Exhibit 10.2


 


AMERIPRISE FINANCIAL


 


DEFERRED COMPENSATION PLAN


 


As Amended and Restated Effective April 1, 2010


 

















 


TABLE OF
CONTENTS


 


	
  ARTICLE 1

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
  TRANSITION RULE

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
  ANNUAL PARTICIPANT
  DEFERRALS

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
  ANNUAL MATCH

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
  ANNUAL DISCRETIONARY
  ALLOCATION

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
  INVESTMENT OPTIONS,
  INVESTMENT ADJUSTMENTS AND TAXES

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
  BENEFICIARY DESIGNATION

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
  DISTRIBUTION OF PLAN
  ACCOUNTS

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9

  	
  LEAVE OF ABSENCE

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
  EFFECTS OF CERTAIN EVENTS

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11

  	
  AMENDMENT AND TERMINATION

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12

  	
  ADMINISTRATION

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE 13

  	
  CLAIMS PROCEDURES

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE 14

  	
  TRUST

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE 15

  	
  MISCELLANEOUS

  	
  20

  



 

















 


AMERIPRISE FINANCIAL


DEFERRED COMPENSATION PLAN


 


As Amended and Restated Effective April 1, 2010


 


Purpose


 


The
purpose of the Plan is to provide specified benefits to a select group of
management or highly compensated Employees who contribute materially to the
continued growth, development and future business success of Ameriprise
Financial, Inc. and its subsidiaries. The Plan shall be unfunded for tax
purposes and for purposes of Title I of ERISA.


 


Article 1


Definitions


 


For
purposes of the Plan, unless otherwise clearly apparent from the context, the
following phrases or terms shall have the meanings indicated in this Article 1:


 


1.01.        “Aggregate Vested Balance” shall
mean, with respect to the Plan Accounts of any Participant as of a given date,
the sum of the amounts that have become vested under all of the Participant’s
Plan Accounts, as adjusted to reflect all applicable Investment Adjustments and
all prior withdrawals and distributions, in accordance with Article 6 of
the Plan and the provisions of the applicable Annual Enrollment Materials.


 


1.02.        “Amended Distribution Election Form”
shall mean the written form required by the Committee to be signed and
submitted by a Participant to effect a permitted change in the Distribution
Election previously made by the Participant under any Distribution Election
Form.


 


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


 


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


 


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


 


1.06.        “Annual Election Form” shall mean
the written form required by the Committee to be signed and submitted by a
Participant in connection with the Participant’s deferral election with respect
to a given Plan Year.


 


1.07.        “Annual Enrollment Forms” shall
mean, for any Plan Year, the Annual Election Form, the Distribution Election Form and
any other forms or documents which may be required of a Participant by the
Committee, in its sole discretion.


 

















 


1.08.        “Annual Enrollment Materials”
shall mean, for any Plan Year, the Annual Enrollment Forms and any other forms,
documents or materials concerning the terms of any Annual Participant Deferral,
Annual Match or Annual Discretionary Allocation for such Plan Year.


 


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


 


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


 


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


 


1.12.        “Beneficiary” shall mean one or
more persons, trusts, estates or other entities, designated in accordance with Article 7,
that are entitled to receive a distribution of a Participant’s Plan Accounts in
the event of the Participant’s death.


 


1.13.        “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.


 


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


 


1.15.        “Change in Control”
shall mean any transaction or series of transactions that constitutes a change
in the ownership or effective control of the Company or a change in the
ownership of a substantial portion of the assets of the Company, in each case
within the meaning of Section 409A.


 


1.16.        “Claimant”
shall have the meaning set forth in Article 13.01.


 


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


 


1.18.        “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 12.02.


 


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


 


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


 


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


 


1.22.        “Designation Date” shall mean the
date or dates as of which a designation of investment directions by a
Participant pursuant to Article 6, or any change in a prior designation of
investment directions by a Participant pursuant to Article 6, shall become
effective.  The Designation Date in any
Plan Year shall be determined by the Committee; provided, however, that each
trading day of the New York Stock Exchange shall be available as a Designation
Date unless the Committee selects different Designation Dates.


 


1.23.        “Disability” shall mean, with
respect to a Participant, the Participant (a) is unable to engage in any
substantial gainful activity by reason of any medically determinable physical
or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, or (b) is,
by reason of any medically determinable physical or mental impairment which can
be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, receiving income replacement benefits for a
period of not less than three months under an accident and health plan covering
Employees of the Participant’s Employer. 
In making its determination, the Committee shall be guided by the
prevailing authorities applicable under Section 409A.


 


1.24.        “Distribution Election” shall
mean an election made in accordance with Article 8.01.


 


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 for a given
Plan Year.


 


1.26.        “Elective Deductions” shall mean
the deductions made from a Participant’s Eligible Compensation for amounts
voluntarily deferred or contributed by the Participant pursuant to all
qualified and non-qualified compensation deferral plans, including, without
limitation, amounts not included in the Participant’s gross income under
Sections 125, 132(f)(4), 402(e)(3) or 402(h) of the Code; provided,
however, that all such amounts would have been payable in cash to the Employee
had there been no such plan.


 


1.27.        “Eligible Compensation” shall
mean, for any Plan Year, the base salary, bonus or other items of compensation,
including any Elective Deductions, designated by the Committee in the
applicable Annual Enrollment Materials as eligible for deferral under the Plan
for such Plan Year.


