Exhibit 10.3


 


AMERIPRISE
FINANCIAL


 


DEFERRED
COMPENSATION PLAN


 


 


As
Amended and Restated Effective January 1, 2009


 

















 


AMERIPRISE
FINANCIAL


DEFERRED
COMPENSATION PLAN


 


As Amended and Restated Effective January 1, 2009


 


Purpose


 


The purpose of the
Plan is to provide specified benefits to a select group of management or highly
compensated 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 6
of the Plan and the provisions of the applicable Annual Enrollment 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 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 6 and the
provisions of the applicable Annual Enrollment Materials.


 


1.04.      “Annual Discretionary
Allocation” shall mean the aggregate amount credited by a Participant’s
Employer to a Participant in respect of a particular Plan Year under Article 5.


 


1.05.      “Annual Discretionary
Allocation Account” shall mean a Participant’s Annual Discretionary Allocation
for a Plan Year, as adjusted to reflect all applicable Investment Adjustments
and all prior withdrawals and distributions in accordance with Article 6
and the provisions of the applicable Annual Enrollment Materials.


 


1.06.      “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.


 


1.07.      “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.


 


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1.08.      “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, Annual Match or Annual Discretionary Allocation for such
Plan Year.


 


1.09.      “Annual Match” shall
mean the aggregate amount credited by a Participant’s Employer to a Participant
in respect of a particular Plan Year under Article 4.


 


1.10.      “Annual Match Account”
shall mean a Participant’s Annual Match for a Plan Year, as adjusted to reflect
all applicable Investment Adjustments and all prior withdrawals and
distributions in accordance with Article 6 and the provisions of the
applicable Annual Enrollment Materials.


 


1.11.      “Annual Participant
Deferral” shall mean the aggregate amount deferred by a Participant in
respect of a particular Plan Year under Article 3.


 


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


 


1.13.      “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.


 


1.14.      “Claimant” shall have
the meaning set forth in Article 12.01.


 


1.15.      “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.


 


1.16.      “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 11.02.


 


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


 


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


 


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


 


1.20.      “Designation Date”
shall mean the date or dates as of which a designation of investment directions
by a Participant pursuant to Article 6, or any change in a prior
designation of investment directions by a Participant pursuant to Article 6,
shall become effective.  The Designation
Date in any Plan Year shall be determined by the Committee; provided, however, 


 


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that each trading day of the New York Stock Exchange
shall be available as a Designation Date unless the Committee selects different
Designation Dates.


 


1.21.      “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 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 the Participant’s Employer.  In making its determination, the Committee
shall be guided by the prevailing authorities applicable under Section 409A.


 


1.22.      “Distribution Election”
shall mean an election made in accordance with Article 7.01.


 


1.23.      “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.


 


1.24.      “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
Employee had there been no such plan.


 


1.25.      “Eligible Compensation”
shall mean, for any Plan Year, the base salary, 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.


 


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


 


1.27.      “Employer” shall
mean, as applicable, the Company or any of its 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.


 


1.28.      “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.


 


1.29.      “Investment Adjustment”
shall mean an adjustment made to the balance of any Plan Account in accordance
with Article 6.02 to
reflect the performance of an Investment Option pursuant to which the value of
the Plan Account or portion thereof is measured.


 


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1.30.      “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.


 


1.31.      “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.


 


1.32.      “Newly Eligible Employee”
shall mean an Employee who becomes eligible to participate in the Plan during a
Plan Year and who has not previously participated in the Plan or an elective or
non-elective account-balance deferred compensation arrangement (as defined for
purposes of Section 409A) of the Company, an Employer or any entity other
than the Company with whom the Company would be considered a single employer
under Sections 414(b) or 414(c) of the Code, as determined by the
Committee and to the extent permissible under Section 409A.


 


1.33.      “Participant” shall
mean any eligible 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 Annual Discretionary Allocation under Article 5, (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.


 


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


 


1.35.      “Plan Accounts” shall
mean the Annual Deferral Accounts, Annual Match Accounts and Annual
Discretionary Allocation Accounts established under the Plan.


 


1.36.      “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.


 


1.37.      “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.


 


1.38.      “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.


 


1.39.      “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.


 


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


 


1.41.      “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.


 


1.42.      “Trust” shall mean a
trust established in accordance with Article 13.


 


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


 


1.44.      “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.


