Exhibit 10.24


 


 


AMERIPRISE
FINANCIAL SENIOR EXECUTIVE SEVERANCE PLAN


 


 


Amended and
Restated as of November 14, 2005


 

















 


AMERIPRISE
FINANCIAL SENIOR EXECUTIVE SEVERANCE PLAN


 


INTRODUCTION


 


The Board of Directors of Ameriprise Financial, Inc.
established the Ameriprise Financial Senior Executive Severance Plan
(hereinafter referred to as the “Plan”), effective as of September 30, 2005 and
restated as of November 14, 2005, to provide for severance benefits for certain
eligible senior executives of Ameriprise Financial, Inc. and its participating
subsidiaries whose employment is terminated under certain conditions. Severance
benefits under the Plan are to be provided to such eligible executives in
exchange for a signed agreement that includes a release of all claims.


 


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ARTICLE ONE



DEFINITIONS


 


1.1.                              “Affiliated
Company” means any corporation which is a member of a controlled group of
corporations (determined in accordance with Section 4l4(b) of the Code) of
which the Company is a member and any other trade or business (whether or not
incorporated) which is controlled by, or under common control (determined in
accordance with Section 4l4(c) of the Code) with the Company, but which is not
an Employing Company.


 


1.2.                              “Base
Salary” means the regular basic cash remuneration before deductions for taxes
and other items withheld, payable to an Employee for services rendered to an
Employing Company, but not including pay for bonuses, incentive compensation,
special pay, awards or commissions.


 


1.3.                              “Board
of Directors” means the board of directors of the Company.


 


1.4.                              “Bonus”
means the greater of:  (1) the largest of
any one of the last three annual incentive compensation amounts paid to an
Employee over and above Base Salary earned and paid in cash or otherwise under
any executive bonus or sales incentive plan or program of an Employing Company
or (2) the Employee’s designated target bonus.


 


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


 


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


 


1.7.                              “Committee”
means the Compensation and Benefits Committee of the Board of Directors or any
committee established and appointed by the Board of Directors or by a committee
of the Board of Directors, or any successor committee appointed by the Board of
Directors to administer the Plan.


 


1.8.                              “Company”
means Ameriprise Financial, Inc., a Delaware corporation, its successors and
assigns.


 


1.9.                              “Comparable
Position” means a job with the Company, an Employing Company, an Affiliated
Company or successor company at the same or higher Total Cash Compensation as
an Employee’s current job and at a work location within reasonable commuting
distance from an Employee’s home, as determined by such Employee’s Employing
Company. For Employees in a qualifying international 


 


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expatriate program
adopted by an Employee’s Employing Company, “Comparable Position” means a job
with an Employing Company, an Affiliated Company or successor company at the
same or higher Total Cash Compensation as an Employee’s current job and at a
work location in the Employee’s country of assignment, home country or career
base country.


 


1.10.                        “Completed
Years of Service” means the number of full one-year periods that have
transpired since the Employee’s original date of hire or, in the case of
someone who has incurred a break in service as defined in the Ameriprise
Financial Retirement Plan, the adjusted date of hire, through the Employee’s
last day of active employment with the Company. The determination of Completed
Years of Service will take into account years of service with American Express
Company if and to the extent, and in accordance with, the provisions of the
Employee Benefits Agreement by and between American Express Company and Ameriprise
Financial, Inc., dated as of September 30, 2005 (the “Employee Benefits
Agreement”).


 


1.11.                        “Constructive
Termination” means resignation or other employment termination by an Employee
from an Employing Company as a result of one or more of the following without
the Employee’s written consent within two (2) years after a Change in Control:


 


(a)           a
reduction in Base Salary, except for across-the-board changes similarly
affecting all Employees of the Employing Company and all Employees of any
Person in control of the Employing Company, or any material reduction in the
aggregate of the Employee’s annual target bonus and long term incentive
opportunity, in each case from that in effect immediately prior to the Change
in Control,


 


(b)           the
Employing Company’s requirement that the Employee be based more than fifty (50)
miles from the location at which the Employee was based immediately prior to
the Change in Control and which location is more than thirty-five (35) miles
from the Employee’s residence,


 


(c)           the
assignment to the Employee of any duties that are materially inconsistent with
the Employee’s duties prior to the Change in Control, or


 


(d)           a
significant reduction in the Employee’s position, duties, or responsibilities
from those in effect prior to the Change in Control.


 


1.12.                        “Defined
Termination” means a termination of employment of an Employee within two (2)
years after a Change in Control that occurs as a result of either:


 


(a)           an
Involuntary Termination, or


 


(b)           a
Constructive Termination.


