Exhibit 10.4


 


AMERIPRISE FINANCIAL


 


SUPPLEMENTAL RETIREMENT PLAN


 


 


As Amended
and Restated Effective January 1, 2009


 

















 


AMERIPRISE FINANCIAL


SUPPLEMENTAL RETIREMENT PLAN


 


As
Amended and Restated Effective January 1, 2009


 


Article 1

Purpose, Effective Date and Transition Rules


 


1.01.        Purpose.  The Ameriprise Financial Supplemental
Retirement Plan (the “Plan”) was adopted by Ameriprise Financial, Inc.
effective October 1, 2005, was amended and restated in its entirety
effective January 1, 2007 and is hereby amended and restated in its
entirety effective January 1, 2009. 
The Plan is intended to supplement retirement benefits provided under
the Retirement Plan, the 401(k) Plan (for pay periods ending prior to December 31,
2006), and any other retirement and savings plans sponsored by the Company, for
a select group of management or highly compensated individuals.  The Plan is intended to be and shall be
construed and operated as a “top-hat plan” under Sections 201(2), 301(a)(3),
and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), and Section 2520.104-23 of the United States Department
of Labor Regulations.


 


1.02.        Effective
Date.  The Plan
became effective October 1, 2005. 
Effective as of the close of business on September 30, 2005, the
American Express Company effectuated the distribution of all of the outstanding
securities of Ameriprise Financial, Inc. to the shareholders of the
American Express Company in a tax-free spin-off under the Code (the “Spin-Off”).  On that date, the Company ceased to be a
participating employer in the American Express Company’s tax-qualified
retirement plans and the components of such plans covering Company participants
were transferred to new plans established by the Company in a transaction that
complied with Section 414(l) of the Code.  In connection with this transaction, the
component of the American Express Company Supplemental Retirement Plan (the “AXP
Plan”) covering Company participants was similarly transferred to the
Company.  Effective as of the close of
business on September 30, 2005, the Company and its subsidiaries ceased to
be participating companies, and employees and retirees of the Company and its
subsidiaries ceased to be participants, in the AXP Plan.  Effective January 1, 2007, the Plan was
amended to discontinue contributions to Participants in excess of
the limits under the 401(k) Plan for pay periods ending after December 31,
2006, and to reflect certain other design changes.  Effective January 1, 2009, the Plan is
hereby amended to comply with the requirements of Section 409A, and to
reflect certain other design changes.


 


1.03.        Transition Rules


 


(a)           Opening Account Balances and
Participation.  Unless
otherwise expressly set forth herein, the account balance as of the close of
business on September 30, 2005 of any individual who had accumulated
benefits under the AXP Plan, the responsibility for which was transferred to
the Company pursuant to the Employee Benefits Agreement by and between the
American Express Company and the Company, dated as of September 30, 2005
(the “EBA”), shall be the account balance such Participant had in the AXP Plan
immediately before the Spin-Off.  For
purposes of this transition rule only, “Participant” shall include
individuals with accrued benefits under the AXP Plan, the responsibility for
which was transferred to the 


 


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Company under the EBA.  A Participant who became an Employee of the
Company and Participant under the Plan shall accrue benefits and receive
distributions of such benefits, including benefits accrued under the AXP Plan,
as set forth below in the Plan.  A
Participant who had accrued benefits under the AXP Plan, but did not become an
Employee of the Company accruing additional benefits under the Plan, shall have
benefits solely as set forth in, and shall receive payments from the Company
solely in accordance with, the terms of the AXP Plan as in effect on September 30,
2005.


 


(b)           Plan Elections and Designations.  Notwithstanding anything herein to the
contrary and in accordance with the requirements of the EBA, all beneficiary
designations, deferral election forms, investment elections, payment form
elections, and qualified domestic relations orders creating rights for
alternate payees in effect under the AXP Plan as of September 30, 2005
shall be deemed to be effective with respect to the Plan.  For purposes of this Article 1.03(b),
investment elections relating to the American Express Company Stock Fund under
the AXP Plan shall be deemed to apply to the Company Stock Fund under the Plan.


 


(c)           Calculation of Limitations.  Notwithstanding anything herein to the
contrary, for purposes of calculating the Section 415 Limitations and the Section 401(a)(17) Limitation,
compensation and benefits accrued under the AXP Plan (and the underlying AXP
qualified retirement plans) and/or while a Participant was employed by the
American Express Company or its affiliates during 2005 shall be taken into
consideration under the Plan for the 2005 Plan Year.


 


Article 2

Definitions


 


As used in the Plan, the
following terms have the meanings indicated below:


 


2.01.        “Affiliate”
means any corporation or other trade or business under common control with the
Company, as further defined in the Company’s Qualified Retirement Plans.


 


2.02.        “Beneficiary”
means the individual or entity designated by the Participant pursuant to Article 7
and in accordance with procedures established by the Committee to receive
benefits under the Plan in the event of the Participant’s death.


 


2.03.        “Board”
means the board of directors of the Company.


 


2.04.        “Change
in Control” has the meaning given such term in the Ameriprise Financial
2005 Incentive Compensation Plan, as amended.


 


2.05.        “Claimant” has the meaning
set forth in Article 12.01.


 


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


 


2.07.        “Committee” means the Compensation and Benefits Committee of
the Company or such other committee designated by the Board to administer the
Plan.  Any
reference herein to 


 


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the Committee shall
be deemed to include any  person to
whom any duty of the Committee has been delegated pursuant to Article 11.03.