 


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


 


1.29.        “Employer” shall mean, as
applicable, the Company or any of its subsidiaries listed on Schedule A
attached hereto, as such Schedule A may be amended by the Committee, in its
sole discretion, from time to time.


 


3






 












 


1.30.                        “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.


 


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


 


1.32.                        “Investment
Agent” shall mean the person appointed by the Committee or the Trustee to
invest the Plan Accounts of Participants, or if no person is so designated, the
Committee.


 


1.33.                        “Investment
Option” shall mean a hypothetical investment made available under the Plan
from time to time by the Committee for purposes of valuing Plan Accounts.  In the event that an Investment Option ceases
to exist or is no longer to be an Investment Option, the Committee may
designate a substitute Investment Option for the discontinued hypothetical
investment.


 


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


 


1.35.                        “Participant”
shall mean any eligible Employee (a) who is in a classification of
Employees designated by the Committee to participate in the Plan or who is
otherwise selected by the Committee to participate in the Plan, (b) who
elects to participate in the Plan and signs the applicable Annual Election
Forms or is credited with an Annual Discretionary Allocation under Article 5,
(c) who commences participation in the Plan, and (d) whose
participation in the Plan has not terminated. 
A spouse or former spouse of a Participant shall not be treated as a
Participant in the Plan or have an account balance under the Plan, even if he
or she has an interest in the Participant’s benefits under the Plan as a result
of applicable law or property settlements resulting from legal separation or
divorce.


 


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


 


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


 


1.38.                        “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.


 


1.39.                        “Reporting
Person” shall mean an Employee who is subject to the reporting requirements
of Section 16(a) of the Securities Exchange Act of 1934, as amended.


 


4

















 


1.40.                        “Retirement”
shall mean, with respect to a Participant, the Participant’s Termination of
Employment on or after the date that such Participant becomes Retirement
Eligible.


 


1.41.                        “Retirement
Eligible” shall mean, with respect to a Participant, that the Participant
has attained age 55 and has completed ten or more Years of Service with the
Company or its affiliates.


 


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


 


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


 


1.44.                        “Trust”
shall mean a trust established in accordance with Article 14.


 


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


 


1.46.                        “Unforeseeable
Emergency” shall mean, with respect to a Participant, a severe financial
hardship to the Participant resulting from an illness or accident of the
Participant, the Participant’s spouse, or a dependent (as defined in Section 152(a) of
the Code) of the Participant, loss of the Participant’s property due to
casualty, or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant. In making
its determination, the Committee shall be guided by the prevailing authorities
applicable under Section 409A.


 


1.47.                        “Years of
Service” shall mean the total number of actual or deemed full Plan Years
during which a Participant has been employed by one or more Employers. For
purposes of determining a Participant’s Years of Service, such Participant’s
service with American Express Company will be taken into account if and to the
extent, and in accordance with, the provisions of the Employee Benefits
Agreement by and between American Express Company and the Company, dated as of September 30,
2005.  Any partial Plan Year during which
a Participant has been employed by an Employer shall be counted pro-rata.


 


Article 2


Transition Rule


 


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


 


5

















 


Article 3


Annual Participant Deferrals


 


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


 


3.02.                        Enrollment
Requirements for Annual Participant Deferrals.  As a condition to being eligible to make an
Annual Participant Deferral for any Plan Year, each selected Employee shall
complete, execute and return to the Committee each of the required Annual
Enrollment Forms no later than the last day of the immediately preceding Plan
Year or such earlier date as the Committee may establish from time to time, and
in accordance with the requirements of Section 409A.  The Committee may in its discretion permit a
Newly Eligible Employee to complete, execute and return to the Committee each
of the required Annual Enrollment Forms no later than 30 days following the
date on which such Employee first becomes eligible to participate in the Plan
or such earlier date as the Committee may establish from time to time. An
Employee’s Annual Election Form shall be irrevocable once filed with the
Committee, and may only be suspended pursuant to Article 3.07.


 


3.03.                        Participant
Deferrals.


 


(a)                                  Deferral
Election. The Committee shall have sole discretion to
determine in respect of each Plan Year:  (i) whether
a Participant shall be eligible to make an Annual Participant Deferral; (ii) the
items of Eligible Compensation which may be the subject of any Annual
Participant Deferral for that Plan Year; and (iii) any other terms and
conditions applicable to the Annual Participant Deferral. The Participant’s
election shall be evidenced by an Annual Election Form completed and
submitted to the Committee in accordance with the procedures established by the
Committee, in its sole discretion.  The
amounts deferred by a Participant in respect of services rendered during a Plan
Year shall be referred to collectively as an Annual Participant Deferral and
shall be credited to an Annual Deferral Account established in the name of the
Participant.  A separate Annual Deferral
Account shall be established and maintained for each Annual Participant Deferral.


 


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


 


(c)                                  Deferral
Designations.  A
Participant may designate the amount of the Annual Participant Deferral to be
deducted from his or her Eligible Compensation as specified in the applicable
Annual Enrollment Materials for a given Plan Year, which may provide for


 


6

















 


deferrals to be expressed as
either a percentage or a fixed dollar amount of a specified item of Eligible
Compensation expected by the Participant, as determined by the Committee.  If a Participant designates the Annual
Participant Deferral to be deducted from any item of Eligible Compensation as a
fixed dollar amount and such fixed dollar amount exceeds the amount of such
item of Eligible Compensation actually payable to the Participant, the entire
amount of such item of Eligible Compensation shall be withheld.


