Exhibit 10.11


 


AMERIPRISE
FINANCIAL


 


 


DEFERRED SHARE
PLAN


 


 


FOR OUTSIDE DIRECTORS


 


 


As
Amended and Restated Effective January 1, 2009


 

















 


AMERIPRISE
FINANCIAL


DEFERRED
SHARE PLAN

FOR OUTSIDE DIRECTORS


 


As Amended and Restated Effective January 1, 2009


 


Purpose


 


The purpose of the
Plan is to (a) provide for the crediting of Deferred Share Units to
Eligible Directors in respect of services rendered by such individuals as
members of the Board, (b) permit Eligible Directors to elect to receive a
portion of their Eligible Compensation on a deferred basis, and (c) promote
a greater alignment of interests between Eligible Directors and the
stockholders of the Company.  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.        “Account” shall mean,
collectively, a Participant’s Stock Account and a Participant’s Cash Account,
in each case as established under the terms and conditions of the Plan.


 


1.02.        “Affiliate” shall mean 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; provided,
however, that for determining whether a Termination of Service has occurred,
the language “at least 50 percent” shall be used instead of “at least 80
percent” each place it appears in such Code Sections.


 


1.03.      “Aggregate Vested Balance” shall
mean, with respect to the Accounts of any Participant as of a given date, the
sum of the amounts that have become vested under the Participant’s Accounts, as
adjusted to reflect all applicable dividends and all prior withdrawals and
distributions, in accordance with Article 3 and Article 4 and the
provisions of the applicable Annual Enrollment Materials.


 


1.04.        “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 with respect to an Account of the
Participant.


 


1.05.        “Annual DSU Grant” shall mean the
annual grant to an Eligible Director of DSUs, which will be credited to a
Director’s Stock Account on an annual basis in accordance with Article 3.01.


 


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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 Elective Deferral” shall
mean the aggregate amount electively deferred by a Participant in respect of a
particular Plan Year under Article 4.


 


1.08.        “Annual Enrollment Forms” shall
mean, with respect to the portion of any Account that relates to a Participant’s
Annual Elective Deferrals under the Plan, the Annual Election Form and the
Distribution Election Form (or the Amended Distribution Election Form last
signed and submitted by the Participant) with respect to that Account.


 


1.09.        “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 DSU Grant or Annual
Elective Deferral for such Plan Year.


 


1.10.        “Annual Fee” shall mean, with
respect to an Eligible Director, such Eligible Director’s annual cash retainer
fee.


 


1.11.        “Beneficiary” shall mean one
natural person designated in accordance with Article 7, whom is entitled
to receive the distribution of a Participant’s Account under the Plan in the
event of the Participant’s death.


 


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


 


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


 


1.14.        “Cash Account” shall mean a
notional, bookkeeping account established under the Plan for a Participant to
measure the value of any portion of a Participant’s Annual Elective Deferral
for a Plan Year that is not deemed to be invested in DSUs.


 


1.15.        “Cash Account Interest Rate”
shall mean Moody’s Composite Yield on Seasoned Aaa Corporate Bonds.


 


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


 


1.17.        “Claimant” shall have the meaning
set forth in Article 11.01.


 


1.18.        “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.


 


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1.19.        “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 10.02.


 


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


 


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


 


1.22.        “Deferred Share Unit” or “DSU”
shall mean a unit credited to a Participant’s Stock Account in accordance with
the terms and conditions of the Plan. 
Each DSU shall represent the right to receive one share of Company Stock
at the time or times designated in the Plan.


 


1.23.        “Disability” shall mean, with
respect to a Participant, the Participant 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.  In making its determination, the Committee
shall be guided by the prevailing authorities applicable under Section 409A.


 


1.24.        “Distribution Election” shall
mean an election made in accordance with Article 6.01.


 


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


 


1.26.        “Eligible Compensation” shall mean
the Annual Fees, annual chair retainer fees and any other cash compensation
payable to Eligible Directors, designated by the Committee in the applicable
Annual Enrollment Materials as eligible for deferral under the Plan for such
Plan Year.


 


1.27.        “Eligible Director” shall mean a
member of the Board who is not also an employee of the Company or any of its
Affiliates.


 


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.        “Market Value” of a share of
Company Stock shall mean the fair market value thereof, which shall be the
price per common share which is equal to the average closing price for a board
lot of Company Stock on the New York Stock Exchange (the “NYSE”) during the
five trading days immediately preceding the date of determination.  If at any time the Company Stock is no longer
listed or traded on the NYSE, the Market Value shall be calculated in such
manner as may be determined by the Committee in its good faith judgment from
time to time.