 


2.08.        “Company” means Ameriprise Financial, Inc. and any of its
subsidiaries and Affiliates which have become participating employers in a
Qualified Retirement Plan.


 


2.09.        “Compensation” means, with respect to excess benefits calculated
with reference to a particular Qualified Retirement Plan, “Compensation” as
defined in the applicable Qualified Retirement Plan, as the context implies,
provided that the Committee may, in its discretion, designate additional or
different items, such as the value of certain equity awards, as Compensation
for purposes of one or more of the benefits provided under the Plan.


 


2.10.        “Deferral Plan” means the Ameriprise Financial
Deferred Compensation Plan, or any similar or successor non-qualified plan for
the deferral of compensation in accordance with Section 409A.


 


2.11.        “Defined Termination” has
the meaning given such term in the Senior Executive Severance Plan.


 


2.12.        “Employee” means an elected or appointed officer of the Company or
any other individual whom the Committee identifies as an employee of the
Company, and whose compensation is reported on a Form W-2, regardless of
whether the use of such form is subsequently determined to be erroneous.


 


2.13.        “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


2.14.        “Insiders” means such Participants who are or may be required to
file reports under Section 16(a) of the Exchange Act, with respect to
equity securities of  Ameriprise
Financial, Inc.


 


2.15.        “401(k) Plan” means the Ameriprise Financial 401(k) Plan,
as amended.


 


2.16.        “Participant” means an eligible Employee who accrues benefits under
the Plan.


 


2.17.        “Plan Year” means the calendar year with reference to which benefits
are determined under the Plan.


 


2.18.        “Qualified Retirement Plan” means the Retirement Plan and/or the 401(k) Plan,
as the context may imply.


 


2.19.        “Retirement Plan” means the Ameriprise Financial Retirement Plan, as
amended.


 


2.20.        “Section 401(a)(17) Limitation” refers to the limitation on the
dollar amount of Compensation which may be taken into account under the
Qualified Retirement Plans under Section 401(a)(17) of the Code.


 


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


 


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2.22.        “Section 415 Limitations” refer to the limitations on benefits
for defined benefit pension plans and defined contribution plans which are
imposed by Section 415 of the Code.


 


2.23.        “Senior Executive Severance Plan” means the Ameriprise Financial
Senior Executive Severance Plan, as amended.


 


2.24.        “Termination of Employment” means a “separation
from service” as defined under Section 409A, as determined in accordance
with the Company’s Policy Regarding Section 409A Compliance.


 


2.25.        “Unforeseeable Emergency”
means, 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 3

Eligibility


 


3.01.        Automatic Participation.  Participation in the Plan shall be
limited to Employees who meet the requirements of Articles 3.02(a) and
(b), and shall automatically occur for such Employees; provided, that the
Committee may designate, on a case-by-case basis, Employees or categories of
Employees who shall not be eligible to participate in all or any portion of the
Plan.


 


3.02.        Participation Requirements.  To become a Participant in the
Plan, an Employee must:


 


(a)           be a participant under a Qualified Retirement Plan
maintained by the Company.  Participation
by an Employee in a Qualified Retirement Plan shall be determined pursuant to
and in accordance with the eligibility criteria applicable under such Qualified
Retirement Plan; and


 


(b)           for the relevant Plan Year:


 


(i)            be credited with Compensation earned from the Company in an
amount in excess of the applicable Code Section 401(a)(17) Limitation or
accrue benefits under a Qualified Retirement Plan in excess of the Section 415
Limitation; or


 


(ii)           have deferred Compensation under a Deferral Plan and be
classified as a level “Grade Band 50” personnel or greater (as such classification
is defined by the Committee from time-to-time); provided, however, that the
Committee may, in its sole discretion, set a different required pay level or
grade for participation in the Plan.


 


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Article 4

Plan Benefits


 


4.01.        Benefits Under the Retirement Plan.  For purposes of this Article 4.01,
capitalized terms not otherwise defined herein shall have the same meaning set
forth in the Retirement Plan.


 


(a)           Benefits in Excess of Limits Under the Retirement Plan.  If a Participant is
a participant under the Retirement Plan, other than a terminated participant,
the Company shall establish a book reserve account to be determined as follows:


 


(i)            Initial Book Reserve Account Balance.  A Participant’s
initial book reserve account balance shall be zero unless the Participant was a
participant in the AXP Plan.  A
Participant who was a participant in the AXP Plan shall have an initial book
reserve account balance equal to his or her book reserve account balance in the
AXP Plan on September 30, 2005.


 


(ii)           Contribution Credits.  There shall be credited to a
Participant’s book reserve account, in accordance with Article 4.04, an
amount equal to the excess, if any, of:  (x) the Contribution
Credits that would have been credited to a Participant’s Defined Benefit
Account Balance under the Retirement Plan for the Plan Year if the Plan’s
definition of Compensation was used, the Section 401(a)(17) Limitation was
ignored, and the Participant had not elected or been required to defer the
receipt of any Compensation pursuant to a Deferral Plan, over (y) the
actual Contribution Credits credited to the Participant’s Defined Benefit
Account Balance under the Retirement Plan for the Plan Year.  In the event a Participant terminates from
service as a result of a disability, as determined under the Retirement Plan,
this Article 4.01(a)(ii) will apply as if the Section 401(a)(17)
Limitation and Section 415 Limitations applied to the deemed Compensation
considered by the Retirement Plan.


