Exhibit 10.27


 


AMERIPRISE FINANCIAL


 


DEFERRED EQUITY PROGRAM


 


FOR INDEPENDENT FINANCIAL ADVISORS


 


 


Adopted effective as of September 30, 2005


 


 

















 


AMERIPRISE FINANCIAL


DEFERRED EQUITY PROGRAM


FOR INDEPENDENT FINANCIAL ADVISORS


 


Adopted effective as of September 30, 2005


 


Purpose


 


The purpose of the Plan
is to provide a means for the deferral by Eligible Financial Advisors of GDC. This
Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA.


 


Article 1


 


Definitions


 


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


 


1.01             “Account Adjustment” shall mean an
adjustment made to the balance of any Plan Account in accordance with Section 3.05
hereof.


 


1.02             “Advisor” shall mean an independent
contractor who is a party to an effective Franchise Agreement.


 


1.03             “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 Account Adjustments and all
prior withdrawals and distributions, in accordance with Article 4 of the Plan
and the provisions of the applicable Enrollment Forms.


 


1.04             “Amended Beneficiary Designation Form”
shall mean the Amended Beneficiary Designation Form required by the Committee
to be signed and submitted by a Participant to effect a permitted change in the
designation of a Participant’s Beneficiary or Beneficiaries previously made by
the Participant under any Beneficiary Designation Form.


 


1.05             “Annual Deferral Account” shall mean a
notional, bookkeeping account established under the Plan to reflect the amount
credited in a Plan Year with respect to a Participant’s elective deferral for
such Plan Year in accordance with Sections 3.01 and 3.02 of the Plan, as
adjusted to reflect all applicable dividend crediting pursuant to Section 3.04
and Account Adjustments pursuant to Section 3.05 hereof.


 


1.06             “Annual Election Form” shall mean the
Annual Election Form required by the Committee to be signed and submitted by a
Participant by the December 31 


 

















 


immediately
preceding the start of each Plan Year in connection with the Participant’s
Annual Participant Deferral Percentage election with respect to a given Plan
Year.


 


1.07             “Annual Participant Deferral Percentage”
shall mean the percentage of GDC a Participant elects to defer in respect of a
particular Plan Year pursuant to Section 3.01(a).


 


1.08             “Annual Stock Match” shall mean the
aggregate amount credited to a Participant in respect of a particular Plan Year
pursuant to Section 3.03 hereof.


 


1.09             “Annual Stock Match Account” shall mean a
notional, bookkeeping account established under the Plan to reflect the amount
credited in a Plan Year with respect to a Participant’s Annual Stock Match for
a such Plan Year in accordance with Section 3.03 of the Plan, as adjusted to
reflect all applicable dividend crediting pursuant to Section 3.04 and Account
Adjustments pursuant to Section 3.05 hereof.


 


1.10             “Beneficiary” shall mean one or more
persons, trusts, estates or other entities, designated in accordance with
Article 6 hereof, that are entitled to receive a Participant’s Aggregate Vested
Balance under the Plan in the event of the Participant’s death.


 


1.11             “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.


 


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


 


1.13             “Change in Control” has the meaning set
forth in Section 4.03(a) herein.


 


1.14             “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.


 


1.15             “Committee” shall mean the Compensation
and Benefits Committee of the Company or such other committee designated by the
Board to administer the Plan.


 


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


 


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


 


1.18             “Disability” shall have the meaning set
forth in Section 409A of the Code.


 


1.19             “Distribution Election” shall mean an
irrevocable election made in accordance with Section 4.01 hereof.


 


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1.20             “Distribution Election Form” shall mean
the Distribution Election Form required by the Committee to be signed and
submitted by a Participant with respect to a Distribution Election for a given
Plan Year.


 


1.21             “Elected Amount” shall mean the aggregate
amount a Participant elects to defer in respect of a particular Plan year
pursuant to Section 3.01(a).


 


1.22             “Eligible Financial Advisor” shall mean
an Advisor who meets eligibility criteria established by the Committee to
participate in the Plan for a given Plan Year.


 


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


 


1.24             “ERISA” shall mean the Employee Retirement
Income Security Act of 1974, as it may be amended from time to time.


 


1.25             “Financial Planning GDC” shall mean GDC
from any financial plan account governed by an ADV that requires an annual
written deliverable.


 


1.26             “Franchise Agreement” shall mean an
Independent Advisor Business Franchise Agreement, including all addenda and
amendments thereto, entered into between a Participating Company and an
Advisor.


 


1.27             “GDC” shall mean a Participant’s gross
dealer concessions which shall be expressed in U.S. dollars.


 


1.28             “Investment Benchmark” shall mean a
benchmark made available under the Plan from time to time by the Committee for
purposes of valuing Plan Accounts.


 


1.29             “Mandatory Early Distribution” shall mean
the portion of a Participant’s Elected Amount paid to the Participant by a
Participating Company in accordance with Section 3.05(b) hereof.


 


1.30             “Market Value” of a share of Company
Stock shall mean the fair market value thereof, with respect to dividends paid
on Company Stock, Elected Amounts and payments made pursuant to Section 3.05(b)
hereof, as the case may be, which shall be the price per common share which is
equal to the closing price per common share of Company Stock on the NYSE as of
the date of determination. If at any time the Company Stock is no longer listed
or traded on the NYSE, the Market Value shall be calculated in such manner as
may be determined by the Committee from time to time.