 


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


 


3.04.                        Commencement of
Participation. Provided an Employee has met all enrollment
requirements set forth in the Plan in respect of a particular Plan Year and any
other requirements imposed by the Committee, including signing and submitting
all Annual Enrollment Forms to the Committee within the specified time period,
the Employee’s designated deferrals shall commence as of the first day of the
particular Plan Year.  In the case of a
Newly Eligible Employee, designated deferrals shall commence as of the date
such Employee’s Annual Enrollment Forms are received by the Committee, which
shall be no later than 30 days following the date on which such Employee first
became eligible to participate in the Plan, and such Annual Election Form shall
apply only with respect to compensation earned for services performed
subsequent to the time such Annual Election Form is received by the
Committee. For this purpose, an election will be deemed to apply to
compensation paid for services performed subsequent to the time such Annual
Election Form is received by the Committee provided that the election
applies to the portion of the compensation equal to the total amount of the
compensation for the service period multiplied by the ratio of the number of
days remaining in the performance period after the election over the total
number of days in the performance period. If an Employee fails to meet all such
requirements within the specified time period with respect to any Plan Year,
the Employee shall not be eligible to make any deferrals for that Plan Year.


 


3.05.                        Subsequent Plan
Year Participant Deferrals.  The Annual Enrollment Forms submitted by a
Participant in respect of a particular Plan Year will not be effective with
respect to any subsequent Plan Year.  If
an Employee is selected to participate in the Plan for a subsequent Plan Year
and the required Annual Enrollment Forms are not timely delivered for the
subsequent Plan Year, the Participant shall not be eligible to make any
deferrals with respect to such subsequent Plan Year.


 


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


 


3.07.                        Suspension of
Deferrals.


 


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


 


7

















 


required to be made by the
Participant. A petition shall be made on the form required by the Committee to
be used for such request and shall include all financial information requested
by the Committee in order to make a determination on such petition, as
determined by the Committee in its sole discretion. Subject to the requirements
of Section 409A, the Committee shall determine, in its sole discretion,
whether to approve the Participant’s petition. 
If the petition for a suspension is approved, suspension shall take
effect upon the date of approval. Notwithstanding the foregoing, the Committee
shall not have any right to approve a request for suspension of deferrals if
such approval (or right to approve) would cause the Plan to fail to comply
with, or cause a Participant to be subject to a tax under the provisions of Section 409A.


 


(b)                                 Disability.
From and after the date that a Participant is deemed to have suffered a
disability, any standing deferral election of the Participant shall
automatically be suspended and no further deferrals shall be made with respect
to the Participant.  For this purpose,
“disability” shall mean any medically determinable physical or mental
impairment resulting in the Participant’s inability to perform the duties of
his or her position or any substantially similar position, where such
impairment can be expected to result in death or can be expected to last for a
continuous period of not less than six months.


 


(c)                                  Resumption
of Deferrals.  If deferrals
by a Participant have been suspended during a Plan Year due to an Unforeseeable
Emergency or a disability, the Participant will not be eligible to make any
further deferrals in respect of that Plan Year. The Participant may be eligible
to make deferrals for subsequent Plan Years provided the Participant is
selected to make deferrals for such subsequent Plan Years and the Participant
complies with the election requirements under the Plan.


 


Article 4


Annual Match


 


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


 


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


 


8
















 


Match shall be credited to
each Participant’s Annual Match Account; (e) the vesting terms applicable
to such Annual Match; (f) the Investment Option(s) that shall apply
to such Annual Match; and (g) any other terms and conditions applicable to
such Annual Match.


 


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


 


Article 5


Annual Discretionary Allocation


 


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


 


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


 


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


 


9

















 


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


 


Article 6


Investment Options, Investment Adjustments and Taxes


 


6.01.        Investment Options.


 


(a)           The Committee shall establish from
time to time the Investment Option(s) that will be available under the
Plan. At any time, the Committee may, in its discretion, add one or more
additional Investment Options under the Plan, and in connection with any such
addition, may permit Participants to select from among the then-available
Investment Options under the Plan to measure the value of such Participants’
Plan Accounts. In addition, the Committee, in its sole discretion, may
discontinue any Investment Option at any time, and provide for the portions of
Participants’ Plan Accounts and future deferrals designated to the discontinued
Investment Option to be reallocated to another Investment Option(s).


 


(b)           Subject to such limitations,
operating rules and procedures as may from time to time be required by
law; imposed by the Committee, the Trustee or their designated agents;
contained elsewhere in the Plan; or set forth in any Annual Enrollment
Materials, each Participant may communicate to the Investment Agent a direction
(in accordance with this Article 6) as to how his or her Plan Accounts
should be deemed to be invested among the Investment Options made available by
the Committee; provided, however, that a Participant’s ability to select
Investment Options with respect to his or her Annual Match Account and Annual
Discretionary Allocation Account is subject to, and may be limited by, the
Committee’s discretion under Article 4.02 and Article 5.02 to
designate the Investment Options that shall apply to all or a portion of such
Annual Match Account or Annual Discretionary Allocation Account. The
Participant’s investment directions shall designate the percentage (in any
whole percent multiples, which must total 100 percent) of the portion of the
subsequent contributions to the Participant’s Plan Accounts which is requested
to be deemed to be invested in such Investment Options, and shall be subject to
the rules set forth below. The Investment Agent shall invest the assets of
the Participant’s Plan Accounts in accordance with the directions of the
Participant except to the extent that the Committee directs it to the contrary.
The Committee has the authority, but not the requirement, in its sole and
absolute discretion, to direct that a Participant’s Plan Accounts be invested
among such investments as it deems appropriate and advisable, which investments
need not be the same for each Participant.