 


(b)           Additional Years of Service.  Certain Participants, as
determined by the Company in its sole discretion, may be deemed to have
rendered five additional Years of Service under the Plan.  For each such Participant, subject to such
terms and conditions as the Company may impose upon such benefits by special
agreement with such Participant (in the event of a conflict with this Article 4.01(b),
such special agreement shall control), an additional amount shall be credited
to the Participant’s book reserve account equal to the excess, if any
of:  (x) the total cumulative Contribution Credits that would
have been credited to the Participant’s book reserve account under Article 4.01(a) had
the Participant rendered such additional Years of Service under the Retirement
Plan, over (y) the actual total cumulative Contribution Credits credited
to the Participant’s book reserve account under Article 4.01(a) as of
the date the Participant is eligible for such benefits under the Plan.  Subject to the terms of the special agreement
with each such Participant, such amounts shall be calculated and credited in
accordance with Article 4.04 under procedures to be determined from time
to time by the Committee and consistently applied to similarly situated
Employees.  Unless otherwise determined
by the Committee or agreed in a special agreement with the Participant, amounts
credited under this Article 4.01(b) shall be subject to five year
vesting, and such amounts shall be forfeited by the Participant if the
Participant’s service with the Company terminates for any reason other than
death or disability (as defined in the Retirement Plan) before five years of
actual service have been rendered to the Company by such Participant.


 


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(c)           Benefits Formula.  The formula of the benefits for a
Plan Year under this Article 4.01 shall be determined by the Committee and
applied in a uniform manner for all similarly situated Employees.


 


(d)           Benefits Restricted to Vested Portion.  The benefits
credited under this Article 4.01 at the time of distribution to a
Participant shall be restricted to a Participant’s vested portion.  Unless otherwise expressly provided in the
Plan, a Participant’s vested portion shall be determined under the vesting provisions
of the Retirement Plan; provided, that vesting shall cease as of the date a
Participant commences payment pursuant to Article 6.02.  Any non-vested portion of amounts credited to
a Participant hereunder shall be forfeited.


 


(e)           Additional Accounts.  The Committee may, in its sole and
exclusive discretion, establish additional book reserve accounts from time to
time.  The procedures to reflect and
credit increases, decreases, interest, dividends, and other income, gains and
losses shall be determined by the Committee in its sole and exclusive
discretion.


 


4.02.        Benefits Under the 401(k) Plan.  For purposes of this Article 4.02,
capitalized terms not otherwise defined herein shall have the same meaning set
forth in the 401(k) Plan.


 


(a)           Benefits in Excess of Limits Under the 401(k) Plan.  If a Participant is
a participant in the 401(k) Plan for a Plan Year ending on or before December 31,
2006, the Company shall establish book reserve accounts under the Plan on
behalf of such Participant.  A Participant’s initial book
reserve account balance shall be zero unless the Participant was a participant
in the AXP Plan.  A Participant who was a
participant in the AXP Plan shall have an initial balance in each book reserve
account equal to such Participant’s book reserve account balance in the
equivalent account under the AXP Plan on September 30, 2005.  The following amounts shall be credited to
the Participant’s book reserve accounts as described in Article 4.04:


 


(i)            Company Stock Contribution Allocation.  For pay periods
ending on or before December 31, 2006, an amount shall be credited to the
Participant’s book reserve account for each Plan Year equal to:  (A) one percent, or such other amount as
may be set by the Committee for some or all Participants, of the sum of:  (1) the Participant’s Compensation,
calculated without the Section 401(a)(17) Limitation or Section 415
Limitations, plus (2) that portion of a Participant’s Compensation
deferred during such Plan Year pursuant to a Deferral Plan, minus (B) the
amount actually allocated as a Company Stock Contribution to the account of the
Participant under the 401(k) Plan.


 


(ii)           Company Profit-Sharing Contribution Allocation.  For pay periods
ending on or before December 31, 2006, an amount shall be credited to the
Participant’s book reserve account for each Plan Year equal to:  (A) the Company Profit-Sharing
Contribution percentage utilized for purposes of the 401(k) Plan for that
Plan Year for such Participant times the sum of:  (1) the Participant’s Compensation,
calculated without the Section 401(a)(17) Limitation or Section 415
Limitations, plus (2) that portion of a Participant’s Compensation
deferred during such Plan Year pursuant to a Deferral Plan, minus (B) the
amount actually allocated as a Company Profit-Sharing Contribution to the
account of the Participant under the 401(k) Plan.  Unless otherwise expressly provided in the
Plan, benefits credited under this Article 4.02(a)(ii) at the time of
distribution shall be restricted to a Participant’s vested portion as 


 


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determined under the
applicable provisions of the 401(k) Plan. 
Any non-vested portion of such deferred compensation to be paid shall be
forfeited.


 


(iii)          Company Matching Contribution Allocation.  For pay periods
ending on or before December 31, 2006, a Company matching contribution,
whether or not the Participant actually elects to defer Compensation under the
401(k) Plan, for each Plan Year equal to three percent, or such other
amount as may be set by the Committee for some or all Participants, of:  (A) that portion of the Participant’s
Compensation which was deferred during the Plan Year pursuant to a Deferral
Plan, plus (B) that portion of the Participant’s Compensation (not
including the amounts deferred as described in clause (A) above) in excess
of the Section 401(a)(17) Limitation, shall be contributed and allocated
to the account of a Participant by the Company as a matching contribution on
behalf of such Participant; provided, however, for purposes of this Company
matching contribution, Compensation shall not be subject to the Section 401(a)(17)
Limitation.


 


(b)           Additional
Accounts.  The Committee may,
in its discretion, establish additional book reserve accounts from time to
time.  The procedures to reflect and
credit increases, decreases, interest, dividends, and other income, gains and
losses shall be determined by the Committee in its sole and exclusive
discretion.