 


1.31             “NASD” shall mean the National
Association of Securities Dealers, Inc.


 


1.32             “NYSE” shall mean the New York Stock
Exchange, Inc.


 


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1.33             “Participant” shall mean any Eligible
Financial Advisor (i) who elects to participate in the Plan, (ii) who signs the
applicable Enrollment Forms, (iii) whose signed Enrollment Forms are accepted
by the Committee, (iv) who commences participation in the Plan, and (v) whose
participation in the Plan has not terminated. A spouse or former spouse of a
Participant shall not be treated as a Participant in the Plan or have an
account balance under the Plan, even if he or she has an interest in the
Participant’s benefits under the Plan as a result of applicable law or property
settlements resulting from legal separation or divorce.


 


1.34             “Participating Company” shall mean the
Company and each of its subsidiaries listed on Schedule A attached hereto, as
such Schedule A may be amended by the Committee, in its sole discretion, from
time to time.


 


1.35             “Person” means a “person” as such term is
used in Section 13(d) and 14(d) of the Exchange Act, including any “group”
within the meaning of Section 13(d)(3) under the Exchange Act.


 


1.36             “Plan” shall mean the Ameriprise
Financial Deferred Equity Program for Independent Financial Advisors, which
shall be evidenced by this instrument and by each Enrollment Form, as they may
be amended from time to time.


 


1.37             “Plan Accounts” shall mean the Annual
Deferral Accounts and Annual Stock Match Accounts, established under the Plan
for a Participant.


 


1.38             “Plan Year” shall mean a period with a
duration defined by the Committee from time to time under the Plan.


 


1.39             “Qualified Transition” shall mean with
respect to a Participant, at any time after January 20, 2009:  (i) a transfer of 100% of such Participant’s
interest in his or her Individual Financial Advisor Business (as such term is
defined in the Franchise Agreement) and in all client accounts and (ii)
Termination of Franchise Agreement; provided that such Participant meets the
Rule of 60 and remits to the Company a signed non-competition and
non-solicitation and general release provided by the Company.


 


1.40             “Reference Date” shall mean the date used
to determine the Market Value of a share of Company Stock for purposes of
determining the number of Share Units to be credited to a Participant’s Plan
Accounts, which date shall be, unless otherwise determined by the Committee and
approved by the Board:  (a) with respect
to dividend payments, the date dividends are paid on Company Stock, (b) with
respect to the Elected Amounts, the last trading day prior to and including the
last day of a given Service Period, and (c) with respect to any payments
pursuant to Section 3.05 (b), the last trading day of the January that includes
the last day of the Plan Year to which the relevant deferrals relate.


 


1.41             “Rule of 60” shall mean that the sum of a
Participant’s Years of Association and age must be at least 60.


 


1.42             “Securities Act” means the Securities Act
of 1933, as amended.


 


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1.43             “Service Period” shall mean any of the
biweekly periods of a Plan Year, the first of which begins on the first day of
such Plan Year.


 


1.44             “Settlement Date” shall mean, unless
otherwise determined by the Committee, the date on which shares of Company
Stock shall be delivered in settlement of Share Units in accordance with
Article 4 hereof.


 


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


 


1.46             “Stock Match Crediting Date” shall mean
with respect to any Plan Year, the date used to determine the Stock Match
Market Value of a share of Company Stock for purposes of determining the number
of Share Units to be credited in respect of such Plan Year to a Participant’s
Annual Stock Match Account, which date shall be, unless otherwise determined by
the Committee and approved by the Board, the last trading day of February
following the end of the applicable Plan Year.


 


1.47             “Stock Match Market Value” of a share of
Company Stock with respect to Annual Stock Matches shall mean the fair market
value thereof, which shall be the price per common share which is equal to the
average closing price per common share of Company Stock on the NYSE during the
five trading days immediately preceding the date of determination. If at any
time the Company Stock is no longer listed or traded on the NYSE, the Stock
Match Market Value shall be calculated in such manner as may be determined by
the Committee from time to time.


 


1.48             “Termination of Franchise Agreement”
shall mean, with respect to a Participant, the termination of such Participant’s
Franchise Agreement and the subsequent provision of all services to a
Participating Company or any of their affiliates, if applicable, voluntarily or
involuntarily, under circumstances that would constitute a “separation from
service” for purposes of Section 409A of the Code.


 


1.49             “T & O Plan Account” shall mean the
account to which amounts received and adjusted pursuant to the terms of the
Transition and Opportunity Stock Program.


 


1.50             “Transition and Opportunity Stock Program”
shall mean the one-time stock bonus program offered by the Company in 2005 to
eligible Advisors.


 


1.51             “Trust” shall mean the trust established
in accordance with Article 11 of the Plan.


 


1.52             “Vesting Date” with respect to the
deferred amounts in a Participant’s Plan Accounts for a given Plan Year, the
first January 1st following the last day of the Plan Year to which
any such Plan Account relates.


 


1.53             “Voting Securities” means, at any time,
the Company’s then outstanding voting securities.


 


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1.54             “Years of Association” shall mean the years
that a Participant has been affiliated with as an independent advisor, or
employed by, the Company, the Company’s predecessors, any Participating Company
and, solely with respect to affiliation or employment prior to September 30,
2005, American Express Company and its affiliates.