 


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


 


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1.14.                        “Employee”
means any person, at the senior executive level as defined by the Committee,
paid through the payroll function of the Employing Company (as opposed to the
accounts payable function of the Employing Company) and employed on a regular
full-time basis (i.e., an employee whose scheduled workweek is
consistent with the standard workweek schedule of a business unit or
department) or regular part time basis (i.e., an employee who is
scheduled to work at least twenty (20) hours per week, but fewer than the hours
of a regular full-time employee) by an Employing Company, who receives from an
Employing Company a regular stated compensation and an annual IRS Form W-2;
provided, however, that an Employing Company or operating business unit
thereof, due to business, marketplace or employee relations reasons, may, in
its sole discretion, by policy exclude from the definition of Employee under
the Plan any category or level of Employee employed in a non-exempt, exempt or
executive level position or in an initial probationary or trial period of
employment. The term “Employee” shall not include any person who has entered
into an independent contractor agreement, consulting agreement, franchise
agreement or any similar agreement with an Employing Company, nor the employees
of any such person, regardless of whether that person (including his or her
employees) is later found to be an employee by any court of law or regulatory
authority.


 


1.15.                        “Employing
Company” means each of the Company and the subsidiary and affiliated companies
of the Company listed on Schedule A attached hereto, as such Schedule A may be
amended by the Committee, in its sole discretion, from time to time.


 


1.16.                        “ERISA”
means the Employee Retirement Income Security Act of l974, as amended from time
to time, and all regulations, interpretations and administrative guidance
issued thereunder.


 


1.17.                        “Good
Cause” means a discontinuance of an Employee’s employment by an Employing
Company upon one of the following:


 


(a)           an
Employee’s Willful and continued failure to adequately perform substantially
all of the Employee’s duties with an Employing Company,


 


(b)           an
Employee’s Willful engagement in conduct which is demonstrably and materially
injurious to an Employing Company or an affiliate thereof, monetarily or
otherwise, or


 


(c)           an Employee’s conviction of, or entering a
plea of guilty or nolo  contendere to (i) a felony or (ii) any
misdemeanor that disqualifies an Employee from employment with an Employing
Company.


 


1.18.                        “Involuntary
Termination” means any involuntary discontinuance of an Employee’s employment
by an Employing Company for reasons other than Good Cause within two (2) years
after a Change in Control.


 


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1.19.                        “Leave of
Absence” means the period during which an Employee is absent from work pursuant
to a leave of absence granted by an Employing Company.


 


1.20.                        “Person”
means a “person” as such term is used in Section 13(d) and 14(d) of the
Securities and Exchange Act of 1934 (the “Exchange Act”), including any “group”
within the meaning of Section 13(d)(3) under the Exchange Act.


 


1.21.                        “Plan”
means the Ameriprise Financial Senior Executive Severance Plan, as set forth
herein and as hereafter amended from time to time.


 


1.22.                        “Retirement”
means early, normal or deferred retirement as defined in and meeting the terms
and conditions of the Ameriprise Financial Retirement Plan, as amended, or any
successor plan thereto.


 


1.23.                        “Separation
Period” means the period of time over which an Employee receives severance
benefits under the Plan in biweekly or other installment payments.


 


1.24.                        “Specified
Employee” means a key employee (as defined for purposes of Section 409A of the
Code) of an Employing Company, as determined by the Committee in its sole
discretion.


 


1.25.                        “Termination
of Active Employment” means the date on which an Employee ceases performing
services for an Employing Company.


 


1.26.                        “Total
Cash Compensation” means an Employee’s Base Salary and any Bonus.


 


1.27.                        “Willful”
means that an act or failure to act on an Employee’s part is done, or omitted
to be done, by the Employee in a manner that is not in good faith, and that is
without reasonable belief that such action or omission was in the best
interests of an Employing Company.


 


1.28.                        The
masculine pronoun shall be construed to mean the feminine and the singular
shall be construed to mean the plural, wherever appropriate herein.


 


1.29.                        Headings
in this document are for identification purposes only and do not constitute a
part of the Plan.


 


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ARTICLE TWO



ELIGIBILITY TO RECEIVE BENEFITS


 


2.1.                              Eligibility
to Receive Benefits. Each Employee shall be eligible to receive benefits
under the Plan in the event his employment is terminated by an Employing
Company for one of the following reasons:


2.1.1.                     Reduction in
force;


2.1.2.                     Position
elimination;


2.1.3.                     Office
closing;


2.1.4.                     Poor performance;


2.1.5.                     Mutually
satisfactory resignation;


2.1.6.                     Relocation of
an Employee’s current position that does not meet the definition of Comparable
Position;


2.1.7.                     Defined
Termination, as defined in Section 1.12, (applicable only within two (2) years after
a Change in Control), and notwithstanding any provision of Section 2.3.


 


The Committee may, in its sole discretion, grant
eligibility to receive benefits under the Plan to any Employee or group of
Employees employed in a business unit of the Company or an Employing Company
who terminate employment due to a sale of such business unit not later than six
(6) months following such sale.