 


(c)           Any initial or subsequent investment
direction shall be in writing to the Investment Agent on a form supplied by the
Company, or, as permitted by the Investment Agent, may be by oral designation
or electronic transmission designation to the Investment Agent. A designation
shall be effective as of the Designation Date next following the date the
direction is received and accepted by the Investment Agent or as soon thereafter
as administratively practicable, subject to the Committee’s right to override
such direction. The Participant may, if permitted by the Committee, make an
investment direction to the Investment Agent for his or her existing Plan
Accounts as of a Designation Date and a separate investment direction to the


 


10

















 


Investment Agent for
contribution credits to his or her Plan Accounts occurring after the
Designation Date.


 


(d)           All amounts credited to a Participant’s
Plan Accounts shall be invested in accordance with the then effective
investment direction, unless the Committee directs otherwise. Unless otherwise
changed by the Committee, an investment direction shall remain in effect until
the Participant’s Plan Accounts are distributed or forfeited in their entirety,
or until a subsequent investment direction is received and accepted by the
Investment Agent.


 


(e)           If a Participant files an investment
direction with the Investment Agent for his or her existing Plan Accounts as of
a Designation Date which is received and accepted by the Investment Agent and
not overridden by the Committee, then the Participant’s existing Plan Accounts
shall be deemed to be reallocated as of the next Designation Date (or as soon thereafter
as administratively practicable) among the designated Investment Options
according to the percentages specified in such investment direction; provided,
however, that a Participant’s ability to change the Investment Options
applicable to his or her Annual Match Account and Annual Discretionary
Allocation Account are subject to, and may be limited by, the Committee’s
discretion under Article 4.02 and Article 5.02 to designate the
Investment Options that shall apply to all or a portion of such Annual Match
Account or Annual Discretionary Allocation Account. Unless otherwise changed by
the Committee, an investment direction shall remain in effect until the
Participant’s Plan Accounts are distributed or forfeited in their entirety, or
until a subsequent investment direction is received and accepted by the
Investment Agent.


 


(f)            The Committee, in its sole
discretion, may place limits on a Participant’s ability to make changes with
respect to any Investment Options. In addition, in no event shall a Participant
who is a Reporting Person be permitted to allocate any portion of his or her
Plan Accounts to the Company Stock Fund more frequently than quarterly.


 


(g)           If the Investment Agent receives an
initial or subsequent investment direction with respect to Plan Accounts which
it deems to be incomplete, unclear or improper, or which is unacceptable for
some other reason (determined in the sole and absolute discretion of the
Investment Agent), the Participant’s investment direction for such Plan
Accounts then in effect shall remain in effect (or, in the case of a deficiency
in an initial investment direction, the Participant shall be deemed to have
filed no investment direction) until the Participant files an investment
direction for such Plan Accounts acceptable to the Investment Agent.


 


(h)           If the Investment Agent does not
possess valid investment directions covering the full balance of a
Participant’s Plan Accounts or subsequent contributions thereto (including,
without limitation, situations in which no investment direction has been filed,
situations in which the investment direction is not acceptable to the
Investment Agent under Article 6.01(g), or situations in which some or all
of the Participant’s designated investments are no longer permissible
Investment Options), the Participant shall be deemed to have directed that the
undesignated portion of the Plan Accounts be invested in a money-market fund or
similar short-term investment fund; provided, however, the Committee may
provide for the undesignated portion to be allocated to or among the Investment
Option(s) that the Participant did designate in the same proportion as the
designated portion, or may provide for any other allocation method it deems
appropriate, in its discretion.


 


11

















 


(i)            None of the Company, its directors
and employees (including, without limitation, each member of the Committee),
and the Trustee, and their designated agents and representatives, shall have
any liability whatsoever for the investment of a Participant’s Plan Accounts,
or for the investment performance of a Participant’s Plan Accounts. Each
Participant hereunder, as a condition to his or her participation hereunder,
agrees to indemnify and hold harmless the Company, its directors and employees
(including, without limitation, each member of the Committee), and the Trustee,
and their designated agents and representatives, from any losses or damages of
any kind (including, without limitation, lost opportunity costs) relating to
the investment of a Participant’s Plan Accounts. The Investment Agent shall
have no liability whatsoever for the investment of a Participant’s Plan
Accounts, or for the investment performance of a Participant’s Plan Accounts,
other than as a result of the failure to follow a valid and effective
investment direction. Each Participant hereunder, as a condition to his or her
participation hereunder, agrees to indemnify and hold harmless the Investment
Agent, and its agents and representatives, from any losses or damages of any
kind (including, without limitation, lost opportunity costs) relating to the
investment of a Participant’s Plan Accounts, other than as a result of the
failure to follow a valid and effective investment direction.


 


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


 


6.02.        Adjustment of Plan Accounts.  While a Participant’s Plan Accounts do not
represent the Participant’s ownership of, or any ownership interest in, any
particular assets, the Participant’s Plan Accounts shall be adjusted in
accordance with the Investment Option(s), subject to the conditions and
procedures set forth herein or established by the Committee from time to time.
Any notional cash earnings generated under an Investment Option (such as
interest and cash dividends and distributions) shall, at the Committee’s sole
discretion, either be deemed to be reinvested in that Investment Option or
reinvested in one or more other Investment Option(s) designated by the
Committee. All notional acquisitions and dispositions of Investment Options
under a Participant’s Plan Accounts shall be deemed to occur at such times as
the Committee shall determine to be administratively feasible in its sole
discretion and the Participant’s Plan Accounts shall be adjusted
accordingly.  In addition, a
Participant’s Plan Accounts may be adjusted from time to time, in accordance
with procedures and practices established by the Committee, in its sole
discretion, to reflect any notional transactional costs and other fees and
expenses relating to the deemed investment, disposition or carrying of any
Investment Option for the Participant’s Plan Accounts.