 


Article 2


 


Eligibility, Selection, Enrollment


 


2.01                         Eligibility. Participation in the Plan
shall be limited to Eligible Financial Advisors. If an Eligible Financial
Advisor is permitted to defer Elected Amounts and/or receive an Annual Stock
Match in respect of a particular Plan Year, he or she will not automatically be
entitled to defer an Elected Amount or receive an Annual Stock Match for any
subsequent Plan Year, unless such Eligible Financial Advisor again meets
eligibility criteria as established by the Committee for such subsequent Plan
Year.


 


2.02                         Enrollment Requirements. As a condition
to being eligible to defer an Elected Amount for any Plan Year, each Eligible
Financial Advisor shall complete, execute and return to the Committee each of
the required Enrollment Forms no later than the December 31 immediately
preceding any such Plan Year (or such earlier date as the Committee may
establish from time to time).


 


2.03                         Commencement of Participation. Provided
an Eligible Financial Advisor in respect of a particular Plan Year has met all
enrollment requirements set forth in the Plan and any other requirements
imposed by the Committee, including signing and submitting all Enrollment Forms
to the Committee within the specified time period, the Eligible Financial
Advisor’s designated deferrals with respect to such Plan Year shall commence as
of the date established by the Committee in its sole discretion. If an Eligible
Financial Advisor fails to meet all such requirements within the specified time
period with respect to a Plan Year, such Eligible Financial Advisor shall not
be eligible to defer an Elected Amount or receive an Annual Stock Match under
the Plan with respect to such Plan Year.


 


2.04                         Subsequent Elections. The Enrollment
Forms submitted by a Participant in respect of a particular Plan Year will not
be effective with respect to any subsequent Plan Year, except that the
Beneficiary Designation Form on file with the Committee will remain effective
for all subsequent Plan Years unless and until an Amended Beneficiary
Designation Form is submitted to the Committee. If an Eligible Financial
Advisor is eligible to participate in the Plan for a subsequent Plan Year and
the required Enrollment Forms are not timely delivered for the subsequent Plan
Year, the Participant shall not be eligible to defer an Elected Amount or
receive an Annual Stock Match under the Plan with respect to such subsequent
Plan Year.


 


Article 3


 


Participant Deferrals, Commitments, Account Adjustments, 

and Vesting


 


3.01                     Participant Deferrals.


 


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(a)                       Deferral
Election. The Committee shall have sole discretion to determine in respect of
each Plan Year:  (i) the Eligible
Financial Advisors; (ii) the form(s) of compensation which may be the
subject of any Elected Amount; and (iii) any other terms and conditions
applicable to the Elected Amount. To the extent permitted by the Committee and
subject to the terms and conditions provided by the Committee, a Participant
for a given Plan Year may make an election to defer a percentage of his or her
GDC for such Plan Year (the “Annual Participant Deferral Percentage”). Such
election shall be evidenced by an Annual Election Form completed by a
Participant and submitted to the Committee in accordance with the procedures
and time frames as may be established by the Committee in its sole discretion. The
aggregate amount that the Participant elected to defer prior to the
commencement of a given Plan Year based on the Participant’s Annual Participant
Deferral Percentage multiplied by the Participant’s aggregated earned GDC for
such Plan Year (the “Elected Amount”) will be credited to the Participant’s
Annual Deferral Account in accordance with Section 3.02 below. A separate Annual
Deferral Account shall be established and maintained for each Participant’s
deferrals with respect to a given Plan Year.


 


(b)                       Deferral
Limitations.


 


(i)            Maximum and
Minimum Deferrals. The Committee may from time to time designate a minimum and
maximum deferral amount applicable to Participants with respect to a given Plan
Year. If an election is made for less than the minimum amount, or if no
election is made, the amount deferred shall be zero. If an election is made for
more than the maximum amount, the amount deferred shall be equal to the maximum
amount deferrable as determined by the Committee.


 


(ii)           Other
Deferral Limitations. In all cases, a Participant’s deferral elections as set forth
in Section 3.01(a) shall be made pursuant to the limitations established by the
Committee from time to time under the Plan.


 


3.02                         Annual Deferral
Account. A Participant’s Elected Amount will be credited to his or her Annual
Deferral Account during the Plan Year on the Reference Date for each Service
Period in the form of Share Units. Commencing in the Plan Year that begins in
calendar year 2006 and subject to adjustment pursuant to the provisions of
Sections 3.04 and 3.05 below, the number of Share Units to be credited with
respect to a Service Period shall be determined in accordance with the
following formula:  the quotient of (A)
the product of (i) the Participant’s Annual Participant Deferral Percentage
multiplied by (ii) the Participant’s GDC for such Service Period, divided by
(B) the Market Value of a share of Company Stock on the Reference Date for such
Service Period. Fractional Share Units, if any, will be credited to the
Participant’s Annual Deferral Account and rounded to three decimal places.


 


The Committee may, but is not required to, make
available other Investment Benchmarks from time to time to measure the value of
a Participant’s Plan Accounts.