 


2.2.                              Limitations
on Eligibility. In the event an Employee who is otherwise eligible to
receive benefits under the Plan is offered a Comparable Position (whether the
position is accepted or rejected by the Employee), he will not be eligible to
receive benefits under the Plan. In addition, an Employee is not eligible to
receive benefits under the Plan if the Employee accepts any position in the
Employing Company, an Affiliated Company or successor company (regardless of
whether it is a Comparable Position). An Employee who is offered or placed on a
temporary layoff status (often referred to as a furlough) with reduced or no pay
for a period of less than six (6) months during which time the Employee
continues to participate in certain benefit plans as determined by the Company
is not eligible to receive benefits under the Plan.


 


2.3.                              Ineligibility
to Receive Benefits. An Employee is ineligible to receive benefits under
the Plan in the event his employment by an Employing Company terminates for a
reason other than those enumerated in Section 2.1 above, including, but not
limited to, the following:


2.3.1.                     Voluntary
resignation;


2.3.2.                     Failure to
report for work;


2.3.3.                     Failure to
return from leave;


2.3.4.                     Return from a
Leave of Absence which extends beyond the policy reinstatement period, if
applicable, and no position is available;


2.3.5.                     Excessive
absenteeism or lateness;


 


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2.3.6.                     Merger,
acquisition, sale, transfer, outsourcing or reorganization of all or part of
the Employing Company that does not constitute a Change in Control where either
(i) a Comparable Position is offered with, or (ii) the Employee accepts any
position (regardless of whether it is a Comparable Position) with, a successor
company, whether affiliated or unaffiliated with the Employing Company,
including an outside contractor, and whether or not the successor company
participates the Plan.


2.3.7.                     Violation of
a policy or procedure of the Employing Company, insubordination, unwillingness
to perform the duties of a position, or other misconduct;


2.3.8.                     Retirement,
including the acceptance of any Employing Company sponsored retirement
incentive; provided, however, that in the event an Employee is otherwise
eligible for a severance pay benefit in accordance with Section 2.1 above and
also eligible for Retirement, the Employee shall be eligible to receive
benefits under the Plan in accordance with Article 3 below;


2.3.9.                     Death; or


2.3.10.               Disability.


 


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ARTICLE THREE

AMOUNT OF BENEFITS


 


3.1                                 Amount
of Benefits. The severance benefit payable to an eligible Employee under the
Plan shall be based on his Completed Years of Service and position with the
Company, Employing Company or an Affiliated Company. The formula for
determining an Employee’s severance benefit payment shall be calculated by
first adding together (i) the Employee’s annual Base Salary in effect
immediately prior to the date of Termination of Active Employment; provided
that, in the case of an Employee whose employment is terminated pursuant to
1.11(a), then the Base Salary that was in effect immediately before such
reduction in Base Salary, and (ii) the Employee’s Bonus. The sum of subsections
(i) and (ii) above shall then be divided by fifty-two (52) to calculate the
weekly severance benefit. The amount of the total severance benefit to which an
Employee may be entitled is set out in Schedule B.


 


Notwithstanding
the foregoing and in accordance with the terms of the Employee Benefits
Agreement, any Employee who was eligible to receive severance benefits under
the American Express Company Senior Executive Severance Plan immediately prior
to the Distribution Date (as defined in the Employee Benefits Agreement) and
becomes eligible to receive severance benefits pursuant to the Plan during the
period commencing on the Distribution Date (as defined in the Employee Benefits
Agreement) and ending on the first anniversary of the Distribution Date, shall
receive an amount of severance benefit that is not less than the number of
weeks of pay that such Employee would have received under the American Express
Company Senior Executive Severance Plan as in effect immediately prior to the
Distribution Date.


 


3.2                                 Special
Retirement Program Contributions. An Employee eligible for benefits under
the Plan due to a Defined Termination resulting from a Change in Control shall,
in addition to the benefits provided above in Article 3.1, receive the value of
Company contributions that would have been made to the Ameriprise Financial
Retirement Plan, Ameriprise Financial

401(k) Plan, Ameriprise Financial Supplemental Retirement Plan or other similar
plans adopted by the Company, for the period during which the Employee is
receiving weekly severance payments under this Plan. Effective on the date of
the Defined Termination, this amount will be credited to the Employee’s book
reserve account in the Ameriprise Financial Supplemental Retirement Plan,
consistent with the terms of such plan.


 


3.3                                 Limitations
on Amount of Severance Benefits. Severance benefits payable under the Plan
shall be inclusive of and offset by any other severance, redundancy or
termination payment made by an Employing Company to an Employee, including, but
not limited to, any amounts paid pursuant to federal, state, local or foreign
government worker notification (e.g., Worker Adjustment and Retraining
Notification Act) or office closing requirements, any amounts owed the Employee
pursuant to a contract with the Employing Company (unless the contract
specifically provides otherwise) and amounts paid to an Employee placed in a
temporary layoff status (often referred to as a furlough) which immediately
precedes the commencement of the severance payments.