 


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1.30.        “Newly Eligible Director” shall
mean a member of the Board 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 or any Affiliate, to
the extent permissible under Section 409A.


 


1.31.        “Participant” shall mean any
Eligible Director who commences participation in the Plan and 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.


 


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


 


1.33.        “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.


 


1.34.        “Pro Rata Annual DSU Grant” shall
have the meaning set forth in Article 3.01(c).


 


1.35.        “Pro Rata Annual Fee” shall mean,
with respect to an Eligible Director, the product obtained by multiplying such
Eligible Director’s Annual Fee by a fraction, the numerator of which is the
number of full months in the applicable Service Period that follow the date on
which such Eligible Director first becomes an Eligible Director under the Plan
and the denominator of which is 12.


 


1.36.        “Quarter” shall mean any of the
four quarters of any financial year of the Company as may be adopted from time
to time and, unless and until the financial year of the Company is changed,
shall mean the quarters ending March 31, June 30, September 30
and December 31.


 


1.37.        “Reference Date” shall mean the
date used to determine the Market Value of a share of Company Stock for
purposes of determining the number of DSUs to be credited to a Participant’s Stock
Account.  Unless otherwise determined by
the Committee and approved by the Board, the Reference Date shall be:  (a) with respect to an Annual DSU Grant,
the date of the Company’s Annual Meeting of Stockholders at which the
stockholders elect directors to the Board; (b) with respect to a Pro Rata
Annual DSU Grant, the fifth trading day following the release by the Company of
its financial statements for the Quarter in which the applicable Eligible
Director first becomes an Eligible Director; (c) with respect to the
portion of a Participant’s Annual Elective Deferral that is notionally invested
in DSUs in respect of any Quarter, the fifth trading day following the release
by the Company of its financial statements for such Quarter; and (d) with
respect to an Eligible Director’s election pursuant to Article 5.01 to
notionally invest a portion of the funds in his or her Cash Account in DSUs,
the fifth trading day following the release by the Company of its financial
statements for the applicable Quarter to which the election relates.


 


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1.38.        “Section 409A” shall mean Section 409A
of the Code, and the Treasury Regulations promulgated and other official
guidance issued thereunder.


 


1.39.        “Service Period” shall mean the
12-month period between the Company’s Annual Meetings of Stockholders at which
the stockholders elect directors to the Board.


 


1.40.        “Settlement Date” shall mean,
unless otherwise determined by the Committee, the date on which shares of
Company Stock shall be delivered in settlement of DSUs in accordance with Article 6.


 


1.41.        “Stock Account” shall mean a
notional, bookkeeping account established under the Plan for a Participant to
measure the value of (a) any portion of a Participant’s Annual Elective
Deferral for a Plan Year that is deemed to be invested in DSUs and (b) all
DSUs credited to the Participant in connection with his or her Annual DSU Grant
or Pro Rata Annual DSU Grant.


 


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


 


1.43.        “Trust” shall mean a trust
established in accordance with Article 12.


 


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


 


1.45.        “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.


 


Article 2


Eligibility


 


2.01.        Eligibility.  All Eligible Directors shall participate in
the Plan.  An Annual DSU Grant or Pro
Rata Annual DSU Grant will be credited to the Stock Account of each Eligible
Director on an annual basis pursuant to Article 3.01.  In addition, each Eligible Director may elect
to make an Annual Elective Deferral in respect of each Plan Year in accordance
with Article 4.


 


Article 3

Annual DSU Grants


 


3.01.        Annual DSU Grants.


 


(a)           Establishment of Stock
Account.  A Stock Account will
be established under the Plan for each Eligible Director at the time that he or
she becomes an Eligible Director.


 


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(b)           Crediting of Annual DSU
Grant.  An Annual DSU Grant
will be made at the commencement of each Service Period to all persons who are
Eligible Directors on the Reference Date for such Annual DSU Grant; provided,
however, that in the event of a contested election, a member of the Board who
is not re-elected to the Board at the Company’s Annual Meeting of Stockholders
shall not be treated as an Eligible Director as of the Reference Date.  The Annual DSU Grant will equal the quotient
determined by dividing: (a) the Eligible Director’s Annual Fee by (b) the
Market Value of a share of Company Stock on the Reference Date for such Annual
DSU Grant.  Fractional DSUs will be
credited to an Eligible Director’s Stock Account rounded to three decimal
places.