 


3.03                         Annual
Stock Match. If a Participant meets the Minimum Financial Planning GDC
Requirement (as described in Section 3.05(a)) for a Plan Year, the Committee
may credit a Participant’s Annual Stock Match Account with an Annual Stock
Match in respect 


 


7

















 


of such Plan Year on the
Stock Match Crediting Date. The amount of the Annual Stock Match shall be
determined pursuant to the criteria established by the Committee in its sole
discretion and shall be expressed as a percentage of the difference between the
Participant’s Elected Amount and the Mandatory Early Distribution, if any (the “Match
Amount”). If the Committee determines to credit a Participant with an Annual
Stock Match in a Plan Year, the number of Share Units to be credited for
such Plan Year with effect on the Stock Match Crediting Date shall be equal to
the quotient of: (A) the Match Amount, divided by (B) the Stock Match Market
Value of a share of Company Stock on the Stock Match Crediting Date for such
Plan Year. Fractional Share Units, if any, will be credited to the Participant’s
Annual Stock Match Account and rounded to three decimal places. A separate
Annual Stock Match Account shall be established and maintained for each
Participant and each Annual Stock Match.


 


3.04                         Dividends.
A Participant shall, from time to time during such Participant’s period of
participation under the Plan, including during the period following the
Participant’s Termination of Franchise Agreement and until the Settlement Date,
have credited to each of his or her Plan Accounts on the applicable Reference
Date with respect to dividend payments with additional Share Units, the number
of which shall be equal to the quotient determined by dividing:  (A) the product of (i) one hundred percent
(100%) of each dividend declared and paid by the Company on the Company Stock
on a per share basis and (ii) the number of Share Units recorded in the
Participant’s Plan Accounts on the record date for the payment of any such
dividend, by (B) the Market Value of a share of Company Stock on the Reference
Date for such dividend, in each case, with fractions computed to three decimal
places.


 


In the event of any
change in the capitalization of the Company, the Committee may make such
adjustments in the Shares Units credited to Participants’ Plan Accounts on the
date on which such change occurs and in such other terms of such Share Units as
the Committee may consider appropriate.


 


3.05                         Account
Adjustments.


 


(a)                       Minimum
Financial Planning GDC Requirement. The Committee may determine that a
Participant must earn a minimum amount of Financial Planning GDC in order to
effectuate the deferrals requested by such Participant for a Plan Year (the “Minimum
Deferral Threshold”). Whether a Participant has met the Minimum Deferral
Threshold will be determined by the Committee on the last day of the applicable
Plan Year and will be based on an objective standard. If a Participant does not
meet the Minimum Deferral Threshold for a given Plan Year, the value of the
Share Units credited during such Plan Year pursuant to a Participant’s Elected
Amount (including any dividends credited on the Participant’s Elected Amount
during such Plan Year) will be distributed to the Participant in cash based on
the Market Value of Company Stock at the time the distribution is processed,
but in any case no later than March 15 immediately following the Plan Year to
which such deferrals relate.


 


(b)                       Mandatory
Early Distribution. On the last day of each Plan Year, the Committee shall
determine the amount of Financial Planning GDC earned by each Participant in
respect of such Plan Year. If such amount is greater than the Minimum Deferral
Threshold but less than the Elected Amount, the Company will, or will cause a
Participating Company to: (i) distribute to the Participant a lump sum cash
payment equal to the lesser of (A) the difference 


 


8

















 


between the Participant’s earned Financial
Planning GDC and the Elected Amount and (B) the amount in such Participant’s
Annual Deferral Account on the applicable Reference Date (either such amount,
the “Mandatory Early Distribution”), (ii) debit the Participant’s Annual
Deferral Account by a number of Share Units determined by dividing (A) the
Mandatory Early Distribution by (B) the Market Value on the applicable
Reference Date. Any such distribution will be made no later than March 15
immediately following the end of the Plan Year to which such deferrals relate.


 


3.06                         Vesting.


 


(a)                           Forfeiture
of Unvested Amounts. Except as expressly set forth in Sections 3.06(c) and
3.06(d) below, as of the date of a Participant’s Termination of Franchise
Agreement (including a termination for Cause as defined in Section 17 of the
Franchise Agreement), the amounts credited to the Participant’s Plan Accounts
shall be reduced by the amount which has not become vested in accordance with
the vesting provisions set forth below, and such unvested amounts shall be
forfeited by the Participant.


 


(b)                           Vesting
of Amounts. The Participant shall be vested in all amounts credited to his or
her Plan Accounts with respect to amounts deferred for a given Plan Year and
proportionate earnings on such amounts based on the following schedule:


 


	
  Amount vested

  	
   

  	
  Date of
  vesting

  
	
  25%

  	
   

  	
  The Vesting Date

  
	
  25%

  	
   

  	
  One Year
  following the Vesting Date

  
	
  25%

  	
   

  	
  Two Years
  following the Vesting Date

  
	
  25%

  	
   

  	
  Three Years
  following the Vesting Date

  



 


Notwithstanding anything
to the contrary, the Committee has the discretion to change the vesting
schedule for any subsequent Plan Year at any time before Eligible Financial
Advisors are required to submit their Annual Election Forms for such Plan Year.


 


(c)                           Vesting
upon Plan Termination. In the event of a termination of the Plan as it relates
to any Participant, all amounts credited to any and all Plan Accounts of such
Participant as of the effective date of such termination shall be 100% vested
and paid to the Participant, to the extent not yet paid, in a lump sum as soon
as reasonably practical after termination of the Plan.