 


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3.4                                 Reemployment.
In the event an Employee is reemployed by the Employing Company or an
Affiliated Company within the period covered by the schedule of severance
benefits in Section 3.1 above, the severance benefits, if any, that are in
excess of the number of weeks between the Termination of Active Employment and
the rehire date shall be repaid by the Employee or withheld by the Employing
Company, as the case may be. In the further event an eligible Employee who is
receiving severance benefits under the Plan is later rehired by an Employing
Company or an Affiliated Company, and employment later terminates under
conditions making such Employee eligible for severance benefits under the Plan,
the amount of the second severance benefit will be based on such Employee’s
actual date of reemployment and not the original date of employment; provided,
however, that any benefits withheld or repaid in accordance with the preceding
sentence that are in excess of one (1) year shall be additionally paid to the
terminating Employee.


 


3.5                                 Withholding
Tax. The Employing Company shall deduct from the amount of any severance
benefits payable under the Plan, any amount required to be withheld by the
Employing Company by reason of any law or regulation, for the payment of taxes
or otherwise to any federal, state, local or foreign government. In determining
the amount of any applicable tax, the Employing Company shall be entitled to
rely on the number of personal exemptions on the official form(s) filed by the
Employee with the Employing Company for purposes of income tax withholding on
regular wages.


 


3.6                                 Requirement
of Signed Agreement. Receipt of severance benefits under the Plan is
conditioned upon the Employee signing an agreement with the Employee’s
Employing Company in a form satisfactory to the Company and in accordance with
the requirements of applicable law (the “Agreement”). The Agreement must include
a release of claims and may include whatever other terms the Employing Company
deems appropriate, including restrictive covenants. If the terms of the
Agreement are found to be legally unenforceable, the Employee must return any
severance benefits paid pursuant to Section 3.1 of the Plan plus the value of
any long term incentive awards which vested during the Separation Period;
provided, however, that in the event the Employee has a Defined Termination,
such restrictive covenants shall: (a) be reasonable under the applicable facts
and circumstances; (b) include the following (i) non-solicitation of customers
and employees; (ii) confidentiality of business data; (iii) full release of
claims; and (iv) non-denigration of the Company and its affiliates, and their
officers, directors and agents and (c) not include any non-competition
limitations. Notwithstanding anything herein to the contrary, the Company
shall, for a period of two (2) years and one (1) day following a Change in
Control, be prohibited from entering into any agreement with an Employee, which
contains a more expansive Competitor List (as provided in Paragraph 2 of the
Consent to the Application of Forfeiture and Detrimental Conduct Provisions to
Long-Term Incentive Awards relating to awards issued under the Ameriprise
Financial 2005 Incentive Compensation Plan) than that which was in effect for
such Employee immediately prior to the date of such Change in Control. If an
Employee has already signed an Agreement as required by Section 3.6 prior to the
date of a Change in Control, the Employee is not eligible to receive any
benefits that would otherwise be triggered by a Change in Control, except as
provided by Section 4.2.


 


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3.7           Excise Tax.


 


(a)           Section
3.7 shall apply in the event of a Change in Control, as defined in Section 1.5
hereof.


 


(b)           In
the event that any payment or benefit received or to be received by an Employee
from the Company, an Employing Company or any Affiliated Company in connection
with a Change in Control or termination of such Employee’s employment (such
payments and benefits, excluding any Gross-Up Payment (as hereinafter defined),
being hereinafter referred to collectively as the “Payments”), will be subject
to the excise tax (the “Excise Tax”) referred to in Section 4999 of the Code,
then the Company shall pay to such Employee, within five (5) days after receipt
by such Employee of the written statement referred to in subsection (d) below,
an additional amount (the “Gross-Up Payment”) such that the net amount retained
by such Employee, after deduction of any Excise Tax on the Payments and any
federal, state and local income and employment taxes and Excise Tax upon the
Gross-Up Payment, shall be equal to the Payments.


 


(c)           For
purposes of determining whether the Payments will be subject to the Excise Tax
and the amount of such Excise Tax: (i) all payments and benefits received or to
be received by an Employee in connection with such Change in Control or the
termination of such Employee’s employment, whether pursuant to the terms of the
Plan or any other plan, arrangement or agreement with the Company, any
Employing Company, any Person (as such term is defined in Section 1.20) whose
actions result in such Change in Control or any Person affiliated with the
Company, such Employing Company or such Person (all such payments and benefits,
excluding the Gross-Up Payment and any similar gross-up payment to which an
Employee may be entitled under any such other plan, arrangement or agreement,
being hereinafter referred to as the “Total Payments”), shall be treated as “parachute
payments” (within the meaning of section 280G(b)(2) of the Code) unless, in the
opinion of the accounting firm which was, immediately prior to the Change in
Control, the Company’s independent auditor, or if that firm refuses to serve,
by another qualified firm, whether or not serving as independent auditors,
designated by the Committee (the “Auditor”), such payments or benefits (in
whole or in part) do not constitute parachute payments, including by reason of
section 280G(b)(2)(A) or section 280G(b)(4)(A) of the Code; (ii) no portion of
the Total Payments the receipt or enjoyment of which the Employee shall have
waived at such time and in such manner as not to constitute a “payment” within
the meaning of section 280G(b) of the Code shall be taken into account; (iii)
all “excess parachute payments” within the meaning of section 280G(b)(l) of the
Code shall be treated as subject to the Excise Tax unless, in the opinion of the
Auditor, such excess parachute payments (in whole or in part) represent
reasonable compensation for services actually rendered (within the meaning of
section 280G(b)(4)(B) of the Code) in excess of the Base Amount (within the
meaning of section 280G(b)(3) of the Code) allocable to such reasonable
compensation, or are otherwise not subject to the Excise Tax; and (iv) the
value of any noncash benefits or any deferred payment or benefit shall be
determined by the Auditor in accordance with the principles of sections
280G(d)(3) and (4) of the Code and regulations or other guidance there under. For
purposes of determining the amount of the Gross-Up Payment in respect of an 


