9.3 above, any indemnification under
Sections 9.1 and 9.2 above, unless ordered by a court of competent
jurisdiction, shall be made by the Company or Employing Company as applicable
only if authorized in the specific case:


 


9.4.1.       By the
Board of Directors acting by a quorum consisting of directors who are not
parties to such action, proceeding, claim or demand, upon a finding that the
member of the Committee has met the standard of conduct set forth in Section 9.1
above; or


 


9.4.2.       If a quorum
under Section 9.4.1 above is not obtainable with due diligence:


 


20

















 


9.4.3.       By the
Board of Directors upon the opinion in writing of independent legal counsel
(who may be counsel to any Employing Company) that indemnification is proper in
the circumstances because the standard of conduct set forth in Section 9.1
above has been met by such member of the Committee; or


 


9.4.4.       By the
shareholders of the Company upon a finding that the member of the Committee has
met the standard of conduct set forth in such Section 9.1 above.


 


9.5.          Advance
Payments. 
Expenses incurred in defending a civil or criminal action or proceeding
or claim or demand may be paid by the Company or Employing Company, as applicable,
in advance of the final disposition of such action or proceeding, claim or
demand, if authorized in the manner specified in Section 9.4 above, except
that, in view of the obligation of repayment set forth in Section 9.6
below, there need be no finding or opinion that the required standard of
conduct has been met.


 


9.6.          Repayment
of Advance Payments.  All expenses incurred in defending a civil or
criminal action or proceeding, claim or demand, which are advanced by the
Company or Employing Company as applicable under Section 9.5 above shall
be repaid upon demand by the Company or Employing Company in case the person
receiving such advance is ultimately found, under the procedures set forth in
this Article Nine, not to be entitled to indemnification or, where
indemnification is granted, to the extent the expenses so advanced by the
Company or Employing Company as applicable exceed the indemnification to which
he is entitled.


 


9.7.          Right
to Indemnification.  Notwithstanding the failure of the Company or
Employing Company as applicable to provide indemnification in the manner set
forth in Section 9.4 or 9.5 above, and despite any contrary resolution of
the Board of Directors or of the shareholders in the specific case, if the
member of the Committee has met the standard of conduct set forth in Section 9.1
above, the person made or threatened to be made a party to the action or
proceeding or against whom the claim or demand has been made, shall have the
legal right to indemnification from the Company or Employing Company as
applicable as a matter of contract by virtue of this Plan, it being the
intention that each such person shall have the right to enforce such right of
indemnification against the Company or Employing Company as applicable in any
court of competent jurisdiction.


 


21

















 


ARTICLE
TEN


MISCELLANEOUS


 


10.1.        No
Right to Continued Employment.  Nothing in the Plan shall be construed as
giving any Employee the right to be retained in the employ of any Employing
Company or any right to any payment whatsoever, except to the extent of the
severance benefits provided for by the Plan. 
Each Employing Company expressly reserves the right to dismiss any
Employee at any time and for any reason without liability for the effect which
such dismissal might have upon him as an Employee receiving severance benefits
under of the Plan.


 


10.2.        Construction.  This Plan shall be
governed by and construed in accordance with the substantive laws but not the
choice of law rules of the state of New York, except to the extent that
such laws have been superseded by federal law.


 


10.3.        Expenses
of the Plan.  The expenses of establishment and
administration of the Plan shall be paid by the Employing Companies.  Any expenses paid by the Company pursuant to
this Section 10.3 and indemnification under Article Nine shall be
subject to reimbursement by the other Employing Companies of their
proportionate shares of such expenses and indemnification, as determined by the
Committee in its sole discretion.


 


10.4.        Section 409A.  It is intended that
the benefits under the Plan (including all amendments thereto) are either
exempt from, or compliant with, the requirements of Section 409A, so as to
prevent the inclusion in gross income of any benefits accrued hereunder 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 Employees.  The Plan shall be administered and
interpreted to the extent possible in a manner consistent with that intent and
the Company’s Policy Regarding Section 409A Compliance.  Notwithstanding the terms of Article Four,
to the extent that a distribution to an Employee is not exempt from Section 409A
and 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 Employee’s Termination of Employment.  The amount of such payment will equal the sum
of the payments that would have been paid to the Employee during the six-month
period immediately following the Employee’s Termination of Employment had the
payment commenced as of such date.  If
the Employee is receiving installment payments, the remaining severance
benefits shall be paid in substantially equivalent installments.


 


10.5.        ERISA
Rights.


 


(a)           Plan Sponsor. 
Ameriprise Financial, Inc. is the Plan Sponsor.  Its address is:


 


Ameriprise
Financial, Inc.


200
Ameriprise Financial Center


Minneapolis,
MN 55474


 


(b)           Employer
Identification Number.  The employer identification number assigned     to Ameriprise Financial, Inc. by the
IRS is: 13-3180631.