 


4.03.        Benefits
Upon a Change in Control.  If
a Participant who is eligible to receive benefits under the Senior Executive
Severance Plan experiences a Defined Termination, then the Participant shall be
entitled to an additional benefit under the Plan in an amount equal to the contributions that would have been made by the Company
on behalf of the Participant under the Retirement Plan or the Plan (and other
similar plans of the Company), during a period equal to the number of weeks of
severance pay to which the Participant is entitled under the Senior Executive
Severance Plan, as in effect immediately prior to the Change in Control,
assuming compensation per week during such period of an amount equal to the
Participant’s weekly severance benefit under the Senior Executive Severance
Plan (for avoidance of doubt, without consideration of any offsets which
may be provided in such plan against severance benefits, such as termination
pay, office closing amounts, etc.).  The full amount of such benefit shall be
credited to the Participant’s book reserve accounts, as described in Article 4.04,
effective as of the date of the Defined Termination.


 


4.04.        Crediting of Accounts


 


(a)           Time and Manner.  Amounts described in this Article 4
shall be credited to a book reserve account established for a Participant at
such times and in such manner as may be determined by the Committee.  In making such credits, the Committee shall
generally attempt to, but shall not be required to, credit accounts at a time
and in a manner as similar as possible to the time and manner for the crediting
of similar amounts under the Qualified Retirement Plans; provided that, unless
the Committee determines otherwise, amounts credited to an account with respect
to the application of the Section 415 Limitations to the Retirement Plan
shall be credited upon the commencement of the benefit payment under the
Retirement Plan, and may, pursuant to rules determined by the Committee,
include for purposes of such calculation years of service, compensation, and
other crediting information accrued under the AXP Plan.  The Committee shall apply such procedures
consistently to similarly situated Participants.


 


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(b)           Company Stock Contributions.  Amounts described in Article 4.02(a)(i) shall
be initially credited to a book reserve account established for a Participant
which shall be denominated in units (“Units”). 
For purposes of the Plan, the price and value of a Unit shall be
determined by the Committee in a manner determined by the Committee to be
reasonably consistent with similar determinations made under the 401(k) Plan
Company Stock Fund (the “Stock Fund”).


 


(c)           Other Contributions.  Amounts
described in Articles 4.02(a)(ii) (profit-sharing contributions), 4.02(a)(iii) (matching
contributions) and 4.03 (benefits upon a change in control) shall be credited
to a book reserve account established for a Participant which shall contain
various subaccounts selected by the Committee in its sole and exclusive
discretion, representing the various investment funds available to a Participant
under the 401(k) Plan as provided for in the Plan; provided that, unless
otherwise determined by the Committee, no subaccount shall be established under
the Plan to coincide with any self-directed brokerage account which may be
available under the 401(k) Plan.


 


Article 5

Subaccounts, Investment Performance and Transfers


 


5.01.        Earnings Crediting.  For each
Participant, the book reserve accounts established pursuant to Article 4.01
shall be increased by the Imputed Earnings Credit (as such term is defined in
the Retirement Plan), not less frequently than annually, under procedures and
at times determined by the Committee and consistently applied for similarly
situated Participants.  Such earnings
shall be credited at the same interest rate and computed in a similar manner
(to the extent administratively feasible) as Imputed Earnings Credits are
computed under the Retirement Plan for each Plan Year.


 


5.02.        Performance of Company Stock.  Subject to Article 5.06,
and to such rules as may be adopted by the Committee, the performance of
the book reserve account established for each Participant pursuant to Article 4.04(b) shall
reflect the performance of the Stock Fund. 
Such book reserve account shall reflect such increases or decreases in
value from time to time, whether from dividends, gains, losses or otherwise, as
may be experienced by the Stock Fund. 
Subject to Article 9, and to such rules as may be adopted by
the Committee, a Participant may elect to transfer credits to the book reserve
account established pursuant to Article 4.04(b) to or from such
account to or from one or more subaccounts established pursuant to Article 4.04(c),
in a manner similar to the rules for such transfers under the 401(k) Plan.


 


5.03.        Investment following Change in Control.  Notwithstanding the above, effective
immediately upon a Change in Control, to the extent a book reserve account established on behalf of a Participant
reflects, or by the terms of the Plan should in the future reflect, the
performance of the Stock Fund, it shall thereafter reflect the performance of
the 401(k) Plan Income Fund, or a default subaccount selected by the
Committee.


 


5.04.        Investment Allocation.  For each
Participant, credits to the book reserve account established pursuant to Article 4.04(c) shall
be made to such subaccounts thereunder as directed by such Participant.  If more than one subaccount is selected, a
Participant must designate, on a form or other medium acceptable to the
Committee, in one-percent increments, the amounts to be 


 


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credited to each subaccount.  A
Participant shall be allowed to amend such designation consistent with the
frequency of investment changes offered the Participant under rules governing
the 401(k) Plan for a given Plan Year.