 


6.03.        FICA and Other Taxes.


 


(a)           Withholding.
 For each Plan Year in which an Annual
Participant Deferral is being withheld from a Participant or in which an Annual
Match or Annual Discretionary Allocation credited on behalf of a Participant
vests, the Participant’s Employer(s) shall withhold from the Participant’s
other compensation payable by the Employer(s) to the Participant, in a
manner determined by the Employer(s), the Participant’s share of FICA and other
employment taxes. If the Committee determines that such portion may not be
sufficient to cover the amount


 


12

















 


of the applicable
withholding, then to the extent permissible under Section 409A, the
Committee may reduce the Annual Participant Deferral to the extent necessary,
as determined by the Committee in its sole discretion, for the Participant’s
Employer to comply with applicable withholding requirements.


 


(b)           Distributions.  The Participant’s Employer(s), or the
Trustee, shall withhold from any payments made to a Participant under the Plan
all federal, state and local income, employment and other taxes required to be
withheld by the Employer(s), or the Trustee, in connection with such payments,
in amounts and in a manner to be determined in the sole discretion of the
Employer(s) and the Trustee.


 


Article 7


Beneficiary Designation


 


7.01.        Beneficiary.  The Committee shall determine, in its sole
discretion, whether a Participant shall have the right 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. Provided that the Committee provides for a
Beneficiary designation, 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 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.        Acceptance.  No designation or change in designation of a
Beneficiary shall be effective until received and accepted by the Committee.


 


7.04.        No Beneficiary Designation.  If a Participant fails to designate a
Beneficiary as provided above, if the Committee does not provide for Beneficiary
designation or if the designated Beneficiary predeceases the Participant, then
the benefits remaining under the Plan to be paid to a Beneficiary shall be
payable to the person or persons surviving the Participant in the following
order: (a) the Participant’s spouse, if he or she was married at the time
of death; or (b) 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.        Prior Beneficiary
Designations Void.  Any
beneficiary designations made under the Plan or any predecessor arrangement
thereto prior to December 1, 2009 shall be null and


 


13
















 


void. Any Participant who
made a beneficiary designation prior to such date must complete and sign a
Beneficiary Designation Form and return it to the Committee pursuant to
this Article.


 


7.07.        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


Distribution of Plan Accounts


 


8.01.        Distribution Elections.


 


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


 


(b)           Subsequent
Elections.  Subject to any
restrictions that may be imposed by the Committee, a Participant may amend his
or her Distribution Election with respect to any Plan Account by completing and
submitting to the Committee within such time frame as the Committee may
designate, an Amended Distribution Election Form; provided, however, that such
Amended Distribution Election Form (i) is submitted no later than a
date specified by the Committee in accordance with the requirements of Section 409A,
(ii) shall not take effect until 12 months after the date on which such
Amended Distribution Election Form becomes effective, and (iii) specifies
a new distribution date (or a new initial distribution date in the case of
installment distributions) that is no sooner than five years after the original
distribution date (or the original initial distribution date in the case of
installment distributions), or such later date specified by the Committee.


 


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


 


8.03.        Form of Payment.  Distributions under the Plan shall be paid in
cash; provided, however, that the Committee may provide, in its discretion,
that any distribution attributable to the portion of a Plan Account that is
deemed invested in the Company Stock Fund shall be paid in shares of Company
Stock; provided, further, that any shares of Company Stock paid out under the
Plan will be deemed to have been distributed under the Ameriprise Financial 2005
Incentive Compensation Plan, as amended from time to time, or any successor
thereto, and will count against the limit on the number of shares of Company
Stock available for distribution thereunder.


 


14

















 


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


 


Article 9


Leave of Absence


 


9.01.        Paid Leave of Absence.  If a Participant is authorized by the
Participant’s Employer for any reason to take a paid leave of absence from the
employment of the Employer, the Participant shall continue to be considered
employed by the Employer and the appropriate amounts shall continue to be
withheld from the Participant’s compensation pursuant to the Participant’s then
current Annual Election Form.


 


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


 


Article 10


Effects of Certain Events


 


10.01.      Death.  In the case of a Participant’s death, all
amounts credited to the Plan Accounts of the affected Participant shall be 100
percent vested. Notwithstanding anything to the contrary in a Participant’s
Distribution Election or otherwise, if a Participant dies before he or she has
received a complete distribution of his or her Plan Accounts, the Participant’s
Beneficiary shall receive the balance of the Participant’s Plan 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 by such later date permissible under
Section 409A.


 


10.02.      Disability.  In the case of a Participant’s Disability, all
amounts credited to the Participant’s Plan Accounts shall be 100 percent
vested.  Notwithstanding anything to the
contrary in a Participant’s Distribution Election or otherwise, a Participant
suffering a Disability shall receive the balance of his or her Plan Accounts,
which shall be paid in a lump sum within 90 days of the date that the
Participant became disabled.


