Exhibit 10.13


 


AMERIPRISE FINANCIAL SENIOR EXECUTIVE SEVERANCE PLAN


 


 


As Amended and Restated Effective January 1,
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 further amended and restated as of January 1, 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.


 


1





















 


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 greater of:  (1) the largest of any one of the last
three annual incentive compensation amounts paid to an Employee 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; or (2) the
Employee’s designated target bonus.


 


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.


 





















 


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.


 


3





















 


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.


 


4





















 


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.


 


5





















 


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:


 


6





















 


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.


 


7





















 


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.


 


8





















 


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.


 


9





















 


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.  


 


10





















 


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, 


 


11





















 


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.


 


12










 


 


 










 


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,
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 qualifies for such exemption) shall be paid to the Participant in
a lump sum 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.


 


4.1.3.       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
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 


 


13

















 


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


 


January 1, 2009


 


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

  
	
  ·

  	
  Ameriprise Advisor Services, Inc.

  
	
  ·

  	
  J.& W. Seligman & Co.
  Incorporated

  
	
  ·

  	
  Seligman Services, Inc.

  
	
  ·

  	
  Seligman Advisors, Inc.

  



 


25