 


1.45.      “Years of Service”
shall mean the total number of actual or deemed full Plan Years during which a
Participant has been continuously employed by one or more Employers.  For purposes of determining a Participant’s
Years of Service, 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.  Any partial Plan Year during which a
Participant has been employed by an Employer shall not be counted.


 


Article 2

Transition Rule


 


2.01.      Opening Plan Account
Balances and Participation.  Unless
otherwise expressly set forth herein, the Plan Account balance as of the
closing date of the Stock Purchase Agreement, dated as of August 12, 2008,
by and between Block Financial LLC, Ameriprise Financial, Inc. and H&R
Block, Inc. (the “Stock Purchase Agreement”), of any individual who had
accumulated benefits under the H&R Block Financial Advisors, Inc.
Deferred Compensation Plan (the “HRBFA Plan”), the responsibility for which was
transferred to the Company pursuant to the Stock Purchase Agreement, shall be
the account balance such Participant had in the HRBFA Plan on October 31,
2008 (the “Closing Date”).


 


2.02.      Plan Elections and
Designations.  Notwithstanding
anything herein to the contrary and in accordance with the requirements of the
Stock Purchase Agreement, all beneficiary designations, deferral election
forms, distribution election forms, and qualified domestic relations orders
creating rights for alternate payees in effect under the HRBFA Plan as of the
Closing Date shall be deemed to be effective with respect to the Plan.


 


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Article 3

Annual Participant Deferrals


 


3.01.      Selection by Committee.  Participation in the Plan with respect to
Annual Participant Deferrals shall be limited to a select group of management
or highly compensated Employees of the Employers 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 Employees who shall be eligible to
make an Annual Participant Deferral in respect of that Plan Year.  The Committee’s selection of an Employee to
make an Annual Participant Deferral in respect of a particular Plan Year will
not entitle that Employee to make an Annual Participant Deferral for any subsequent
Plan Year, unless the Employee is again selected by the Committee to make an
Annual Participant Deferral for such subsequent Plan Year.


 


3.02.      Enrollment Requirements
for Annual Participant Deferrals.  As
a condition to being eligible to make an Annual Participant Deferral for any
Plan Year, each selected Employee shall complete, execute and return to the
Committee each of the required Annual Enrollment Forms no later than the last
day 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.  The
Committee may in its discretion permit a Newly Eligible Employee to complete,
execute and return to the Committee each of the required Annual Enrollment
Forms no later than 30 days following the date on which such Employee first
becomes eligible to participate in the Plan or such earlier date as the
Committee may establish from time to time. 
An Employee’s Annual Election Form shall be irrevocable once filed
with the Committee, and may only be suspended pursuant to Article 3.07.


 


3.03.      Participant Deferrals.


 


(a)         Deferral
Election.  The Committee shall
have sole discretion to determine in respect of each Plan Year:  (i) whether a Participant 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 Deferral.  The
Participant’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 a Participant 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 Participant.  A separate Annual
Deferral Account shall be established and maintained for each Annual
Participant Deferral.


 


(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 a Participant may elect to defer under the Plan with respect
to that Plan Year.


 


(c)         Deferral Designations.  A
Participant may designate the amount of the Annual Participant Deferral to be
deducted from his or her Eligible Compensation as specified 


 


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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 a Participant 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 Participant, the entire
amount of such item of Eligible Compensation shall be withheld.


 


(d)         Deferral
Deductions.  Annual
Participant Deferral shall be deducted from the items of Eligible Compensation
as follows:  (i) for periodic
payments (e.g., salary), in substantially equivalent amounts from each periodic
payment during the Plan Year; and (ii) for one-time payments (e.g.,
bonuses), at the time the compensation would otherwise have been paid to the
Participant.


 


3.04.      Commencement of
Participation.  Provided an 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 Employee’s designated deferrals shall
commence as of the first day of the particular Plan Year.  In the case of a Newly Eligible Employee,
designated deferrals shall commence as of the date such Employee’s Annual
Enrollment Forms are received by the Committee, which shall be no later than 30
days following the date on which such Employee first became eligible to
participate in the Plan, and such Annual Election Form shall apply only
with respect to compensation earned for services performed subsequent to the
time such Annual Election Form is received by the Committee.  If an Employee fails to meet all such
requirements within the specified time period with respect to any Plan Year,
the Employee shall not be eligible to make any deferrals for that Plan Year.


 


3.05.      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 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, the Participant shall
not be eligible to make any deferrals with respect to such subsequent Plan
Year.