 


(d)                           Vesting
upon Certain Events. Notwithstanding anything to the contrary contained in the
Plan or any Annual Election Form, 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 and any such acceleration shall
be evidenced by a written notice to the Participant setting forth in detail the
Plan Account(s) and the amounts affected by the Committee’s decision to
accelerate vesting and the terms of the new vesting schedule applicable 


 


9

















 


to such amounts. Unless
otherwise determined by the Committee, the following sets forth the guidelines
the Committee shall follow with respect to accelerated vesting of Plan
Accounts:


 


(i)            Death.
In the case of a Participant’s death, all amounts credited to the Plan Accounts
of the affected Participant shall be 100% vested and shall be paid to the
Participant or the Participant’s Beneficiary, to the extent not yet paid, in a
lump sum notwithstanding any elections made by the Participant on his or her
Distribution Election Forms, and the Annual Election Forms relating to each the
Participant’s Plan Accounts shall terminate upon full payment of such Plan
Accounts. Such lump sum payment will be made as soon as administratively
practical after the date on which the Committee is notified in writing of the
Participant’s death.


 


(ii)           Disability.
In the case of the Participant’s Disability, all amounts credited to the Plan
Accounts of the affected Participant shall be 100% vested and shall be paid to
the Participant, to the extent not yet paid, in accordance with any such Participant’s
Distribution Election Forms. 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 terminated and no further deferrals shall be
made with respect to the Participant under the Plan.


 


(iii)          Qualified
Transition. In the case of a Qualified Transition, a Participant’s Plan
Accounts shall be immediately 100% vested and paid to the Participant, to the
extent not yet paid, in accordance with such Participant’s Distribution
Election Forms. For purposes of clarification, if the Participant who has a
Qualified Transition elected to receive a distribution of his or her Plan
Accounts in annual installment payments commencing following Termination of
Franchise Agreement, the effective date of the Termination of Franchise
Agreement for purposes of the distribution provisions of the Plan will be
deemed to be the effective date of the Qualified Transition. No transition that
occurs prior to January 20, 2009 will be considered a Qualified Transition
under the Plan.


 


(iv)          Transfer to Employee Status. In the event
a Participant transfers to employee status by becoming an employee of the
Company or any Participating Company, the Participant’s Plan Accounts will continue
to vest in accordance with Section 3.06(b) above and shall be paid to the
Participant, to the extent not yet paid, in accordance with the Participant’s
Distribution Election Forms. For purposes of the payment provisions of Section
4 of the Plan, a Participant who transfers to employment status will not be
deemed to have a “Termination of Franchise Agreement” until the Participant’s
employment with the Company and any Participating Company terminates. If
employee status is terminated prior to the date on which the Participant’s Plan
Accounts have fully vested, all unvested portions of the Plan Accounts will be
forfeited, unless otherwise determined by the Committee.


 


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3.07                         Savings
Clause. No provision of this Article 3 shall be given effect to the extent that
such provision would cause any tax to become due under Section 409A of the
Code.


 


Article 4


 


Distribution of Plan Accounts


 


4.01                         Distribution
Elections. The Participant shall make a Distribution Election at the time he or
she completes his or her Annual Election Form with respect to a given Plan Year
to have the Aggregate Vested Balance of the Participant’s respective Plan
Accounts for that Plan Year distributed as follows:


 


(i)            Lump sum payments of Aggregate Vested
Balance on the first March 31 following each annual vesting date;


 


(ii)           Lump sum payment on March 31 of a
specified year that is at least four years from the last day of the Plan Year
in which a given Annual Participant Deferral Percentage was elected; or


 


(iii)          Annual installment payments following
Termination of Franchise Agreement. If this option is elected, the first
installment will be paid at the end of the calendar quarter that follows the
Participant’s Termination of Agreement and all future installments will be paid
on March 31 of a given year, commencing on the March 31 of the year following
the year in which the initial installment distribution is made.


 


4.02                         Valuation of Plan Accounts Pending
Distribution. To the extent that the distribution of any portion of any Plan
Account is deferred, whether pursuant to the limitations imposed under this
Article 4 or for any other reason, any amounts remaining to the credit of the
Plan Accounts shall continue to be adjusted by the applicable Account
Adjustments in accordance with Article 3.


 


4.03                         Change in Control.


 


(a)                       Definition of Change in Control. As used
in this Plan, the term “Change in Control” means the occurrence of any of the
following:


 


(i)            Any Person becoming the beneficial owner
(within the meaning of Rule 13d-3 promulgated under the Exchange Act, a “Beneficial
Owner”) of twenty-five percent or more of the combined voting power of Voting
Securities; provided, however that a Change in Control shall not
be deemed to occur by reason of an acquisition of Voting Securities by the
Company or by an employee benefit plan (or a trust forming a part thereof)
maintained by the Company; and provided, further that a Change in Control shall
not be deemed to occur solely because any Person 


 


11

















 


becomes the Beneficial
Owner of twenty-five percent or more of the outstanding Voting Securities as a
result of the acquisition of Voting Securities by the Company which, by
reducing the number of Voting Securities deemed to be outstanding, increases
the proportional number of shares Beneficially Owned by such Person, except
that a Change in Control shall occur if a Change in Control would have occurred
(but for the operation of this proviso) as a result of the acquisition of
Voting Securities by the Company, and after such acquisition such Person
becomes the Beneficial Owner of any additional Voting Securities following
which such Person is the Beneficial Owner of twenty-five percent or more of the
outstanding Voting Securities;