 


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Employee, the Employee shall be deemed to pay federal
income tax at the highest marginal rate of federal income taxation (and state
and local income taxes at the highest marginal rate of taxation in the state
and locality of such Employee’s residence, net of the maximum reduction in
federal income taxes which could be obtained from deduction of such state and
local taxes) in the calendar year in which the Gross-Up Payment is to be made. The
Auditor will be paid reasonable compensation by the Company for its services.


 


(d)           In
the event that the Excise Tax is finally determined to be less than the amount
taken into account hereunder in calculating the Gross-Up Payment, then an
amount equal to the amount of the excess of the earlier payment over the
redetermined amount (the “Excess Amount”) will be treated as if it were a loan
to the Employee made on the date of the Employee’s receipt of such Excess
Amount, which the Employee will have an obligation to repay to the Company on
the fifth business day after demand, together with interest on such amount at
the lowest applicable federal rate (as defined in Section 1274(d) of the Code
or any successor provision thereto), compounded semi-annually (the “Section
1274 Rate”) from the date of the Employee’s receipt of such Excess Amount until
the date of such repayment (or such lesser rate (including zero) as may be
designated by the Auditor such that the Excess Amount and such interest will
not be treated as a parachute payment as previously defined). In the event that
the Excise Tax is finally determined to exceed the amount taken into account
hereunder in calculating the Gross-Up Payment (including by reason of any
payment the existence or amount of which cannot be determined at the time of
the Gross-Up Payment), within five (5) business days of such determination, the
Company will pay to the Employee an additional amount, together with interest
thereon from the date such additional amount should have been paid to the date
of such payment, at the Section 1274 Rate (or such lesser rate (including zero)
as may be designated by the Auditor such that the amount of such deficiency and
such interest will not be treated as a parachute payment as previously defined).
The Employee and the Company shall each reasonably cooperate with the other in
connection with any administrative or judicial proceedings concerning the
amount of any Gross-Up Payment.


 


(e)           As
soon as practicable following a Change in Control, the Company shall provide to
each Employee, a written statement setting forth the manner in which the Total
Payments in respect of such Employee were calculated and the basis for such
calculations, including, without limitation, any opinions or other advice the
Company has received from the Auditor or other advisors or consultants (and any
such opinions or advice which are in writing shall be attached to the
statement).


 


(f)            Notwithstanding
anything herein to the contrary, the Committee may designate by resolution any
group of Employees or individual Employee that would not be eligible to receive
a Gross-Up Payment or any other benefit provided for under this Section 3.6. With
regard to any such Employee or group of Employees, the Committee may provide
for a reduction in Payments for the purpose of avoiding the imposition of the
Excise Tax, in all or certain specified circumstances, such reduction to be
implemented pursuant to such rules as the Committee shall adopt from time to
time.


 


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3.8.                              Payment
for Cancelled Stock Options. An Employee eligible for benefits under the
Plan due to a Change in Control may receive the value of American Express
Company vested stock options that are cancelled, on or before December 31,
2009, due to a (a) Change in Control or (b) Defined Termination. The value, if
any, will be determined by the Company, in its sole discretion and be equal to
the Black Scholes value (for the remaining term) less the intrinsic value of
the option (all measured at the options’ cancellation date). Subject to Article
4.1, this benefit will be payable in a one-time lump sum payment made as soon
as reasonably practicable following the cancellation of the option due to (a)
or (b) above.


 


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ARTICLE FOUR



METHOD OF PAYMENT


 