 


(c)           Crediting of Pro Rata Annual DSU Grant.  An Eligible
Director who first becomes an Eligible Director in a Service Period after the
Reference Date for the Annual DSU Grant made in respect of such Service Period
has occurred will be eligible to receive a “Pro Rata Annual DSU Grant” for such Service Period.  The Pro Rata Annual DSU Grant will be
credited to the Eligible Director’s Stock Account on the Reference Date for
such Pro Rata Annual DSU Grant and will equal the quotient determined by
dividing: (a) the Eligible Director’s Pro Rata Annual Fee by (b) the
Market Value of a share of Company Stock on the Reference Date for such Pro
Rata Annual DSU Grant.  Fractional DSUs
will be credited to an Eligible Director’s Stock Account rounded to three
decimal places.


 


(d)           Revocability of Annual DSU
Grant.  An Annual DSU Grant by
the Committee is revocable until the date upon which the Committee actually
credits the DSUs to the Participant’s Stock Account.


 


(e)           Effective of Subsequent
Employment.  A Participant who
becomes an employee of the Company or any of its Affiliates, or who, as a
result of a determination by the Committee, shall no longer be eligible to
continue to participate in the Plan, shall not be entitled to receive any
additional Annual DSU Grants under this Article 3.01 in respect of any of
his or her future services.  DSUs already
credited to any such Participant’s Stock Account in respect of past Annual DSU
Grants shall remain governed by the Plan and the Annual Enrollment Forms on
file for such Participant, and such Participant shall be entitled to continue
to have DSUs credited to such Participant’s Stock Account under Articles 5.03
and 5.04  until such
Participant’s Settlement Date.


 


3.02.        Vesting.  A Participant shall be vested in his or her
Annual DSU Grant in respect of each given Plan Year as set forth in the Annual
Enrollment Materials for such Plan Year. 
The vesting terms of the Annual DSU Awards 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 Account of any Participant.


 


Article 4


Annual Elective Deferrals


 


4.01.        Enrollment Requirements for Annual
Elective Deferrals.  As a condition
to being eligible to make an Annual Elective Deferral for any Plan Year, each
Eligible Director shall be 


 


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required to
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.  Notwithstanding the foregoing, in the case of
a Newly Eligible Director, such Eligible Director shall complete, execute and
return to the Committee or its designee each of the required Annual Enrollment
Forms no later than 30 days following the date on which such Eligible Director
first becomes eligible to participate in the Plan or such earlier date as the
Committee may establish from time to time. 
If an Eligible Director fails to meet all such requirements within the
specified time period with respect to any Plan Year, the Eligible Director
shall not be eligible to make any deferrals for that Plan Year.  An Eligible Director’s Annual Election Form shall
be irrevocable once filed with the Committee, and may only be suspended
pursuant to Article 4.07.


 


4.02.        Annual Elective Deferrals.


 


(a)           Deferral Election.  The Committee shall have sole discretion to
determine the terms and conditions applicable to the Annual Elective
Deferral.  To the extent permitted by the
Committee and subject to the terms and conditions provided by the Committee, a
Participant for a given Plan Year may make an election to defer the receipt of
all or a portion of his or her Eligible Compensation for services rendered
during that Plan Year.  The Participant’s
election shall be evidenced by an Annual Election Form completed and
submitted to the Committee in accordance with the procedures as may be
established by the Committee in its sole discretion.


 


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


 


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


 


4.03.        Commencement of Participation.  Provided an Eligible Director has met all
enrollment requirements set forth in the Plan in respect of a particular Plan
Year and any other requirements imposed by the Committee, including signing and
submitting all Annual Enrollment Forms to the Committee within the specified
time period, the Eligible Director’s designated deferrals shall commence as of
the first day of the particular Plan Year. 
In the case of a Newly Eligible Director, designated deferrals shall
commence as of the date such Newly Eligible Director’s Annual Enrollment Forms
are received by the Committee, which shall be no later than 30 days following
the date on which such individual first became eligible to participate in the
Plan, and such Annual Election Form shall apply only with respect to the
Eligible Compensation earned for services performed subsequent to the time such
Annual Election Form is received by the Committee.