 


10.03.      Retirement.  In the case of a Participant becoming Retirement
Eligible, all amounts credited to the Plan Accounts of such Participant shall
become immediately 100 percent vested. In the event of a Participant’s
Retirement, the balance of the Participant’s Plan Accounts will be paid out in
either a lump sum, or two to ten substantially equivalent annual installments,
as specified by the Participant in his or her Distribution Election, in each
case commencing, in accordance with administrative guidelines determined by the
Committee, on June 30th of the year following the year of the
Participant’s Retirement.


 


15

















 


10.04.      Other Termination of
Employment.  As of the
date of a Participant’s Termination of Employment for any reason other than
Retirement, Disability or death, the amounts credited to each of the
Participant’s Plan Accounts shall be reduced by the amount which has not become
vested in accordance with the vesting provisions set forth herein and in the
Annual Enrollment Materials applicable to such Plan Account, and such unvested
amounts shall be forfeited by the Participant. Notwithstanding anything to the
contrary in a Participant’s Distribution Election or otherwise, in the event of
a Participant’s Termination of Employment for any reason other than Retirement,
Disability or death, the portion of the Participant’s Aggregate Vested Balance
will be paid out in either a lump sum, or two to five substantially equivalent
annual installments, as specified by the Participant in his or her Distribution
Election, in each case commencing, in accordance with administrative guidelines
determined by the Committee, on June 30th of the year following the year
of the Participant’s Termination of Employment. 
Notwithstanding anything to the contrary in a Participant’s Distribution
Election or otherwise, in the event that the Participant specified in his or
her Distribution Election for a Plan Account to be paid out in more than five
installments, such Participant’s Distribution Election for such Plan Account
shall be deemed to specify five annual installments for purposes of this Article 10.04.


 


10.05.      Change in Control.  Upon the occurrence of a Change in Control of
the Company, all amounts credited to any and all Plan Accounts of each
Participant as of the effective date of such Change in Control shall become
immediately 100 percent vested. 
Notwithstanding anything to the contrary set forth in a Participant’s
Annual Distribution Election Form or the Plan, upon the occurrence of a
Change in Control, the Company will distribute all previously undistributed
Plan Accounts to Participants as soon as administratively practicable following
the effective date of such Change in Control, but in no event later than 90
days thereafter.


 


10.06.      Unforeseeable Emergency.  In the event that a Participant experiences
an Unforeseeable Emergency, the Participant may petition the Committee to
receive a partial or full payout of amounts credited to one or more of the
Participant’s Plan Accounts. The Committee shall determine, in its sole
discretion, whether the requested payout shall be made, the amount of the
payout and the Plan Accounts from which the payout will be made; provided,
however, that the payout shall not exceed the lesser of the Participant’s
Aggregate Vested Balance or the amount reasonably needed to satisfy the
Unforeseeable Emergency plus amounts necessary to pay taxes reasonably
anticipated as a result of the distribution. In making its determination under
this Article 10.06, the Committee shall be guided by the requirements of Section 409A
and any other related prevailing legal authorities, and the Committee shall
take into account the extent to which a Participant’s Unforeseeable Emergency
is or may be relieved through reimbursement or compensation by insurance or
otherwise or by the liquidation by the Participant of his or her assets (to the
extent the liquidation of such assets would not itself cause severe financial
hardship).  If, subject to the sole
discretion of the Committee, the petition for a payout is approved, the payout
shall be made within 90 days of the date of the Unforeseeable Emergency.


 


10.07.      Event of Taxation.  If, for any reason, all or any portion of a
Participant’s benefit under the Plan becomes taxable to the Participant prior
to receipt, a Participant may petition the Committee before a Change in
Control, or the Trustee after a Change in Control, for a distribution of the
state, local or foreign taxes owed on that portion of his or her benefit that
has become taxable.  Upon the grant of
such a petition, which grant shall not be unreasonably withheld, a
Participant’s Employer shall, to the extent permissible under Section 409A,
distribute


 


16

















 


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.


 


10.08.      Plan Termination.  In the event of a termination of the Plan
pursuant to Article 11.02 as it relates to any Participant, then subject
to Article 8.02, all amounts credited to each of the Plan Accounts of each
affected Participant shall be 100 percent vested and shall be paid in a lump
sum to the Participant or, in the case of the Participant’s death, to the
executor or personal representative of the Participant’s estate.  Such lump-sum payment shall be made 13 months
after such termination (or such earlier or later date permitted under Section 409A),
notwithstanding any elections made by the Participant, and the Annual Election
Forms relating to each of the Participant’s Plan Accounts shall terminate upon
full payment of such Aggregate Vested Balance, except that neither the Company
nor any Employer shall have any right to so accelerate the payment of any
amount to the extent such right would cause the Plan to fail to comply with, or
cause a Participant to be subject to a tax under, the provisions of Section 409A.


 


Article 11


Amendment and Termination


 


11.01.      Amendment.  The Company may, at any time, amend or modify
the Plan in whole or in part with respect to any or all Employers by the
actions of the Committee; provided, however, that (a) no amendment or
modification shall be effective to decrease or restrict the value of a
Participant’s Aggregated Vested Balance in existence at the time the amendment
or modification is made, calculated as if the Participant had experienced a
Termination of Employment as of the effective date of the amendment or modification;
(b) no amendment or modification may be made if such amendment or
modification would cause the Plan to fail to comply with, or cause a
Participant to be subject to tax under the provisions of Section 409A; and
(c) except as specifically provided in Article 11.02, no amendment or
modification shall be made after a Change in Control which adversely affects
the vesting, calculation or payment of benefits hereunder or diminishes any
other rights or protections any Participant would have had but for such
amendment or modification, unless each affected Participant consents in writing
to such amendment.