 


(ii)           The individuals who, as of September 30,
2005, are members of the Board of Directors (the “Incumbent Board”), cease for
any reason to constitute at least a majority of the members of the Board; provided,
however that if the election or appointment, or nomination for election
by the Company’s common stockholders, of any new director was approved by a
vote of at least two-thirds of the Incumbent Board, such new director shall,
for purposes of the Plan, thereafter be considered as a member of the Incumbent
Board; provided, further, however, that no individual shall be considered a
member of the Incumbent Board if such individual initially assumed office as a
result of an actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board (a “Proxy Contest”) including by reason
of any agreement intended to avoid or settle any Proxy Contest; or


 


(iii)          The consummation of:


 


(A)          A merger, consolidation, reorganization
or similar transaction (any of the foregoing, a “Business Combination”) with or
into the Company or in which securities of the Company are issued, unless such
Business Combination is a Non-Control Transaction;


 


(B)           A complete liquidation or dissolution of
the Company; or


 


(C)           The sale or other disposition of all or
substantially all of the assets of the Company (on a consolidated basis) to any
Person other than the Company or an employee benefit plan (or a trust forming a
part thereof) maintained by the Company or by a Person which, immediately
thereafter, will have all its voting securities owned by the holders of the
Voting Securities immediately prior thereto, in substantially the same
proportions.


 


For purposes of the Plan, a “Non-Control Transaction”
is a Business Combination involving the Company where:


 


(A)          the holders of Voting Securities
immediately before such Business Combination own, directly or indirectly
immediately following such 


 


12

















 


Business Combination more
than fifty percent of the combined voting power of the outstanding voting
securities of the parent corporation resulting from, or issuing its voting
securities as part of, such Business Combination (the “Surviving Corporation”)
in substantially the same proportion as their ownership of the Voting
Securities immediately before such Business Combination by reason of their
prior ownership of Voting Securities;


 


(B)           the individuals who were members of the
Incumbent Board immediately prior to the execution of the agreement providing
for such Business Combination constitute a majority of the members of the board
of directors of the Surviving Corporation, or a corporation beneficially owning
a majority of the voting securities of the Surviving Corporation; and


 


(C)           no Person other than the Company or any
employee benefit plan (or any trust forming a part thereof) maintained
immediately prior to such Business Combination by the Company, is a Beneficial
Owner of twenty-five percent or more of the combined voting power of the Surviving
Corporation’s voting securities outstanding immediately following such Business
Combination.


 


Notwithstanding the foregoing, a
Change in Control shall not be deemed to occur as a result of any event or
transaction to the extent that treating such event or transaction as a Change
in Control would cause any tax to become due under Section 409A of the Code.


 


(b)                           Payment on Change in Control. Notwithstanding anything to the
contrary set forth in a Participant’s Annual Election Form or the Plan, upon
the occurrence of a Change in Control, and in the event that the resulting
company does not continue the Plan or maintain a comparable plan, each
Participant will vest in all amounts attributable to his or her unvested Plan
Accounts and the Company will, or will cause a Participating Company to,
distribute all previously undistributed Plan Accounts to Participants (or their
Beneficiaries, as the case may be).


 


4.04                         Form of Payment. All distributions under
the Plan will be paid in Company Stock. Such Company Stock may be newly issued
shares, currently traded shares that have been repurchased by the Company or
treasury shares. Notwithstanding the foregoing, Mandatory Early Distributions
shall be paid in cash.


 


4.05                         Savings Clause. No provision of this
Article 4 shall be given effect to the extent that such provision would cause
any tax to become due under Section 409A of the Code.


 


Article
5


 


Transition and
Opportunity Stock Program


 


5.01                         Notwithstanding anything to the contrary set forth herein, effective as
of 


 


13

















 


January 1, 2006, the Company
will, or will cause a Participating Company to, establish a T & O Plan
Account under the Plan for each Advisor who is eligible to receive a transition
and opportunity stock bonus pursuant to the terms of the Transition and
Opportunity Stock Program, whether or not such Advisor is otherwise a
Participant under the Plan. All transition and opportunity bonus amounts will
be credited to the respective T & O Plan Accounts and distributed to
participating Advisors pursuant to the terms of the Transition and Opportunity
Stock Program. The T & O Plan Accounts are not eligible to receive
dividends.


 


Article
6


 


Beneficiary
Designation


 


6.01                         Beneficiary. Each Participant shall have
the right, at any time, to designate his or her Beneficiary(ies) (both primary
as well as contingent) to receive any benefits payable under the Plan to a
beneficiary 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.


 


6.02                         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 or its
designated agent. 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.


 


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


 


6.04                         No Beneficiary Designation. If a
Participant fails to designate a Beneficiary as provided above or, if all
designated Beneficiaries predecease the Participant or die prior to complete
distribution of the Participant’s Plan Accounts, then the Participant’s
designated Beneficiary shall be deemed to be his or her surviving spouse. If
the Participant has no surviving spouse, the benefits remaining under the Plan
to be paid to a Beneficiary shall be payable to the executor or personal
representative of the Participant’s estate.


 


6.05                         Doubt as to Beneficiary. If the Committee
has any doubt as to the proper Beneficiary to receive payments pursuant to the
Plan, 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.