 


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4.04.        Crediting of Account.  The amounts deferred by a Participant in
respect of services rendered during a Plan Year shall be referred to
collectively as the “Annual Elective Deferral.” 
The Annual Elective Deferral shall be credited on a quarterly basis to
the Participant’s Stock Account and/or Cash Account, as determined in accordance
with the Participant’s investment election pursuant to Article 5.01, with
such crediting to occur on the Reference Date in respect of each Quarter.


 


4.05.        Subsequent Plan Year Annual Elective
Deferrals.  The Annual Enrollment
Forms submitted by a Participant in respect of such Participant’s elective
deferrals for a particular Plan Year will not be effective with respect to any
subsequent Plan Year.  If an Eligible
Director is eligible to make elective deferrals under 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
elective deferrals with respect to such subsequent Plan Year.


 


4.06.        Vesting.  A Participant shall be vested in her or her
Annual Elective Deferrals as of the date such amounts are credited to such
Participant’s Stock Account and/or Cash Account.  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 Account of any Participant.


 


4.07.      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. 
The Committee shall determine, in its sole discretion, whether to
approve the Participant’s petition.  If
the petition for a suspension is approved, suspension shall take effect upon
the date of approval.  Notwithstanding
the foregoing, the Committee shall not have any right to approve a request for
suspension of deferrals if such approval (or right to approve) would cause the
Plan to fail to comply with, or cause a Participant to be subject to a tax
under the provisions of Section 409A.


 


(b)           Disability.  From and after the date that a Participant is
deemed 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.


 


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Article 5


Investment
Elections


 


5.01.        Initial Investment Elections.  Each Eligible Director who elects to make an
Annual Elective Deferral under the Plan will be required to designate, at the
time that he or she makes an Annual Elective Deferral, the portion of the
Annual Elective Deferral that will be notionally invested in DSUs, which may be
zero.  If a Participant elects to
notionally invest a portion of his or her Annual Elective Deferral in DSUs, the
number of DSUs that will be credited to a Participant’s Stock Account in
respect of his or her Annual Elective Deferral will be determined quarterly on
the Reference Date and credited to such Participant’s Stock Account as of such
date, and will be equal to the quotient obtained by dividing (a) the
amount of the Annual Elective Deferral for such Quarter that the Participant
has notionally elected to invest in DSUs by (b) the Market Value of a
share of Company Stock on the Reference Date for such Quarter.  Any portion of the Participant’s Annual
Elective Deferral that is not notionally invested in DSUs will be credited to
the Participant’s Cash Account, where it will earn interest at the Cash Account
Interest Rate.


 


5.02.        Changes to Investment Elections.  A Participant may, on a Quarterly basis,
elect to notionally invest a portion of the funds notionally invested in his or
her Cash Account in DSUs at such times as the Committee may designate by
completing and submitting to the Committee an investment change on a form
provided by the Committee for such purpose, and in accordance with such
procedure and time frames as may be established from time to time at the sole
discretion of the Committee.  In
connection with any such election, the Participant’s Cash Account will be
debited by the amount the Participant designates for notional investment in
DSUs (the “DSU Investment Amount”), and the Participant’s Stock Account will be
increased by a number of DSUs determined by dividing the DSU Investment Amount
by the Market Value of a share of Company Stock on the applicable Reference
Date.  Notwithstanding anything to the
contrary in the Plan, a Participant may not at any time make any changes with
respect to the amounts credited to the Participant’s Stock Account in the form
of DSUs pursuant to Article 3 or with respect to the portion of the
Participant’s Annual Elective Deferral that he or she elects to notionally
invest in DSUs pursuant to this Article 5, in each case as adjusted
pursuant to Articles 5.03 and 5.04.


 


5.03.        Dividends and Related Amounts.  A Participant’s
Stock Account shall, from time to time during such Participant’s period of
participation under the Plan, including during the period following the
Participant’s Termination of Service and until the Settlement Date, be credited
on each dividend payment date in respect of Company Stock with additional DSUs,
the number of which shall be equal to the quotient determined by dividing (a) the
product determined by multiplying (i) 100 percent of each dividend
declared and paid by the Company on the Company Stock on a per share basis by (ii) the
number of DSUs recorded in the Participant’s Account on the record date for the
payment of any such dividend, by (b) the Market Value of a share of
Company Stock on the dividend payment date for such dividend, in each case,
with fractions computed to three decimal places.