4.1.                              Payment.
A severance benefit under the Plan may be payable in biweekly or other
installments (if permitted under Section 409A of the Code) over a number of
weeks not exceeding the number of weekly severance benefit payments determined
pursuant to Section 3.1 above (including any resolution referred to therein) at
the sole discretion of the Employing Company; provided, however, that in the
event the Employee has a Defined Termination or the payment of severance in
installments would result in the imposition of a tax under Section 409A of the
Code, the severance benefit under the Plan will be paid as soon as practicable
after the date of such Employee’s last day of active employment (but no earlier
than six (6) months following the date of such termination of employment in the
case of a Specified Employee). If installment payments are made under the Plan
to a Specified Employee, the first installment payment shall be made on or as
soon as administratively practical after the six-month anniversary of the date
such Specified Employee’s employment terminates and (i) the amount of the first
payment will equal the sum of the installment 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 and (ii) the remainder of the severance benefit shall
be paid in substantially equivalent installments. Notwithstanding anything in
this Plan to the contrary, if the Employee’s employment terminates within two
(2) years following a Change in Control and if the Employee receives lump-sum
severance, to the extent permitted under Section 409A, the Employee shall
continue to be eligible to receive benefits under the Company’s medical and
dental plans for a number of weeks equal to the number of weekly severance
benefit payments determined pursuant to Section 3.1 above (including any
resolution referred to therein), such benefits to be substantially identical to
the benefits provided to other employees who remain in active employment status
on substantially the same terms and conditions as apply to such active
employees (including without limitation, any requirement that the Employee pay
premiums or other similar costs). In the event that continuing to provide any
such benefits would result in the imposition of a tax under Section 409A of the
Code, instead of continuing to provide such benefits, the Company will make a
lump-sum payment to the Employee as soon as practicable after the date of the
Employee’s last day of active employment (but no earlier than six (6) months
following the date of such termination of employment in the case of a Specified
Employee) in an amount equal to the present value of such benefits as
determined by the Committee in its sole discretion.


 


4.2.                              Inactive
Employment Status. During the Separation Period (where severance benefits
are paid in biweekly or other installments) the Employee receiving such
payments will remain in an inactive employment status until receipt of such
payments is completed, at which time such inactive status will be terminated. During
the Separation Period, certain other employee benefits may be continued to 


 


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the extent
permitted under Section 409A of the Code, payment for which shall be deducted
from such severance payments in accordance with the Employee’s previously
elected benefit coverage. If an Employee has already signed an Agreement as
required by Section 3.5 and is receiving severance payments under the Plan on
the date of Change in Control, the following would apply (subject to applicable
governing documents):


 


a)             immediate
vesting of outstanding unvested stock option shares and restricted stock awards
under the Company’s incentive compensation plans; and


 


b)            cash
payment equivalent to the amount of excise tax paid as a result of the Employee
being deemed a “disqualified” individual under current U.S. tax laws.


 


During the Separation
Period, the Company reserves the right to continue other programs such as the
Ameriprise Financial 2005 Incentive Compensation Plan and the Perquisite
Program in accordance with its policies, which may be changed or terminated
from time to time. Nothing in this section shall create a contract to provide
such benefits.


 


4.3.                              Death.
In the event an Employee dies before full receipt of severance benefits payable
under the Plan, the remaining severance benefits will be paid to the legal
representative of such Employee’s estate in a lump sum as soon as practicable
after receipt of notice of such death and evidence satisfactory to the Company
of the payment or provision for the payment of any estate, transfer,
inheritance or death taxes which may be payable with respect thereto.


 


14

















 


ARTICLE FIVE



ADMINISTRATION OF THE PLAN


 


5.1.                              Powers
of the Employing Company. The Employing Company shall have such powers,
authorities and discretion as are necessary or appropriate in order to carry
out its duties under the Plan, including, but not limited to, the power:


 


5.1.1.                     To obtain
such information as it shall deem necessary or appropriate in order to carry
out its duties under the Plan;


 


5.1.2.                     To make
determinations with respect to the grounds for termination of employment of any
Employee; and


 


5.1.3.                     To establish
and maintain necessary records.


 


5.2.                              Employing
Company Authority. Nothing contained in the Plan shall be deemed to
qualify, limit or alter in any manner the Employing Company’s sole and complete
authority and discretion to establish, regulate, determine or modify at any
time, the terms and conditions of employment, including, but not limited to,
levels of employment, hours of work, the extent of hiring and employment
termination, when and where work shall be done, marketing of its products, or
any other matter related to the conduct of its business or the manner in which
its business is to be maintained or carried on, in the same manner and to the
same extent as if the Plan were not in existence.


 


5.3.                              Committee
Duties and Powers. The Committee shall be responsible for the general
administration and interpretation of the Plan and the proper execution of its
provisions and shall have full discretion to carry out its duties. The
Committee shall be the “Administrator” of the Plan and shall be, in its
capacity as Administrator, a “Named Fiduciary,” as such terms are defined or
used in ERISA. For the purposes of carrying out its duties as Administrator,
the Committee may, in its sole discretion, allocate its responsibilities under
the Plan among its members, and may, in its sole discretion, designate persons
other than members of the Committee to carry out such of its responsibilities
under the Plan as it may deem fit. In addition to the powers of the Committee
specified elsewhere in the Plan, the Committee shall have all discretionary
powers necessary to discharge its duties under the Plan, including, but not
limited to, the following discretionary powers and duties:


 


5.3.1.                     To interpret
or construe the Plan, and resolve ambiguities, inconsistencies and omissions;


 


5.3.2.                     To make and
enforce such rules and regulations and prescribe the use of such forms as it
deems necessary or appropriate for the efficient administration of the Plan;
and


 


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5.3.3.                     To decide all
questions on appeal concerning the Plan and the eligibility of any person to
receive benefits under the Plan.