 


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


 


14

















 


the Participant’s Annual Election Forms
shall terminate upon such full payment of benefits.


 


6.07                         Disclaimer of
Interest. Subject to certain requirements as determined by the Committee, any
Beneficiary shall have the right to disclaim his or her interest under the
Plan.


 


Article 7


 


Termination, Amendment or Modification


 


7.01         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 Company reserves
the right to terminate the Plan, at any time, with respect to its participating
Eligible Financial Advisors by action of the Board. Upon the termination of the
Plan by the Company, subject to Section 4.02, all amounts credited to each of
the Plan Accounts of each affected Participant shall be 100% vested and shall
be paid to the Participant.


 


7.02                         Amendment. The
Company may, at any time, amend or modify the Plan in whole or in part by the
actions of the Committee; provided, however, that (i) no
amendment or modification shall be effective to decrease or restrict the value
of a Participant’s Aggregate Vested Balance in existence at the time the
amendment or modification is made, calculated as if the Participant had
experienced a Termination of Franchise Agreement as of the effective date of
the amendment or modification and (ii) except as specifically provided in
Section 7.01 above, no amendment or modification shall be made after a Change
in Control which adversely affects the calculation or payment of benefits
hereunder or diminishes any other rights or protections any Participant or
Beneficiary would have had but for such amendment or modification, unless each
affected Participant or Beneficiary consents in writing to such amendment.


 


7.03                         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 designated
Beneficiaries under the Plan and each of the Participant’s Annual Election
Forms shall terminate.


 


7.04                         Savings
Clause. Neither the Company nor any Participating Company shall have any right
to so accelerate the payment of any amount in this Article 7 to the extent such
right would cause the Plan to fail to comply with, or cause a Participant or
such Participant’s Beneficiary to be subject to a tax under, the provisions of
Section 409A of the Code.


 


Article 8


 


Administration


 


8.01                         Committee Duties. This Plan shall be
administered by the Committee. The Committee shall also have the discretion and
authority to (i) make, amend, interpret, and 


 


15

















 


enforce all appropriate rules and
regulations for the administration of the Plan and (ii) decide or resolve any
and all questions including interpretations of the Plan, as may arise in
connection with the Plan. When making a determination or calculation, the
Committee shall be entitled to rely on information furnished by a Participant
or a Participating Company.


 


8.02                         Agents. In the administration of the
Plan, the Committee may, from time to time, employ agents and delegate to them
such administrative duties as it sees fit (including acting through a duly
appointed representative) and may from time to time consult with counsel who may
be counsel to the Company. Any reference herein to the Committee shall be
deemed to include any person to whom any such duty of the Committee has been
delegated.


 


8.03                         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.


 


8.04                         Indemnity of Committee. The Company shall
indemnify and hold harmless the members of the Committee and any of its
designees 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 designee.


 


Article 9


 


Other Benefits and Agreements


 


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


 


Article 10


 


Claims Procedures


 


10.01       Presentation of Claim. Any Participant or
Beneficiary of a deceased Participant (such Participant or Beneficiary being
referred to below as a “Claimant”) may deliver to the Committee a written claim
for a determination with respect to the amounts distributable to such Claimant
from the Plan. If such a claim relates to the contents of a notice received by
the Claimant, the claim must be made within sixty (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 one
hundred eighty (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.


 


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


 


16

















 


(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 Section 10.03 below.


 


10.03                       Review of a Denied Claim. Within sixty
(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 thirty (30) days after
the review procedure began, the Claimant (or the Claimant’s duly authorized
representative):


 


(i)            may
review pertinent documents;


 


(ii)           may submit
written comments or other documents; and/or


 


(iii)          may
request a hearing, which the Committee, in its sole discretion, may grant.


 


10.04                       Decision on Review. The Committee shall
render its decision on review promptly, and not later than sixty (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 one hundred twenty
(120) days after such date. Such decision must be written in a manner
calculated to be understood by the Claimant, and it must contain:


 


(i)            specific
reasons for the decision;


 


(ii)           specific
reference(s) to the pertinent Plan provisions upon which the decision was
based; and


 


(iii)          such
other matters as the Committee deems relevant.


 


17

















 


10.05       Arbitration.
Any dispute, claim or controversy that may arise between a Participant and the
Company or any other person (“Claims”) under the Plan is subject to
arbitration, unless otherwise agreed to in writing by the Participant and the
Company. To the extent that such Claims are required to be arbitrated under the
rules, constitutions, or by-laws of the NASD, as amended form time to time,
they will be arbitrated in accordance with the policies and procedures
established by the NASD. If either the NASD declines to administer an
arbitration of any Claims or the NASD rules do not allow for arbitration of any
Claims, the Claims shall be finally decided by arbitration conducted pursuant
to the Commercial Dispute Resolution Procedures of the American Arbitration
Association (“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 NASD or the AAA. In
consideration of the promises and the compensation provided in this Plan,
neither a Participant nor the Company shall have a right (a) to arbitrate a
Claim on a class action basis or in a purported representative capacity on
behalf of any Participants, employees, applicants or other persons similarly
situated; (b) to join or to consolidate in an arbitration Claims brought by or
against another Participant, employee, applicant or the Participant, unless
otherwise agreed to in writing by the Participant and the Company; (c) to litigate
any Claims in court or to have a jury trial on any Claims; and (d) to
participate in a representative capacity or as a member of any class of
claimants in an action in a court of law pertaining to any Claims. Nothing in
this Plan relieves a Participant or the Company from any obligation the
Participant or the Company may have to exhaust certain administrative remedies
before arbitrating any claims or disputes under this Section 10.05. 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 Section 10 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 11


 


Trust


 


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


 


18

















 


11.02       Interrelationship of the Plan and the
Trust. The provisions of the Plan and the relevant Annual Election Forms 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 Participating
Companies, Participants and the creditors of the Participating Companies to the
assets transferred to the Trust.