 


22

















 


(c)           Plan Administrator.  The Compensation and Benefits Committee of
the Board of   Directors, or its delegate,
is the Plan Administrator.  Its address
is:


 


Ameriprise
Financial, Inc.


360
Ameriprise Financial Center


Minneapolis,
MN 55474


 


(d)           Agent for Service of Legal
Process.  Process can be served on the
Company or the Plan Administrator by directing service to:


 


Plan
Administrator


c/o
General Counsel


Ameriprise
Financial, Inc.


52
Ameriprise Financial Center


Minneapolis,
MN 55474


 


ERISA
Rights.  Employees in the Ameriprise
Financial Senior Executive Severance Pay Plan (the “Plan”), are entitled to
certain rights and protections under the Employee Retirement Income Security
Act of 1974 (ERISA).  ERISA provides that
participants are entitled to:


 


Receive
Information About the Plan and Benefits.


 


Examine,
without charge, at the Plan Administrator’s office and at other specified
locations, all documents governing the Plan, including a copy of the latest
annual report (Form 5500 Series) filed by the Plan with the U.S.
Department of Labor, and available at the Public Disclosure Room of the
Employee Benefits Security Administration.


 


Obtain,
upon written request to the Plan Administrator, copies of documents governing
the administration of the Plan, including copies of the latest annual report (Form 5500
Series) and updated summary plan descriptions. 
The Plan Administrator may make a reasonable charge for the copies.


 


Receive
a summary of the Plan’s annual financial report.  The Plan Administrator is required by law to
furnish each participant with a copy of this summary annual report.


 


Prudent
Actions by Plan Fiduciaries


 


In
addition to creating rights for Plan participants, ERISA imposes duties upon
the people who are responsible for the operation of the employee benefit
Plan.  The people who operate the Plan,
called “fiduciaries” of the Plan, have a duty to do so prudently and in the
interest of Plan participants and beneficiaries.  No one, including Ameriprise Financial, Inc.
or any other person, may terminate a participant’s employment or otherwise
discriminate against a participant in any way in order to prevent a participant
from obtaining a benefit to which a participant is entitled or from exercising
their rights under ERISA.


 


23

















 


Enforce
Participant’s Rights.


 


If
a participant’s claim for a benefit is denied or ignored, in whole or in part,
a participant has a right to know why this was done, to obtain copies of
documents relating to the decision without charge, and to appeal any denial,
all within certain time schedules.


 


Under
ERISA, there are steps a participant can take to enforce the above rights.  For instance, if a participant requests a
copy of a Plan document from the Plan Administrator or the latest annual report
from the Plan and does not receive them within 30 days, the participant may
file suit in a federal court.  In such a
case, the court may require the Plan Administrator to provide the materials and
pay you up to $110 a day until the participant receives them, unless the
materials were not sent because of reasons beyond the control of the Plan
Administrator.  If a participant has a
claim for benefits that is denied or ignored, in whole or in part, the
participant may file suit in a state or federal court provided that the
participant has exhausted their administrative rights under the Plan.  If it should happen that Plan fiduciaries
misuse the Plans’ money, or if a participant is discriminated against for
asserting their rights, the participant may seek assistance from the U.S.
Department of Labor, or may file suit in a federal court.  The court will decide who should pay court
costs and legal fees.  If the participant
is successful, the court may order the person being sued to pay the court costs
and legal fees.  If the participant loses,
the court may order the participant to pay these costs and fees, for example,
if it finds the participant’s claim is frivolous.


 


Assistance
with Questions.


 


If
a participant has any questions about the Plan, they should contact the Plan
Administrator.  If a participant has any
questions about their rights under ERISA, or needs assistance in obtaining
documents from the Plan Administrator, they should contact the nearest office
of the Employee Benefits Security Administration of the U.S. Department of
Labor, listed in the telephone directory, or the Division of Technical Assistance
and Inquiries, Employee Benefits Security Administration, U.S. Department of
Labor, 200 Constitution Avenue NW, Washington, D.C. 20210.  A participant may also obtain publications
about their rights and responsibilities under ERISA by calling the publications
hotline of the Employee Benefits Security Administration.


 


24

















 


AMERIPRISE FINANCIAL


 


SENIOR EXECUTIVE
SEVERANCE PLAN


 


SCHEDULE A


 


November 14,
2005


 


Employing
Companies


·              American Centurion
Life Assurance Company


·              Ameriprise
Enterprise Investment Services, Inc.


·              Ameriprise Financial
Services Inc.


·              RiverSource
Investments, LLC


·              RiverSource Client
Service Corporation


·              IDS Life Insurance
Company


·              IDS Life Insurance
Company of New York


·              IDS Property
Casualty Insurance Company


·              Ameriprise Trust
Company


 


25