 


5.4.                              Determinations.
The determination of the Committee as to any question involving the general
administration and interpretation or construction of the Plan shall be within
its sole discretion and shall be final, conclusive and binding on all persons,
except as otherwise provided herein or by law.


 


5.5.                              Claims
Review Procedure. Consistent with the requirements of ERISA and the
regulations thereunder as promulgated by the Secretary of Labor from time to
time, the following claims review procedure shall be followed with respect to
the denial of severance benefits to any Employee:


 


5.5.1.                     Within thirty
(30) days from the date of an Employee’s Termination of Active Employment, the
Employing Company shall furnish such Employee either an agreement offering
severance benefits under the Plan or notice of such Employee’s ineligibility
for or denial of severance benefits, either in whole or in part. Such notice
from the Employing Company will be in writing and sent to the Employee or the
legal representatives of his estate stating the reasons for such ineligibility
or denial and, if applicable, a description of additional information that
might cause a reconsideration by the Committee or its delegate of the decision
and an explanation of the Plan’s claims review procedure. In the event such
notice is not furnished within thirty (30) days, any claim for severance
benefits shall be deemed denied and the Employee shall be permitted to proceed
to Section 5.5.2 below.


 


5.5.2.                     Within sixty
(60) days after receiving notice of such denial or ineligibility or within
ninety (90) days after the date of an Employee’s Termination of Active
Employment if no notice is received, the Employee, the legal representatives of
his estate or a duly authorized representative may then submit to the Committee
a written request for a review of such decision of denial.


 


5.5.3.                     The Committee
will review the claim and within sixty (60) days (or one hundred twenty (120)
days in special circumstances) provide a written response to the appeal setting
forth specific reasons for such decision. In the event the decision on review
is not furnished within such time period, the claim shall be deemed denied.


 


16

















 


ARTICLE SIX



ADOPTING COMPANIES AND PLAN MERGERS


 


6.1.                              Adopting
Companies. Any corporation which succeeds to the business and assets of the
Company or any part of its operations, may by appropriate resolution adopt the
Plan and shall thereupon succeed to such rights and assume such obligations
hereunder as the Company and said corporation shall have agreed upon in writing.
Any corporation which succeeds to the business of any Employing Company other
than the Company, or any part of the operations of such Employing Company, may
by appropriate resolution adopt the Plan and shall thereupon succeed to such
rights and assume such obligations hereunder as such Employing Company and said
corporation shall have agreed upon in writing; provided, however, that such
adoption and the terms thereof agreed upon in such writing have been approved
by the Company.


 


17

















 


ARTICLE SEVEN



AMENDMENT AND TERMINATION


 


7.1.                              Right
to Amend or Terminate. The Company reserves the right, by action of the
Board of Directors or the Committee, to amend or terminate this Plan in whole
or in part at any time and from time to time, and any amendment or effective
date of termination may be given retroactive effect. The foregoing sentence to
the contrary notwithstanding, for a period of two (2) years and one (1) day
after the date of an occurrence of a Change in Control, neither the Board of
Directors nor the Committee may terminate this Plan or amend this Plan in a
manner that is detrimental to the rights of any Employee receiving severance
benefits under the Plan without his or her written consent.


 


7.2.                              Termination
by an Employing Company. Any Employing Company other than the Company may
withdraw from participation in the Plan at any time by delivering to the
Committee written notification to that effect signed by such Employing Company’s
chief executive officer or his delegate. Withdrawal by any Employing Company
pursuant to this section or complete discontinuance of severance benefits under
the Plan by any Employing Company other than the Company, shall constitute
termination of the Plan with respect to such Employing Company. The foregoing
sentence to the contrary notwithstanding, neither the Board of Directors nor
the Committee may terminate this Plan or amend this Plan in a manner that is
detrimental to the rights of any Employee receiving severance benefits under
the Plan without his written consent (i) with respect to the provisions of the
Plan which become applicable upon a Change in Control, and (ii) with respect to
all provisions of the Plan for a period of two (2) years and one (1) day after
the date of a Change in Control.


 


7.3.                              Limitation
on Benefits. In the event any Employing Company withdraws from
participation or the Company terminates the Plan as provided in this Article
Seven, no Employee shall be entitled to receive benefits hereunder for
Employment either before or after such action.


 


18

















 


ARTICLE EIGHT



FINANCIAL PROVISIONS


 


8.1.                              Funding.
All severance benefits payable under the Plan shall be payable and provided for
solely from the general assets of the Employing Company in accordance with the
Plan, at the time such severance benefits are payable, unless otherwise
determined by the Employing Company. The Employing Company shall not be
required to establish any special or separate fund or to make any other
segregation of assets to assure the payment of any severance benefits under the
Plan.