 


5.05.        Investment Performance.  Subject to Article 5.06,
for each Participant, the performance of such subaccounts shall reflect the
performance of the investment fund under the 401(k) Plan that such
subaccount represents.  Each such
subaccount shall reflect such increases or decreases in value from time to
time, whether from dividends, gains, losses or otherwise, as that experienced
by the related investment fund under the 401(k) Plan.  Subject to Article 9, credits to such
subaccounts may be transferred to any other subaccount under the Plan on such
terms and at such times as permitted with respect to the related investment
funds under the 401(k) Plan, and to such rules as may be adopted by
the Committee.  If a Participant fails to
affirmatively designate one or more subaccounts pursuant to this Article 5.05,
subject to rules established by the Committee, such Participant shall be
deemed to have selected either a default account selected by the Committee or,
to the extent feasible, the subaccount(s) that relate to the Participant’s
investment direction under the 401(k) Plan; provided, however, to the
extent an Insider has directed 401(k) Plan amounts to the Stock Fund, such
Insider shall be deemed to have selected the subaccount relating to the 401(k) Plan
Income Fund or a default subaccount selected by the Committee.  Notwithstanding the foregoing, the Committee
may, in its sole discretion, provide that one or more investment funds
available under the 401(k) Plan, including any self-directed brokerage account
which may be available under the 401(k) Plan, shall not be available for
designation under the Plan.


 


5.06.        Valuation.  Subject to Article 4.04(c),
the subaccounts shall be valued subject to such reasonable rules and
procedures as the Committee may adopt and apply to all Participants similarly
situated with an effort to value such subaccounts as if amounts designated were
invested in at similar times and in manners, subject to administrative
convenience, as amounts are invested, and subject to the same market
fluctuation factors used in valuing such investments in the 401(k) Plan.


 


Article 6

Distribution of Book Reserve Accounts


 


6.01.        Distribution Elections.


 


(a)           Initial Elections.  In accordance with rules and
procedures adopted by the Committee, and in compliance with Section 409A,
existing Participants, including Participants (other than those in pay status
on December 31, 2004) who were participants under the AXP Plan, may make a
distribution election to receive benefits in a single lump-sum payment or in
annual installments payable over a period of five, ten or 15 consecutive
calendar years.  The amount of
each installment payment shall be equal to the value of the Participant’s
respective book reserve accounts divided by the number of installments
remaining to be paid.


 


(i)            Participants who have not previously made an initial
distribution election, whether under the Plan or under the AXP Plan, may make
such an initial election on or before the date set by the Committee.


 


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(ii)           Employees who first become Participants after December 31,
2005 may make an initial distribution election in accordance with rules and
procedures adopted by the Committee in compliance with Section 409A.


 


(iii)          A Participant’s distribution election is irrevocable and may
not be modified except as provided in Article 6.01(b).  Such
election shall apply to the payment of all benefits under the Plan, including
benefits accrued under the AXP Plan (except for benefits that were in pay
status under the AXP Plan on December 31, 2004).


 


(iv)          If a Participant fails to make a valid, timely distribution
election in accordance with this Article 6.01(a) and the rules and
procedures adopted by the Committee, such Participant shall be deemed to have
made an initial distribution election to receive benefits in the form of a
single lump sum.


 


(b)           Subsequent Distribution Elections.  A Participant who has not
previously modified an initial distribution election, whether under the Plan or
under the AXP Plan, may make a one-time modification to such Participant’s
initial distribution election to elect a different form of payment.  To be effective, such a modification shall be
made by filing a written notice of modification in such form and manner as the
Committee may prescribe; provided, however, that the modification (i) must
be submitted no later than a date specified by the Committee in accordance with the requirements of Section 409A,
(ii) shall not take effect until 12 months after the date on which such
modification 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.  A Participant may
not change the payment method after Termination of Employment.  For the avoidance
of doubt, any such distribution which accelerates payments from the Plan shall
not cause any reduction in the amounts otherwise payable hereunder (notwithstanding Section V(E)(1)(b)(ii) of
the AXP Plan).


 


6.02.        Payment of Benefits.


 


(a)           Subject to Article 8, if a Participant has not made an
effective one-time modification to his or her initial distribution election
pursuant to Article 6.01(b), then payment of benefits shall be made (or
commence in the case of installment distributions) as follows:  (i) if a Participant has elected (or is
deemed to have elected) a lump sum payment, it shall be made on the first January 1
or July 1 which is at least six months following the Participant’s
Termination of Employment for any reason from the Company, or as soon
thereafter as administratively practicable, but in no event later than 90 days
thereafter; and (ii) if a Participant has elected annual installment
payments, they shall begin on July 1 of the calendar year following the
Participant’s Termination of Employment for any reason from the Company, or as
soon thereafter as administratively practicable, but in no event later than 90
days thereafter, and shall continue on each July 1 thereafter for the
period selected by the Participant.


 


(b)           Subject to Article 8, if a Participant has made an
effective one-time modification to his or her initial distribution election
pursuant to Article 6.01(b), then payment of benefits shall be made (or
commence in the case of installment distributions) as follows:  (i) if a Participant has elected (or is
deemed to have elected) a lump sum payment, it shall be made on


 


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the first January 1 or July 1 which is at least five years
and six months following the Participant’s Termination of Employment for any
reason from the Company, or as soon thereafter as administratively practicable,
but in no event later than 90 days thereafter; and (ii) if a Participant
has elected annual installment payments, they shall begin on July 1 of the
calendar year following the five-year anniversary of the Participant’s
Termination of Employment for any reason from the Company, or as soon thereafter
as administratively practicable, but in no event later than 90 days thereafter,
and shall continue on each July 1 thereafter for the period selected by
the Participant.


 


(c)           A Participant who has experienced a Termination of
Employment and has begun receiving payments as set forth above, shall continue
receiving any remaining payments according to the terms in effect on the date
of such Participant’s Termination of Employment, even if later re-employed by
the Company.