 


5.04.        Anti-Dilution Adjustment.  In the event of a change in the outstanding
shares of Company Stock by reason of any change in corporate capitalization,
such as a stock split or dividend, or a corporate transaction, such as any
merger of the Company into another 


 


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corporation, any
consolidation of two or more corporations into another corporation, any
separation of a corporation (including a spin-off or other distribution of
stock or property by a corporation), any reorganization of a corporation
(whether or not such reorganization comes within the definition of such term in
Section 368 of the Code), or any partial or complete liquidation by the
Company, the Committee shall make such adjustment in the class and number of
DSUs credited to Participants’ Accounts to reflect any such change as may be
determined to be appropriate by the Committee, and such adjustments shall be
final, conclusive and binding for all purposes of the Plan.  Any adjustments or substitutions under this Article 5.04
shall conform to the requirements of Section 409A.


 


5.05.        No
Investment Liability; Indemnification. 
None of the Company, its directors and employees (including, without
limitation, each member of the Committee), and their designated agents and
representatives, shall have any liability whatsoever for the investment
performance of a Participant’s Accounts. 
Each Participant hereunder, as a condition to his or her participation
in the Plan, agrees to indemnify and hold harmless the Company, its directors
and employees (including, without limitation, each member of the Committee),
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 Accounts.


 


Article 6


Distribution of
Accounts


 


6.01.        Distribution
Elections.


 


(a)           Initial Elections.  The Participant shall make a Distribution
Election by filing a Distribution Election Form at the time he or she
files an Annual Election Form for a given Plan Year to have the Participant’s
Cash Account and the portion of the Participant’s Stock Account that relates to
his or her Annual Elective Deferrals for that Plan Year distributed:


 


(i)            in a lump sum at the end of the
Quarter immediately following the Quarter in which the Participant’s
Termination of Service occurs;


 


(ii)           in a lump sum on March 31 of a
specified year; or


 


(iii)          in two to five substantially
equivalent annual installments, in each case commencing, in accordance with
administrative guidelines determined by the Committee, at the end of the
Quarter immediately following the Quarter in which the Participant has a
Termination of Service, with subsequent installments made on March 31st of
each year.  The amount of each
installment payment shall be equal to the value of the Participant’s respective
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 his or her Cash Account and the portion of the
Participant’s Stock Account for a given Plan Year that relates to his or her
Annual Elective Deferrals by completing and submitting to the Committee within
such time frame as the Committee may designate, an Amended Distribution
Election Form; provided, however, 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,


 


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(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.


 


6.02.        Distribution of Annual
Elective Deferrals.  Except as
otherwise provided by Article 8, the distribution of a Participant’s Cash
Account and the portion of the Participant’s Stock Account that relates to his
or her Annual Elective Deferrals shall be made in accordance with the
Participant’s election in effect as of the applicable specified event or the
date of the Participant’s Termination of Service.


 


6.03.        Distribution of Annual
DSU Grants.  Except as otherwise
provided by Article 8, the portion of a Participant’s Stock Account that
relates to the Participant’s Annual DSU Grant shall be distributed in a lump
sum at the end of the Quarter immediately following the Quarter in which the
Participant’s Termination of Service occurs.


 


6.04.        Valuation of Accounts
Pending Distribution.  To the extent
that the distribution of any portion of any Account is deferred, whether
pursuant to the limitations imposed under this Article 6 or for any other
reason, any amounts remaining to the credit of the Account shall continue to be
adjusted in accordance with Articles 5.03 and 5.04.


 


6.05.        Form of Payment.  Except as may be otherwise determined by the
Committee, all distributions under the Plan with respect to DSUs credited to
the Participant’s Stock Account will be made in Company Stock.  All distributions under the Plan with respect
to amounts credited to a Participant’s Cash Account will be paid in cash.  Except as may be otherwise determined by the
Committee, all distributions under the Plan in the form of Company Stock shall
be distributed pursuant to the Ameriprise Financial 2005 Incentive Compensation
Plan, as amended from time to time, or any successor plan thereto, and will
count against the limit on the number of shares of Company Stock available for
distribution thereunder.


 


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


 


Article 7

Beneficiary Designation


 


7.01.        Beneficiary.  Each Participant shall have the right, at any
time, to designate his or her Beneficiary to receive any benefits payable under
the Plan upon the death of a Participant. 
The Beneficiary designated under the Plan may be the same as or
different from the beneficiary designation under any other plan or arrangement
in which the Participant participates.