 


3.06.      Vesting.  A Participant shall be vested in all amounts
credited to his or her Annual Deferral Account as of the date such amounts are
credited to such Participant’s Annual Deferral Account.


 


3.07.      Suspension of Deferrals.


 


(a)         Unforeseeable Emergencies. 
If a Participant experiences an Unforeseeable Emergency, the Participant
may petition the Committee to suspend any deferrals required to be made by 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 


 


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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.


 


(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 Participant is selected to make deferrals for such subsequent
Plan Years and the Participant complies with the election requirements under
the Plan.


 


Article 4

Annual Match


 


4.01.      Selection by Committee.  Participation in the Plan with respect to an
Annual Match shall be limited to a select group of management or highly
compensated Employees of the Employers 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 Employees who shall be eligible to
receive an Annual Match in respect of that Plan Year.  The Committee’s selection of an Employee to
receive an Annual Match in respect of a particular Plan Year will not entitle
that Employee to receive an Annual Match for any subsequent Plan Year, unless
the Employee is again selected by the Committee to receive an Annual Match for
such subsequent Plan Year.


 


4.02.      Annual Match.  A Participant may be credited with a
discretionary matching allocation in respect of any Plan Year, pursuant to and
as described in the Annual Enrollment Materials for such Plan Year.  Such discretionary matching allocation
credited to a Participant in respect of a Plan Year shall be referred to as the
Annual Match for that Plan Year and shall be credited to an Annual Match
Account in the name of the Participant. 
A separate Annual Match Account shall be established and maintained for
each Annual Match.  The Committee shall
have sole discretion to determine in respect of each Plan Year and each
Participant:  (a) whether any Annual
Match shall be made; (b) the Participant(s) who shall be entitled to
such Annual Match; (c) the amount of such Annual Match; (d) the date(s) on
which any portion of such Annual Match shall be credited to each Participant’s
Annual Match Account; (e) the vesting terms applicable to such Annual
Match; (f) the Investment Option(s) that shall apply to such Annual
Match; and (g) any other terms and conditions applicable to such Annual
Match.


 


4.03.      Vesting.  A Participant shall be vested in his or her
Annual Match Account in respect of each given Plan Year as set forth in the
Annual Enrollment Materials for such Plan Year. 
The vesting terms of Annual Match Accounts set forth in the Annual
Enrollment Materials shall be established by the Committee in its sole
discretion and may vary for each 


 


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Participant and each Plan Year.  Notwithstanding anything to the contrary
contained in the Plan or any of the Annual Enrollment Materials, the Committee
shall have the authority, exercisable in its sole discretion, to accelerate the
vesting of any amounts credited to any Plan Account of any Participant.


 


Article 5

Annual Discretionary Allocation


 


5.01.      Selection By Committee.  Participation in the Plan with respect to an
Annual Discretionary Allocation shall be limited to a select group of
management or highly compensated Employees of the Employers 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 Employees who shall be
eligible to receive an Annual Discretionary Allocation in respect of that Plan
Year.  The Committee’s selection of an
Employee to receive an Annual Discretionary Allocation in respect of a
particular Plan Year will not entitle that Employee to receive an Annual
Discretionary Allocation for any subsequent Plan Year, unless the Employee is
again selected by the Committee to receive an Annual Discretionary Allocation
for such subsequent Plan Year.


 


5.02.      Annual Discretionary
Allocation.  A Participant may be
credited with one or more other discretionary allocations in respect of any
Plan Year, expressed as either a flat dollar amount or as a percentage of one
or more items of the Participant’s Eligible Compensation for the Plan Year, or
any combination of the foregoing.  Such
discretionary allocations credited to a Participant in respect of a Plan Year
shall be referred to collectively as the Annual Discretionary Allocation for
that Plan Year and shall be credited to an Annual Discretionary Allocation
Account in the name of the Participant. 
A separate Annual Discretionary Allocation Account shall be established
and maintained for each Annual Discretionary Allocation.  The Committee shall have sole discretion to
determine in respect of each Plan Year and each Participant:  (a) whether
any Annual Discretionary Allocation shall be made; (b) the Participant(s) who
shall be entitled to such Annual Discretionary Allocation; (c) the amount
of such Annual Discretionary Allocation; (d) the date(s) on which any
portion of such Annual Discretionary Allocation shall be credited to each
Participant’s Annual Discretionary Allocation Account; (e) the Investment
Option(s) that shall apply to such Annual Discretionary Allocation; and (f) any
other terms and conditions applicable to such Annual Discretionary Allocation.