 


6.03.        Offsets.  Notwithstanding
anything in the Plan, the Retirement Plan or the 401(k) Plan to the
contrary and subject to the requirements of Section 409A and the Company’s
Policy Regarding Section 409A Compliance, any amount otherwise due or
payable under the Plan may be forfeited at the discretion of the Committee, to
apply toward or recover any claim the Company may have against the Participant,
including but not limited to, for the enforcement of the Company’s Detrimental
Conduct Provisions under its long-term incentive award plan, to recover a debt
to the Company or to recover a benefit overpayment under a Company benefit plan
or program.


 


6.04.        Effect of Severance Plans.  The benefits of a Participant
under the Plan are subject to the terms of any severance plan of the Company or
an Affiliate applicable to such Participant, which plans may provide for the
reduction of such benefits in accordance with the terms thereof.


 


6.05.        Withholding.  The Company
shall be entitled to deduct from any payment under the Plan, regardless of the
form of such payment, the amount of all applicable income and employment taxes,
if any, required by law to be withheld with respect to such payment or may
require the Participant to pay to it such tax prior to and as a condition of
the making of such payment.


 


6.06.        Payment Medium.  Any benefits
payable under the Plan shall be paid in cash from the general assets of the
Company.


 


Article 7

Beneficiary Designation


 


7.01.        Beneficiary.  A Participant shall designate such
Participant’s Beneficiary or Beneficiaries entitled to receive benefits under
the Plan by filing written notice of such designation with the Committee in
such form as the Committee may prescribe.


 


7.02.        Beneficiary Designation; Change.  A Participant may
revoke or modify such designation at any time by a further written designation
in such form as the Committee may prescribe. 
A Participant’s Beneficiary designation shall be deemed
automatically revoked in the event of the death of the Beneficiary or, if the
Beneficiary is the Participant’s spouse, in the event of dissolution of
marriage.


 


11

















 


7.03.        No Beneficiary Designation.  If no designation
is in effect at the time benefits payable under the Plan become due, the
Beneficiary shall be deemed to be the Participant’s surviving spouse, if any,
and if not, the Participant’s estate.


 


Article 8

Effect of Certain Events


 


8.01.        Death.  Upon
a Participant’s death, benefits under the Plan shall be payable in cash to a
Participant’s Beneficiary.  If a Participant
dies while still actively employed by the Company, such payment shall be made
as a single lump-sum payment on the first January 1 or July 1 which
is at least six months following the Participant’s death.  If a Participant elects annual installment payments
and dies after such installment payments have commenced, any remaining
installment payments shall be made to such Participant’s Beneficiary as a
single lump-sum payment within 90 days of the date of the Participant’s death,
or such later date permissible under Section 409A.


 


8.02.        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 book reserve accounts.  The Committee shall determine, in its sole
discretion, whether the requested payout shall be made, the amount of the
payout and the Plan Accounts from which the payout will be made; provided,
however, that the payout shall not exceed the lesser of the Participant’s
vested balance in his or her book reserve accounts or the amount reasonably
needed to satisfy the Unforeseeable Emergency plus amounts necessary to pay
taxes reasonably anticipated as a result of the distribution.  In making its determination under this Article 8.02,
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.


 


8.03.        Change In Control.  Notwithstanding
the above and any other provision herein to the contrary, to the extent
permitted by Section 409A without excise tax or penalty, effective
immediately upon a Change of Control, the entire value of each Participant’s
book reserve accounts under the Plan shall be maintained in a trust (the “Trust”)
established by the Company for this purpose and the Company shall transfer to
the Trust an amount sufficient to fund the entire value of each Participant’s
book reserve accounts.  The Trust is
intended to be classified for federal income tax purposes as a “grantor trust”
within the meaning of Subpart E, Part I, Subchapter J, Chapter 1, Subtitle
A of the Code.


 


8.04.        Plan Termination. 
In the event of a termination of the Plan pursuant to Article 10.02
as it relates to any Participant, then subject to Article 4.04, all
amounts credited to each of the book reserve 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 


 


12

















 


termination (or such
earlier date permitted under Section 409A), notwithstanding any elections
made by the Participant, 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 to be subject to a tax
under, the provisions of Section 409A.


 


Article 9

Special Restrictions


 


9.01.        Insider Status.  The provisions of this Article 9 shall
apply to Insiders.  Such provisions shall
apply during all periods that Insiders are subject to reporting under Section 16(a) of
the Exchange Act, including any period following cessation of Insider status
during which such Insiders are required to report transactions pursuant to Rule 16a-2(b) (or
its successor) under the Exchange Act. 
At such time as any Insider ceases to be subject to Section 16(a) reporting
(and any period contemplated by Rule 16a-2(b) has expired), this Article 9
shall cease to be applicable to such Participant.


 


9.02.        Applicability.  This Article 9 shall be automatically
applicable to any person who, on and after the date hereof, becomes an
Insider.  For purposes of the foregoing,
the effective date of this Article shall be the date the person becomes an
Insider.


 


9.03.        Stock Fund Limitations.  Notwithstanding anything in the
Plan to the contrary, (a) except as set forth below, credits to the
account of an Insider pursuant to Article 4.04 may not be made to any
subaccount that reflects the performance of the Stock Fund, (b) credits
made pursuant to Article 4.04 to the account of an Insider at any time may
not be transferred to any book reserve account or subaccount that reflects the
performance of the Stock Fund, and (c) credits made to an Insider’s book
reserve account pursuant to Article 4.04(b) at any time and credits
to the account of an Insider pursuant to Article 4.04 that were made to a
subaccount that reflects the performance of the Stock Fund (which credits could
only have been made when such individual was not an Insider) may not be
transferred, withdrawn, paid out or otherwise changed, other than (i) pursuant
to Article 4.04(a) or (b) (but only at such time as such person
is no longer an Insider), or (ii) pursuant to the forfeiture provisions
contained in the last sentence of Article 4.02(a)(ii).