 


7.02.        Beneficiary
Designation; Change.  A Participant
shall designate his or her Beneficiary by completing and signing a Beneficiary
Designation Form, and returning it to the Committee.  A Participant shall have the right to change
a Beneficiary by completing, signing and submitting to the Committee an amended
Beneficiary Designation Form in accordance with the Committee’s rules and
procedures, as in effect from time to time. 
Upon the acceptance by 


 


11

















 


the Committee of
an amended Beneficiary Designation Form, all Beneficiary designations
previously filed shall be canceled.  The
Committee shall be entitled to rely on the last Beneficiary Designation Form filed
by the Participant and accepted by the Committee prior to his or her death.


 


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


 


7.04.        No Beneficiary
Designation.  If a Participant fails
to designate a Beneficiary as provided above or, if the designated Beneficiary
predeceases the Participant, then the Participant’s designated Beneficiary
shall be deemed to be his or her surviving spouse.  If the Participant has no surviving spouse,
the benefits remaining under the Plan to be paid to a Beneficiary shall be
payable to the executor or personal representative of the Participant’s estate.


 


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


 


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


 


Article 8


Effects of Certain Events


 


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


 


8.02.        Disability.  In the case of a Participant’s Disability,
all amounts credited to the Participant’s 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 Accounts, which
shall be paid in a lump sum within 90 days of the date that the Participant
became disabled.


 


8.03.        Other Termination of
Service.  As of the date of a
Participant’s Termination of Service for any reason other than Disability or
death, the amounts credited to each of the Participant’s 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 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 Service for any reason other than
Disability or death, 


 


12

















 


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, commencing in accordance
with the Participant’s Distribution Election and the administrative guidelines
determined by the Committee.


 


8.04.        Change in Control.  Upon the occurrence of a Change in Control of
the Company, all amounts credited to any and all 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 Distribution Election Form or
the Plan, upon the occurrence of a Change in Control, the Company will
distribute all previously undistributed Accounts to Participants (or their
Beneficiaries, as the case may be), as soon as administratively practicable
following the effective date of such Change in Control, but in no event later
than 90 days thereafter.


 


8.05.        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
Accounts.  The Committee shall determine,
in its sole discretion, whether the requested payout shall be made, the amount
of the payout and the 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 8.05, 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.


 


8.06.        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 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, the Company
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.


 


8.07.        Plan Termination.  In the event of a termination of the Plan
pursuant to Article 9.02 as it relates to any Participant, then subject to
Article 6.04, all amounts credited to each of the Accounts of each
affected Participant shall be 100 percent vested and shall be paid to the
Participant or, in the case of the Participant’s death, to the Participant’s
Beneficiary, in a lump sum.  Such
lump-sum payment shall be made 13 months after such termination (or such 


 


13

















 


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 Accounts shall terminate upon full payment of such Aggregate
Vested Balance, except that the Company shall not 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 or such Participant’s
Beneficiary to be subject to a tax under, the provisions of Section 409A.


 


Article 9

Amendment and Termination


 


9.01.        Amendment.  The
Company may, at any time, amend or modify the Plan in whole or in part 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
Aggregate Vested Balance at the time the amendment or modification is made,
calculated as if the Participant had experienced a Termination of Service 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 or his or her Beneficiary to be
subject to tax under, the provisions of Section 409A, and (c) except
as specifically provided in Article 9.02, 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 or Beneficiary would have had but for such
amendment or modification, unless each affected Participant or Beneficiary
consents in writing to such amendment.


 


9.02.        Termination. 
Although the Company may anticipate that it will continue the Plan for
an indefinite period of time, there is no guarantee that the Company will
continue the Plan or will not terminate the Plan at any time in the
future.  Accordingly, the
Committee reserves the right to discontinue its sponsorship of the Plan and to
terminate 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 Company, 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.  In the event of
a termination described in this Article 9.02, no new deferred compensation
plans may be established by the Company 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 10

Administration


 


10.01.      Committee Duties.  The 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.


 


14

















 


10.02.      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 the Company.


 


10.03.      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.


 


10.04.      Indemnity of Committee.  The Company 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.


 


Article 11

Claims Procedures


 


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


 


11.02.      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 11.03.


 


11.03.    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.


 


15

















 


11.04.      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.