 


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


 


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Article 6

Investment Options, Investment Adjustments and Taxes


 


6.01.      Investment Options.


 


(a)         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)         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 Enrollment
Materials, each Participant may communicate to the Investment Agent a direction
(in accordance with this Article 6) 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 his or her Annual Match Account and Annual
Discretionary Allocation Account is subject to, and may be limited by, the
Committee’s discretion under Article 4.02 and Article 5.02 to
designate the Investment Options that shall apply to all or a portion of such
Annual Match Account or Annual 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)         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
as of the Designation Date next following the date the direction is received
and accepted by the Investment Agent 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)         All amounts credited to a
Participant’s Plan Accounts shall be invested in accordance with the then
effective investment direction, unless the Committee directs 


 


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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)         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 his or her Annual Match Account and
Annual Discretionary Allocation Account are subject to, and may be limited by,
the Committee’s discretion under Article 4.02 and Article 5.02 to
designate the Investment Options that shall apply to all or a portion of such
Annual Match Account or Annual 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)          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)         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)         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 6.01(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)          None of the Company, its
directors and employees (including, without limitation, each member of the
Committee), and the Trustee, and their designated agents and representatives,
shall have any liability whatsoever for the investment of a Participant’s Plan


 


11














 


Accounts, or for the investment performance of a
Participant’s Plan Accounts.  Each
Participant hereunder, 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), and 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 hereunder, 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 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)          The Participant’s Annual
Match Accounts and Annual Discretionary Allocation Accounts for each Plan Year
shall be treated for purposes of this Article 6 as separate from the
Annual Deferral Accounts for that Plan Year. 
Unless otherwise provided in the applicable Annual Enrollment Materials,
a Participant may only provide investment directions with respect to all of his
or her Annual Deferral Accounts.


 


6.02.      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.


 


6.03.      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 Annual
Match or Annual Discretionary Allocation credited on behalf of a Participant
vests, the Participant’s Employer(s) shall withhold from the Participant’s
other compensation payable by the Employer(s) to the Participant, in a
manner determined by the Employer(s), 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 


 


12

















 


by the Committee in its sole discretion, for the
Participant’s Employer to comply with applicable withholding requirements.


 


(b)         Distributions.  The Participant’s Employer(s), 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(s), or the Trustee, in connection with such payments,
in amounts and in a manner to be determined in the sole discretion of the
Employer(s) and the Trustee.


 


Article 7

Distribution of Plan Accounts


 


7.01.      Distribution Elections.


 


(a)         Initial
Elections.  The Participant
shall make a Distribution Election by filing a Distribution Election Form at
the time he or she makes an Annual Participant Deferral with respect to a given
Plan Year to have the Participant’s respective Plan Accounts for that Plan Year
distributed in either a lump sum, or two to ten substantially equivalent annual
installments, in each case commencing, in accordance with administrative
guidelines determined by the Committee, on June 30th of (i) a
specified year following the year that the compensation deferred would
otherwise have been paid; or (ii) the year following the year of the
Participant’s Termination of Employment. 
The amount of each installment payment shall be equal to the value of
the Participant’s respective Plan Accounts 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 Plan 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.


 


7.02.      Valuation of Plan
Accounts Pending Distribution.  To
the extent that the distribution of any portion of any Plan Account is
deferred, any amounts remaining to the credit of the Plan Account shall
continue to be adjusted by the applicable Investment Adjustments in accordance
with Article 6.


 


7.03.      Form of Payment.  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 a Plan 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 will be deemed to have been distributed under the Ameriprise Financial 


 


13

















 


2005 Incentive Compensation Plan, as amended from
time to time, or any successor thereto, and will count against the limit on the
number of shares of Company Stock available for distribution thereunder.


 


7.04.      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 estate under the Plan.


 


Article 8

Leave of Absence


 


8.01.      Paid Leave of Absence.  If a Participant is authorized by the
Participant’s Employer for any reason to take a paid 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 compensation pursuant to the Participant’s then
current Annual Election Form.


 


8.02.      Unpaid Leave of Absence.  If a Participant is authorized by the Participant’s
Employer for any reason to take an unpaid leave of absence from the employment
of the Employer, the Participant shall continue to be considered employed by
the Employer and, to the extent permissible under Section 409A, the
Participant shall be excused from making deferrals until the earlier of the
date the leave of absence expires or the Participant returns to a paid
employment status.  Upon such expiration
or return, deferrals shall resume for the remaining portion of the Plan Year in
which the expiration or return occurs, based on the deferral election, if any,
made for that Plan Year.  If no election
was made for that Plan Year, no deferral shall be withheld.