 


11.02.      Termination.  Although an Employer may anticipate that it
will continue the Plan for an indefinite period of time, there is no guarantee
that any Employer will continue the Plan or will not terminate the Plan at any
time in the future.  Accordingly, each
Employer reserves the right to discontinue its sponsorship of the Plan and to
terminate the Plan, at any time, with respect to its participating Employees by
action of its board of directors, and the Company may at any time terminate an
Employer’s participation in the Plan; provided, however, that (a) all
plans that are aggregated with the Plan for purposes of Section 409A are
also terminated, and (b) the Plan is not terminated proximate to a
downturn in the financial health of the Employer, or any entity other than the
Employer with whom the Employer would be considered a single employer under
Sections 414(b) or 414(c) of the Code. In the event of a termination
described in this Article 11.02, no new deferred compensation plans may be
established by the Employer for


 


17

















 


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 12


Administration


 


12.01.      Committee Duties.  This Plan shall be administered by the
Committee. Members of the Committee may be Participants under the Plan.  The Committee shall also have the discretion
and authority to (a) make, amend, interpret, and enforce all appropriate rules and
regulations for the administration of the Plan, and (b) decide or resolve
any and all questions including interpretations of the Plan, as may arise in
connection with the Plan. Any individual serving on the Committee who is a
Participant shall not vote or act on any matter relating solely to himself or
herself.  When making a determination or
calculation, the Committee shall be entitled to rely on information furnished
by a Participant or the Company.


 


12.02.      Agents.  In the administration of the Plan, the
Committee may, from time to time, employ agents and delegate to them such
administrative duties as it sees fit (including acting through a duly appointed
representative) and may from time to time consult with counsel who may be
counsel to any Employer.


 


12.03.      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.


 


12.04.      Indemnity of Committee.  All Employers shall indemnify and hold
harmless the members of the Committee, and any agent to whom duties of the
Committee may be delegated, against any and all claims, losses, damages,
expenses or liabilities arising from any action or failure to act with respect
to the Plan, except in the case of willful misconduct by the Committee or any
of its members or any such agent.


 


12.05.      Employer Information.  To enable the Committee to perform its
functions, each Employer shall supply full and timely information to the
Committee on all matters relating to the compensation of its Participants, the
date and circumstances of the Retirement, Disability, death or Termination of
Employment of its Participants, and such other pertinent information as the
Committee may reasonably require.


 


Article 13


Claims Procedures


 


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


 


18
















 


arise occurred.  The claim must state with particularity the
determination desired by the Claimant.


 


13.02.      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 13.03.


 


13.03.      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.


 


13.04.      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.


 


13.05.      Arbitration.  A Claimant’s compliance with the foregoing
provisions of this Article 13 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 this Plan, neither a Participant nor the Company shall
have a right: (a) to arbitrate a Claim on a class action basis or in a
purported representative capacity on behalf of any Participants, employees,
applicants or other persons similarly situated; (b) to join or to


 


19

















 


consolidate in an
arbitration Claims brought by or against another Participant, employee,
applicant or the Participant, unless otherwise agreed to in writing by the
Participant and the Company; (c) to litigate any Claims in court or to
have a jury trial on any Claims; and (d) to participate in a
representative capacity or as a member of any class of claimants in an action
in a court of law pertaining to any Claims. 
Nothing in this Plan relieves a Participant or the Company from any
obligation the Participant or the Company may have to exhaust certain
administrative remedies before arbitrating any claims or disputes under this Article 13.05.
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 13 that are above and beyond the filing fees
of the federal or state court in the jurisdiction in which the dispute arises,
whichever is less.  A Participant or the
Company shall each be responsible for their own costs of legal representation,
if any, except where such costs of legal representation may be awarded as a
statutory remedy by the arbitrator.  Any
award by an arbitration panel shall be final and binding upon a Participant or
the Company. Judgment upon the award may be entered by any court having
jurisdiction thereof or having jurisdiction over the relevant party or its
assets.  This provision is covered and
enforceable under the terms of the Federal Arbitration Act.


 


Article 14


Trust


 


14.01.      Establishment of the Trust. The
Company may establish one or more Trusts to which the Employers may transfer
such assets as the Employers determine in their sole discretion to assist in
meeting their obligations under the Plan.


 


14.02.      Interrelationship of the Plan and the
Trust.  The provisions of the Plan
and the relevant Annual Enrollment Materials shall govern the rights of a
Participant to receive distributions pursuant to the Plan.  The provisions of the Trust shall govern the
rights of the Employers, Participants and the creditors of the Employers to the
assets transferred to the Trust.


 


14.03.      Distributions from the Trust. Each
Employer’s obligations under the Plan may be satisfied with Trust assets
distributed pursuant to the terms of the Trust, and any such distribution shall
reduce the Employer’s obligations under the Plan.


 


Article 15


Miscellaneous


 


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


 


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as a device for the
measurement and determination of amounts to be paid under the Plan. No Plan
Accounts, credits or other adjustments under the Plan shall be interpreted as
an indication that any benefits under the Plan are in any way funded.