 


9.04.        Exchange Act Exemption.  It is intended that the crediting
of amounts to the accounts of Insiders that represents the performance of the
Stock Fund is intended to qualify for exemption from Section 16 under Rule 16b-3(d) under
the Exchange Act.  The Committee shall,
with respect to Insiders, administer and interpret all Plan provisions in a
manner consistent with such exemption.


 


Article 10

Amendment And Termination


 


10.01.      Plan Amendment.  The Committee may, at any time, amend or modify the Plan in whole or in part, provided that the Committee may not reduce or modify the
amount of any benefit payable to a Participant or any Beneficiary receiving
benefit payments at the time the Plan is amended or modified.  Notwithstanding the foregoing, the Committee
shall not have the 


 


13

















 


right to amend the Plan to the extent such
amendment or modification would result in a violation of Section 409A.


 


10.02.      Plan
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) the Committee may not reduce or
modify the amount of any benefit payable to a Participant or any Beneficiary
receiving benefit payments at the time the Plan is terminated; (b) all
plans that are aggregated with the Plan for purposes of Section 409A are
also terminated; and (c) 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 10.02, 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 11

Administration


 


11.01.      Committee Duties.  The Plan shall be administered by the
Committee.  The Committee shall have full
power, authority and discretion to interpret, construe and administer the Plan,
and such interpretation and construction thereof and actions taken thereunder
shall be binding on all persons for the purposes so stated by the
Committee.  The Committee may correct any
defect, supply any omission or reconcile any inconsistency in the Plan in the
manner and to the extent the Committee deems necessary or desirable.  The Committee may prescribe a form of
agreement to be used by a Participant and the Company, to the extent deemed
necessary, to defer compensation under the Plan.


 


11.02.      Binding Effect of Decisions.  The decision
or action of the Committee with respect
to any question arising out of or in connection with the administration,
interpretation and application of the Plan and the rules and regulations
promulgated hereunder shall be final and conclusive and binding upon all
persons having any interest in the Plan.


 


11.03.      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.


 


11.04.      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.


 


14

















 


Article 12

Claims Procedures


 


12.01.      Presentation of Claim.  Any Participant or the
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.


 


12.02.      Notification of Decision.  The Committee shall
consider a Claimant’s claim within a reasonable time, and shall notify the
Claimant in writing:  (a) that the
Claimant’s requested determination has been made, and that the claim has been
allowed in full; or (b) that the Committee has reached a conclusion
contrary, in whole or in part, to the Claimant’s requested determination, and
such notice must set forth in a manner calculated to be understood by the
Claimant:  (i) the specific reason(s) for
the denial of the claim, or any part of it; (ii) specific reference(s) to
pertinent provisions of the Plan upon which 
such denial was based; (iii) a description of any additional
material or information necessary  for
the Claimant to perfect the claim, and an explanation of why such material or
information is necessary; and (iv) an explanation of the claim review
procedure set forth in Article 12.03.


 


12.03.      Review of a Denied Claim.  Within 60 days after receiving
a notice from the Committee that a claim has been denied, in whole or in part,
a Claimant (or the Claimant’s duly authorized representative) may file with the
Committee a written request for a review of the denial of the claim.  Thereafter, but not later than 30 days after
the review procedure began, the Claimant (or the Claimant’s duly authorized
representative):  (a) may review
pertinent documents; (b) may submit written comments or other documents;
and/or (c) may request a hearing, which the Committee, in its sole
discretion, may grant.


 


12.04.      Decision on Review.  The Committee shall render
its decision on review promptly, and not later than 60 days after the filing of
a written request for review of the denial, unless a hearing is held or other special
circumstances require additional time, in which case the Committee’s decision
must be rendered within 120 days after such date.  Such decision must be written in a manner
calculated to be understood by the Claimant, and it must contain: (a) specific
reasons for the decision; (b) specific reference(s) to the pertinent
Plan provisions upon which the decision was based; and (c) such other
matters as the Committee deems relevant.


 


12.05.      Cause
of Action.  No legal
or equitable action for benefits under the Plan may be brought after the
earliest of 90 days after the claim denial or one year after the date the cause
of action accrued.  For this purpose, a
cause of action is considered to have accrued when the person bringing the
legal action knew, or in the exercise of reasonable diligence should have
known, that a plan party has clearly repudiated the claim or legal position
which is the subject of the action, regardless of whether such person has filed
a claim for benefits.  The Committee’s
decisions are final.  As described
above, an individual is required to follow the procedures 


 


15

















 


described in this Article 12
and a lawsuit generally cannot be filed unless the claims and appeals process
is complete.  The deadlines for filing a
lawsuit apply regardless of whether the claims procedures are followed, and the
deadline generally will expire sooner if the claims and appeals process has not
been completed.  For example, the 90-day
period for filing a lawsuit involving a Plan change or amendment starts to run
as of the date the change or amendment is first communicated to Plan
participants even if a claim is not filed.


 


Article 13

Miscellaneous


 


13.01.      Status of Plan.  The Plan is intended to be (a) a
plan that is not qualified within the meaning of Section 401(a) of
the Code and (b) a plan that “is unfunded and is maintained by an employer
primarily for the purpose of providing deferred compensation for a select group
of management or highly compensated employees” within the meaning of Sections
201(2), 301(a)(3) and 401(a)(1) of ERISA.  The Plan shall be administered and
interpreted to the extent possible in a manner consistent with that
intent.  All book reserve accounts and
all credits and other adjustments to such book reserve 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 book reserve 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.