 


Article 9


Effects of Certain Events


 


9.01.      Death.  In the case of a Participant’s death, all
amounts credited to the Plan Accounts of the affected 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 estate shall receive the balance of the
Participant’s Plan Accounts, which shall be payable to the executor or personal
representative of the Participant’s estate in a lump sum within 90 days of the
date of the Participant’s death, or such later date permissible under Section 409A.


 


9.02.      Disability.  In the case of a Participant’s Disability,
all amounts credited to the Participant’s Plan 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.


 


9.03.      Retirement.  In the case of a Participant becoming
Retirement Eligible, all amounts credited to the Plan Accounts of such
Participant shall become immediately 100 percent vested.  In the event of a Participant’s Retirement,
the balance of the Participant’s 


 


14

















 


Plan Accounts will be paid out in either a lump sum,
or two to ten substantially equivalent annual installments, as specified by the
Participant in his or her Distribution Election, in each case commencing, in
accordance with administrative guidelines determined by the Committee, on June 30th
of the year following the year of the Participant’s Retirement.


 


9.04.      Other Termination of
Employment.  As of the date of a
Participant’s Termination of Employment for any reason other than Retirement,
Disability or death, the amounts credited to each of the Participant’s Plan
Accounts shall be reduced by the amount which has not become vested in
accordance with the vesting provisions set forth herein and in the Annual
Enrollment Materials applicable to such Plan Account, and such unvested amounts
shall be forfeited by the Participant. 
Notwithstanding anything to the contrary in a Participant’s Distribution
Election or otherwise, in the event of a Participant’s Termination of
Employment for any reason other than Retirement, Disability or death, the
portion of the Participant’s Aggregate Vested Balance will be paid out in
either a lump sum, or two to five substantially equivalent annual installments,
as specified by the Participant in his or her Distribution Election, in each
case commencing, in accordance with administrative guidelines determined by the
Committee, on June 30th of the year following the year of the Participant’s
Termination of Employment. 
Notwithstanding anything to the contrary in a Participant’s Distribution
Election or otherwise, in the event that the Participant specified in his or
her Distribution Election for a Plan Account to be paid out in more than five
installments, such Participant’s Distribution Election for such Plan Account
shall be deemed to specify five annual installments for purposes of this Article 9.04.


 


9.05.      Change in Control.  Upon the occurrence of a Change in Control of
the Company, all amounts credited to any and all Plan Accounts of each
Participant as of the effective date of such Change in Control shall become
immediately 100 percent vested. 
Notwithstanding anything to the contrary set forth in a Participant’s
Annual Distribution Election Form or the Plan, 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.


 


9.06.      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 amounts credited to one or more of the Participant’s
Plan Accounts.  The Committee shall
determine, in its sole discretion, whether the requested payout shall be made,
the amount of the payout and the Plan Accounts from which the payout will be
made; provided, however, that the payout shall not exceed the lesser of the
Participant’s Aggregate Vested Balance 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 9.06,
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.


 


15

















 


9.07.      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, a Participant may petition the Committee before a Change in
Control, or the Trustee after a Change in Control, for a distribution of the
state, local or foreign taxes owed on that portion of his or her benefit that
has become taxable.  Upon the grant of
such a petition, which grant shall not be unreasonably withheld, a Participant’s
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). 
If the petition is granted, 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.


 


9.08.      Plan Termination.  In the event of a termination of the Plan
pursuant to Article 10.02 as it relates to any Participant, then subject
to Article 7.02,
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 or, in the case of the Participant’s death, to the executor or
personal representative of the Participant’s estate.  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 neither the Company nor any 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.


 


Article 10

Amendment and Termination


 


10.01.    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 10.02,
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.


 


10.02.    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 


 


16

















 


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
described in this Article 10.02, 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 11

Administration


 


11.01.    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.


 


11.02.    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 any Employer.


 


11.03.    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.


 


11.04.    Indemnity of Committee.  All 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.


 


11.05.    Employer Information.  To enable the Committee to perform its
functions, each Employer 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.


 


Article 12

Claims Procedures


 


12.01.    Presentation of Claim.  Any Participant or the estate of a deceased
Participant (such Participant or estate being referred to below as a “Claimant”)
may deliver to the 


 


17

















 


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.