 


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


 


Article 12


 


Miscellaneous


 


12.01       Status of Plan. The Plan is intended to
be a plan that is not qualified within the meaning of Code Section 401(a). The
Plan shall be administered and interpreted to the extent possible in a manner
consistent with that intent. All Plan Accounts and all credits and other
adjustments to such Plan Accounts shall be bookkeeping entries only and shall
be utilized solely as a device for the measurement and determination of amounts
to be paid under the Plan. No Plan Accounts, credits or other adjustments under
the Plan shall be interpreted as an indication that any benefits under the Plan
are in any way funded. In addition, the Committee shall use its reasonable best
efforts to interpret and administer the Plan in a manner that satisfies the
requirements of Section 409A of the Code.


 


12.02       Securities Matters. The Company shall be under no
obligation to effect the registration pursuant to the Securities Act of any
shares of Company Stock to be issued hereunder or to effect similar compliance
under any state laws. Notwithstanding anything herein to the contrary, the
Company shall not be obligated to cause to be issued or delivered any
certificates evidencing shares of Company Stock pursuant to the Plan unless and
until the Company is advised by its counsel that the issuance and delivery of
such certificates is in compliance with all applicable laws, regulations of
governmental authority and the requirements of any securities exchange on which
shares of Company Stock are traded. The Committee may require, as a condition
to the issuance and delivery of certificates evidencing shares of Company Stock
pursuant to the terms hereof, that the recipient of such shares make such
covenants, agreements and representations, and that such certificates bear such
legends, as the Committee deems necessary or desirable.


 


12.03       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
or any Participating Company. For purposes of the payment of benefits under the
Plan, any and all of the Company’s and Participating Companies’ assets, shall
be, and remain, the general, unpledged unrestricted assets of the Company or
the Participating Companies, as applicable. A Participating Company’s
obligation under the Plan shall be merely that of an unfunded and unsecured
promise to pay money in the future.


 


12.04       Nonassignability. Neither a Participant
nor any other person shall have 


 


19

















 


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.


 


12.05       No Right to Service. Nothing in the Plan
or any Annual Election Form shall be deemed to give a Participant the right to
continue to be retained in the service of the Company or any Participating
Company.


 


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


 


12.07       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.


 


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


 


12.09       Governing Law. The provisions of the Plan
shall be construed and interpreted according to the internal laws of the State
of New York without regard to its conflicts of laws principles.


 


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


 


Ameriprise
Financial, Inc.


361
Ameriprise Financial Center


Minneapolis,
Minnesota  55474


Attn:
VP, Compensation and Benefits


 


with a
copy to:


 


General
Counsel’s Office


 


20

















 


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.


 


12.11       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.


 


12.12       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.


 


12.13       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.


 


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


 


12.15       Taxation.


 


(a)           Distribution in the 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 of the Trust after a Change in Control, for a
distribution of that portion of his or her benefit that has become taxable. Upon
the grant of such a petition, which grant shall not be unreasonably withheld,
the Company shall, or shall cause a Participating Company to, distribute to the
Participant immediately available funds in an amount equal to the taxable
portion of his or her benefit (which amount shall not exceed a Participant’s
unpaid Account Balances under the Plan). If the petition is granted, the tax
liability distribution shall be made within ninety (90) days of the date when
the Participant’s petition is granted. Such a distribution shall affect and
reduce the benefits to be paid under the Plan.


 


(b)           Tax
Withholding. No withholding is required on distributions of Plan Accounts,
unless at the time of any such distribution, a Participant is an employee of
the 


 


21

















 


Company or a
Participating Company (or is terminated as an employee of the Company or a
Participating Company).


 


12.16       Insurance. The Company, on its own behalf
or on behalf of the trustee of the Trust, and, in its sole discretion, may, or
may cause a Participating Company to, apply for and procure insurance on the
life of the Participant, in such amounts and in such forms as the Trust may
choose. The Company, the Participating Company or the trustee of the Trust, 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 Company or a Participating Company, as the
case may be, 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 Company or such Participating Company has applied for
insurance.


 


12.17       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
shareholder 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 or any Participating Company or successor corporation has failed to
comply with any of its obligations under the Plan or any agreement thereunder
or, if the Company, a Participating 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 and the
applicable Participating Company irrevocably authorize such Participant to
retain counsel of his or her choice at the expense of the Company and the
Participating 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, the Participating Company or any director,
officer, shareholder or other person affiliated with the Company, the
Participating 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 Section 12.17.


 


22

















 


Ameriprise
Financial


Deferred
Equity Progam


For
Independent Financial Advisors


 


Schedule
A


September
30, 2005


 


Participating Employers


 


•      Ameriprise
Financial Services Inc.


 


•      IDS Life
Insurance Company


 


•      IDS Life
Insurance Company of New York


 


23