 


11.05.      Arbitration.  A
Claimant’s compliance with the foregoing provisions of this Article 11 is
a mandatory prerequisite to a Claimant’s right to commence any arbitration with
respect to any claim for benefits under the Plan.  Any dispute, claim or controversy that may
arise between a Participant and the Company or any other person (the “Claims”)
under the Plan is subject to arbitration, unless otherwise agreed to in writing
by the Participant and the Company.  The
Claims shall be finally decided by arbitration conducted pursuant to the
Commercial Dispute Resolution Procedures of the American Arbitration
Association (the “AAA”), and its Supplementary Rules for Securities
Arbitration, or other applicable rules promulgated by the AAA.  In addition, all claims, statutory or
otherwise, which allege discrimination or other violation of employment laws,
including but not limited to claims of sexual harassment, shall be finally decided
by arbitration pursuant to the AAA unless otherwise agreed to in writing by a
Participant and the Company.  By
agreement of a Participant and the Company in writing, disputes may be resolved
in arbitration by a mutually agreed-upon organization other than the AAA.  In consideration of the promises and the
compensation provided in the 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 the 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 11.05.  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 11
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.


 


16

















 


Article 12

Trust


 


12.01.    Establishment of the Trust.  The Company may establish one or more Trusts
to which the Company may transfer such assets as it determines in its sole
discretion to assist in meeting its obligations under the Plan.


 


12.02.    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 Company, Participants and the creditors of the Company to the
assets transferred to the Trust.


 


12.03.    Distributions from the
Trust.  The Company’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 Company’s
obligations under the Plan.


 


Article 13

Miscellaneous


 


13.01.      Status of Plan.  The Plan is intended to be a plan that is not
qualified within the meaning of Section 401(a) of the Code.  The Plan shall be administered and
interpreted to the extent possible in a manner consistent with that intent.  All Accounts and all credits and other
adjustments to such 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 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.


 


13.02.      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 6,
to the extent that a distribution to a Participant who is a Specified Employee
at the time of his or her Termination of Service 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 Service.  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 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.


 


13.03.      Unsecured General
Creditor.  Participants and their
Beneficiaries, heirs, successors and assigns shall have no legal or equitable
rights, interests or claims in any property 


 


17

















 


or assets of the
Company.  For purposes of the payment of
benefits under the Plan, any and all of the Company’s assets, shall be, and
remain, the general, unpledged unrestricted assets of the Company. The Company’s
obligation under the Plan shall be merely that of an unfunded and unsecured
promise to pay money in the future.


 


13.04.      Other Benefits and
Agreements.  The benefits provided
for a Participant and his or her Beneficiary under the Plan are in addition to
any other benefits available to such Participant under any other plan or
program made available to the Participant. 
The Plan shall supplement and shall not supersede, modify or amend any other
such plan or program except as may otherwise be expressly provided.


 


13.05.      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.


 


13.06.      Not a Contract of Service.  The terms and conditions of the Plan and the
Annual Enrollment Materials under the Plan shall not be deemed to constitute a
contract of service between the Company and a Participant.  Nothing in the Plan or any Annual Election Form shall
be deemed to give a Participant the right to continue in the service of the
Company.


 


13.07.      Furnishing Information.  A Participant or his or her Beneficiary 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.


 


13.08.      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.


 


13.09.      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.


 


13.10.      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.


 


18

















 


13.11.      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.


361 Ameriprise Financial
Center


Minneapolis, Minnesota
55474


Attn:  Vice President, Compensation and 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.


 


13.12.      Successors.  The provisions of the Plan shall bind and
inure to the benefit of the Company and its successors and assigns and the
Participant and the Participant’s Beneficiaries.


 


13.13.      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.


 


13.14.      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.


 


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


 


13.16.      Legal
Fees to Enforce Rights After Change in Control.  The Company is aware that upon the occurrence
of a Change in Control, the Board (which might then be composed of new members)
or a stockholder of the Company, or of any successor corporation might then
cause or attempt to cause the Company or such successor to refuse to comply
with its obligations under the Plan and might cause or attempt to cause the
Company to institute, or may institute, arbitration or litigation seeking to
deny Participants the benefits intended under the Plan.  In 


 


19

















 


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 or any successor corporation has failed to comply
with any of its obligations under the Plan or any agreement thereunder, or if
the Company 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 irrevocably authorize such
Participant to retain counsel of his or her choice at the expense of the
Company 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 or any director,
officer, stockholder or other person affiliated with the Company 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 13.16.  Any reimbursements shall be paid in
accordance with the Company’s Policy Regarding Section 409A Compliance.


 


13.17.      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.


 


*  * 
*  *  *  *


 


20