 


12.02.    Notification of Decision.  The Committee shall consider a Claimant’s
claim within a reasonable time, and shall notify the Claimant in writing:  (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
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 12.03.


 


12.03.    Review of a Denied Claim.  Within 60 days 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.


 


12.04.    Decision on Review.  The Committee shall render its decision on
review promptly, and not later than 60 days 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 after such date.  Such decision must be written in a manner
calculated to be understood by the Claimant, and it must 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.


 


12.05.    Arbitration.  A Claimant’s compliance with the foregoing
provisions of this Article 12 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 


 


18

















 


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 12.05.  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 Article 12
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 13

Trust


 


13.01.    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.


 


13.02.    Interrelationship of the
Plan and the Trust.  The provisions
of the Plan and the relevant Annual Enrollment 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.


 


13.03.    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.


 


19

















 


Article 14

Miscellaneous


 


14.01.    Status of Plan.  The Plan is intended to be (a) a plan
that is not qualified within the meaning of Section 401(a) of the
Code and (b) a plan that “is unfunded and is 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 Plan shall be administered and
interpreted to the extent possible in a manner consistent with that
intent.  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.


 


14.02.    Section 409A.  It is intended that the Plan (including all
amendments thereto) comply with provisions 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 Participants.  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 7,
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 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 Plan Accounts shall be paid in 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.


 


14.03.    Unsecured General Creditor.  Participants and their beneficiaries, heirs,
successors and assigns shall have no legal or equitable rights, interests or
claims in any property or assets of an 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.


 


14.04.    Other Benefits and
Agreements.  The benefits provided
for a Participant under the Plan are in addition to any other benefits
available to such Participant under any other plan or program for employees of
the Participant’s 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.


 


20

















 


14.05.    Employer’s Liability.  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 the 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.


 


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


 


14.07.    Prior Beneficiary
Designations Void.  Any beneficiary
designations made under the Plan or any predecessor arrangement thereto shall
be null and void, and of no effect as of January 1, 2007.  Following the death of a Participant, any
payments to be made to the Participant shall be made to the executor or
personal representative of the Participant’s estate.


 


14.08.    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 any 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 any Employer as an Employee or to interfere with the
right of any Employer to discipline or discharge the Participant at any time.


 


14.09.    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.


 


14.10.    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.


 


14.11.    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.


 


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14.12.    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.


 


14.13.    Notice.  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.


 


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.


 


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


 


14.15.    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, nor shall such
interest pass under the laws of intestate succession.


 


14.16.    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.


 


14.17.    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 estate,
as the case may be, and shall be a complete discharge of any Company liability
under the Plan for such payment amount.


 


22

















 


14.18.    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.


 


14.19.    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 Company
or the Participant’s Employer, or of any successor corporation might then cause
or attempt to cause the Company or 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 Company or the Participant’s Employer to institute, or may
institute, arbitration or litigation seeking to deny Participants the benefits
intended under the Plan.  In these
circumstances, the purpose of the Plan could be frustrated.  Accordingly, if, following a Change in
Control, it should appear to any Participant that the Company, the Participant’s
Employer or any successor corporation has failed to comply with any of its
obligations under the Plan or any agreement thereunder, or if the Company, such
Employer or any other person takes any action to declare the Plan void or
unenforceable or institutes any arbitration, litigation or other legal action
designed to deny, diminish or to recover from any Participant the benefits
intended to be provided, then the Company and the Participant’s Employer
irrevocably authorize such Participant to retain counsel of his or her choice
at the expense of the Company and the 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 any
amount received pursuant to this Article 14.19.  Any reimbursements shall be paid in
accordance with the Company’s Policy Regarding Section 409A Compliance.


 


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


 


*  *  * 
*  *


 


23

















 


Ameriprise Financial 

Deferred Compensation Plan


 


Schedule A

January 1,
2009


 


Employers


 


·                  Ameriprise Bank, FSB


·                  Ameriprise Enterprise Investment
Services, Inc.


·                  Ameriprise Financial Services Inc.


·                  RiverSource Distributors, Inc.


·                  RiverSource Investments, LLC


·                  RiverSource Service Corporation


·                  RiverSource Life Insurance Company


·                  RiverSource Life Insurance Co. of New
York


·                  IDS Property Casualty Insurance
Company


·                  Ameriprise Trust Company


·                  Ameriprise
Advisor Services, Inc.


·                  J.& W.
Seligman & Co. Incorporated


·                  Seligman
Services, Inc.


·                  Seligman
Advisors, Inc.


 


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