 


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 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 under the Plan are in addition
to any other benefits available to such Participant under any other plan or
program for employees of the Company. 
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.      Limitations on Liability.  Neither the establishment of the
Plan nor any modification thereof, nor the creation of any account under the
Plan, nor the payment of any benefits under the Plan shall be construed as
giving to any Participant or other person any legal or equitable right against
the Company, or any officer or employer thereof except as provided by law or by
any Plan provision.  No person (including
the Company) in any way guarantees any Participant’s book reserve account from
loss or depreciation, whether caused by poor investment performance of a deemed
investment or the inability to realize upon an investment due to an 


 


16

















 


insolvency affecting an investment vehicle or
any other reason.  In no event shall the
Company or any successor, employee, officer, director or stockholder of the
Company, be liable to any person on account of any claim arising by reason of
the provisions of the Plan or of any instrument or instruments implementing its
provisions (except that the Company shall make benefit payments in accordance
with the terms of the Plan), or for the failure of any Participant, Beneficiary
or other person to be entitled to any particular tax consequences with respect
to the Plan, or any credit or distribution hereunder.


 


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


 


13.07.      Not a Contract of Employment. 
The terms and conditions of the Plan shall not be deemed to constitute a
contract of employment between the Company and the Participant.  Such employment is hereby acknowledged to be
an “at will” employment relationship that can be terminated at any time for any
reason, or no reason, with or without cause, and with or without notice, except
as otherwise provided in a written employment agreement.  Nothing in the Plan shall be deemed to give a
Participant the right to be retained in the service of the Company or to
interfere with the right of the Company to discipline or discharge the
Participant at any time.


 


13.08.      No Guarantee of Tax Consequences.


 


(a)           The Company makes no representations or warranties and
assumes no responsibility as to the tax consequences to any Participant in the
Plan.  Further, payment by the Company to
a Participant (or to a Participant’s Beneficiary or Beneficiaries) in
accordance with the terms of the Plan, including any designation of Beneficiary
on file with the Committee at the time of such Participant’s death, shall be
binding on all interested parties and persons, including such Participant’s
heirs, executors, administrators and assigns, and shall discharge the Company,
its directors, officers and employees from all claims, demands, actions or
causes of action of every kind arising out of or on account of Participant’s
participation in the Plan, known or unknown, for himself or herself, his or her
heirs, executors, administrators and assigns.


 


(b)           No person connected with the
Plan in any capacity, including, but not limited to, the Company and its
directors, officers, agents and employees, makes any representation,
commitment, or guarantee that any tax treatment, including, but not limited to,
Federal, state and local income, estate and gift tax treatment, will be
applicable to any amounts deferred under the Plan, or paid to or for the
benefit of a Participant or Beneficiary under the Plan, or that such tax
treatment will apply to or be available to a Participant or Beneficiary on
account of participation in the Plan.


 


17

















 


(c)           Any agreement executed pursuant to the Plan shall be deemed
to include the above provisions of this Article 13.08.


 


13.09.    Furnishing Information. 
A Participant will cooperate with the Committee by furnishing any and
all information requested by the Committee and take such other actions as may
be requested in order to facilitate the administration of the Plan and the
payments of benefits hereunder, including but not limited to taking such
physical examinations as the Committee may deem necessary.


 


13.10.    Terms.  Whenever any
words are used herein in the masculine, they shall be construed as though they
were in the feminine in all cases where they would so apply; and whenever any
words are used herein in the singular or in the plural, they shall be construed
as though they were used in the plural or the singular, as the case may be, in
all cases where they would so apply.


 


13.11.    Captions.  The captions
of the articles and paragraphs of the Plan are for convenience only and shall
not control or affect the meaning or construction of any of its provisions.


 


13.12.      Governing Law.  The Plan and all determinations made
and actions taken thereunder, to the extent not otherwise governed by federal
law, shall be governed by the laws of the State of Delaware, without reference
to principles of conflict of laws, and construed accordingly.


 


13.13.      Notice. 
Any notice or filing required or permitted to be given to the Committee
under the Plan shall be sufficient if in writing and hand-delivered, or sent by
registered or certified mail, to the address below:


 


Ameriprise Financial, Inc.


360 Ameriprise Financial Center


Minneapolis, Minnesota 55474


Attn:  Vice President, Benefits


 


with a copy to:


 


General Counsel’s Office


 


Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark or the receipt
for registration or certification.


 


Any notice or filing required or permitted to be given to a Participant
under the Plan shall be sufficient if in writing and hand-delivered, or sent by
mail, to the last known address of the Participant.


 


13.14.      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
designated Beneficiaries.


 


18

















 


13.15.      Spouse’s Interest. 
The interest in the benefits hereunder of a spouse of a Participant who
has predeceased the Participant shall automatically pass to the Participant and
shall not be transferable by such spouse in any manner, including but not
limited to such spouse’s will, nor shall such interest pass under the laws of
intestate succession.


 


13.16.      Validity. 
In case any provision of the Plan shall be illegal or invalid for any
reason, said illegality or invalidity shall not affect the remaining parts
hereof, but the Plan shall be construed and enforced as if such illegal or
invalid provision had never been inserted herein.


 


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


 


13.18.      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 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 13.18.  Any
reimbursements shall be paid in accordance with the Company’s Policy Regarding Section 409A
Compliance.


 


*  * 
*  *  *


 


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