 


15.02.      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 8, to the extent that a distribution to a Participant who is a
Specified Employee at the time of his or her Termination of Employment is
required to be delayed by six months pursuant to Section 409A, such
distribution shall be made no earlier than the first day of the seventh month
following the Participant’s Termination of Employment.  The amount of such payment will equal the sum
of the payments that would have been paid to the Specified Employee during the
six-month period immediately following the Specified Employee’s Termination of
Employment had the payment commenced as of such date.  If the Specified Employee elected to receive
installment payments, the remaining balance of the Specified Employee’s Plan
Accounts shall be paid in substantially equivalent installments. For purposes
of this paragraph, “Specified Employee” shall mean a key employee as defined
under Section 409A, as determined in accordance with the Company’s Policy
Regarding Section 409A Compliance.


 


15.03.      Offsets. Notwithstanding anything
in the Plan to the contrary, to the maximum extent permissible by Section 409A
and applicable law, any amount otherwise due or payable under the Plan may be
forfeited, or its payment suspended, 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. No amounts shall be offset against a Participant’s Plan Accounts
prior to the date on which the offset amounts would otherwise be distributed to
the Participant unless otherwise permitted by Section 409A.  An offset shall be made only to the extent
and in the manner permitted by the Company’s Policy Regarding Section 409A
Compliance.


 


15.04.      Unsecured General Creditor.  Participants and their beneficiaries, heirs,
successors and assigns shall have no legal or equitable rights, interests or
claims in any property or assets of an Employer. For purposes of the payment of
benefits under the Plan, any and all of an Employer’s, assets, shall be, and
remain, the general, unpledged unrestricted assets of the Employer. An
Employer’s obligation under the Plan shall be merely that of an unfunded and
unsecured promise to pay money in the future.


 


15.05.      Other Benefits and Agreements. The
benefits provided for a Participant under the Plan are in addition to any other
benefits available to such Participant under any other plan or program for
employees of the Participant’s Employer. The Plan shall supplement and shall
not supersede, modify or amend any other such plan or program except as may
otherwise be expressly provided.


 


21

















 


15.06.      Employer’s Liability. An Employer’s
liability for the payment of benefits shall be defined only by the Plan and the
Annual Enrollment Forms, as entered into between the Employer and a
Participant. An Employer shall have no obligation to a Participant under the
Plan except as expressly provided in the Plan and his or her Annual Enrollment
Forms.


 


15.07.      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.


 


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


 


15.09.      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.


 


15.10.      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.


 


15.11.      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.


 


15.12.      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.


 


22

















 


15.13.      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.


 


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


 


15.15.      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.


 


15.16.      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.


 


15.17.      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.


 


15.18.      Insurance. The Employers, on their
own behalf or on behalf of the Trustee, and, in their sole discretion, may
apply for and procure insurance on the life of the Participant, in such amounts
and in such forms as the Trust may choose. The Employers or the Trustee, as the
case may be, shall be the sole owner and beneficiary of any such insurance. The
Participant shall have no interest whatsoever in any such policy or policies,
and at the request of the Employers


 


23

















 


shall submit to medical
examinations and supply such information and execute such documents as may be
required by the insurance company or companies to whom the Employers have
applied for insurance.


 


15.19.      Legal Fees To Enforce Rights After
Change in Control. The Company and each Employer is aware that upon the
occurrence of a Change in Control, the Board or the board of directors of the
Participant’s Employer (which might then be composed of new members) or a
stockholder of the Company or the Participant’s Employer, or of any successor
corporation might then cause or attempt to cause the Company or the
Participant’s Employer or such successor to refuse to comply with its
obligations under the Plan and might cause or attempt to cause the Company or
the Participant’s Employer to institute, or may institute, arbitration or
litigation seeking to deny Participants the benefits intended under the
Plan.  In these circumstances, the
purpose of the Plan could be frustrated. Accordingly, if, following a Change in
Control, it should appear to any Participant that the Company, the
Participant’s Employer or any successor corporation has failed to comply with
any of its obligations under the Plan or any agreement thereunder, or if the
Company, such Employer or any other person takes any action to declare the Plan
void or unenforceable or institutes any arbitration, litigation or other legal
action designed to deny, diminish or to recover from any Participant the
benefits intended to be provided, then the Company and the Participant’s
Employer irrevocably authorize such Participant to retain counsel of his or her
choice at the expense of the Company and the Employer (who shall be jointly and
severally liable) to represent such Participant in connection with the initiation
or defense of any arbitration, litigation or other legal action, whether by or
against the Company, the Participant’s Employer or any director, officer,
stockholder or other person affiliated with the Company, the Participant’s
Employer or any successor thereto in any jurisdiction; provided, however, that
in the event that the trier in any such legal action determines that the
Participant’s claim was not made in good faith or was wholly without merit, the
Participant shall return to the Company any amount received pursuant to this Article 15.19.
Any reimbursements shall be paid in accordance with the Company’s Policy
Regarding Section 409A Compliance.


 


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


 


* * * * *


 


24

















 


Ameriprise Financial

Deferred Compensation Plan


 


Schedule A


January 1, 2009


 


Employers


 


·                  Ameriprise
Bank, FSB


·                  Ameriprise
Enterprise Investment Services, Inc.


·                  Ameriprise
Financial Services Inc.


·                  RiverSource
Distributors, Inc.


·                  RiverSource
Investments, LLC


·                  RiverSource
Service Corporation


·                  RiverSource
Life Insurance Company


·                  RiverSource
Life Insurance Co. of New York


·                  IDS Property
Casualty Insurance Company


·                  Ameriprise
Trust Company


·                  Ameriprise
Advisor Services, Inc.


·                  J.& W.
Seligman & Co. Incorporated


·                  Seligman
Services, Inc.


·                  Seligman
Advisors, Inc.


·                  Threadneedle
Investments North America, LLC