 


19

















 


ARTICLE NINE



LIABILITY AND INDEMNIFICATION


 


9.1.                              Standard
of Conduct. To the extent permitted by ERISA and other applicable law, no
member (which term, as used in this Article Nine, shall include any employee of
any Employing Company designated to carry out any responsibility of the
Committee pursuant to Section 5.3 above) of the Committee shall be liable for
anything done or omitted to be done by him in connection with the Plan, unless
the member failed to act (i) in good faith and (ii) for a purpose which such
member reasonably believed to be in accordance with the intent of the Plan. The
Company or Employing Company as applicable hereby indemnifies each person made,
or threatened to be made, a party to an action or proceeding, whether civil or
criminal, or against whom any claim or demand is made, by reason of the fact
that he, his testator or intestate, was or is a member of the Committee,
against judgments, fines, amounts paid in settlement and reasonable expenses
(including attorney’s fees) actually and necessarily incurred as a result of
such action or proceeding, or any appeal therein, or as a result of such claim
or demand, if such member of the Committee acted in good faith for a purpose
which he reasonably believed to be in accordance with the intent of the Plan
and, in criminal actions or proceedings, in addition, had no reasonable cause
to believe that his conduct was unlawful.


 


9.2.                              Presumption
of Good Faith. The termination of any such civil or criminal action or
proceeding or the disposition of any such claim or demand, by judgment,
settlement, conviction or upon a plea of nolo contendere, or its equivalent,
shall not in itself create a presumption that any such member of the Committee
did not act (i) in good faith and (ii) for a purpose which he reasonably
believed to be in accordance with the intent of the Plan.


 


9.3.                              Successful
Defense. A person who has been wholly successful, on the merits or
otherwise, in the defense of a civil or criminal action or proceeding or claim
or demand of the character described in Section 9.1 above shall be entitled to indemnification
as authorized in such Section 9.1.


 


9.4.                              Unsuccessful
Defense. Except as provided in Section 9.3 above, any indemnification under
Sections 9.1 and 9.2 above, unless ordered by a court of competent
jurisdiction, shall be made by the Company or Employing Company as applicable
only if authorized in the specific case:


 


9.4.1.                     By the Board
of Directors acting by a quorum consisting of directors who are not parties to
such action, proceeding, claim or demand, upon a finding that the member of the
Committee has met the standard of conduct set forth in Section 9.1 above; or


 


9.4.2.                     If a quorum
under Section 9.4.1 above is not obtainable with due diligence:


 


20

















 


9.4.2.1                                                               By
the Board of Directors upon the opinion in writing of independent legal counsel
(who may be counsel to any Employing Company) that indemnification is proper in
the circumstances because the standard of conduct set forth in Section 9.1
above has been met by such member of the Committee; or


 


9.4.2.2                                                               By
the shareholders of the Company upon a finding that the member of the Committee
has met the standard of conduct set forth in such Section 9.1 above.


 


9.5.                              Advance
Payments. Expenses incurred in defending a civil or criminal action or
proceeding or claim or demand may be paid by the Company or Employing Company
as applicable in advance of the final disposition of such action or proceeding,
claim or demand, if authorized in the manner specified in Section 9.4 above,
except that, in view of the obligation of repayment set forth in Section 9.6
below, there need be no finding or opinion that the required standard of
conduct has been met.


 


9.6.                              Repayment
of Advance Payments. All expenses incurred in defending a civil or criminal
action or proceeding, claim or demand, which are advanced by the Company or
Employing Company as applicable under Section 9.5 above shall be repaid in case
the person receiving such advance is ultimately found, under the procedures set
forth in this Article Nine, not to be entitled to indemnification or, where
indemnification is granted, to the extent the expenses so advanced by the
Company or Employing Company as applicable exceed the indemnification to which
he is entitled.


 


9.7.                              Right
to Indemnification. Notwithstanding the failure of the Company or Employing
Company as applicable to provide indemnification in the manner set forth in
Section 9.4 or 9.5 above, and despite any contrary resolution of the Board of
Directors or of the shareholders in the specific case, if the member of the
Committee has met the standard of conduct set forth in Section 9.1 above, the
person made or threatened to be made a party to the action or proceeding or
against whom the claim or demand has been made, shall have the legal right to
indemnification from the Company or Employing Company as applicable as a matter
of contract by virtue of this Plan, it being the intention that each such person
shall have the right to enforce such right of indemnification against the
Company or Employing Company as applicable in any court of competent
jurisdiction.


 


21

















 


ARTICLE TEN



MISCELLANEOUS


 


10.1.                        No Right
to Continued Employment. Nothing in the Plan shall be construed as giving
any Employee the right to be retained in the employ of any Employing Company or
any right to any payment whatsoever, except to the extent of the severance
benefits provided for by the Plan. Each Employing Company expressly reserves
the right to dismiss any Employee at any time and for any reason without
liability for the effect which such dismissal might have upon him as a Employee
receiving severance benefits under of the Plan.


 


10.2.                        Construction.
This Plan shall be governed by and construed in accordance with the substantive
laws but not the choice of law rules of the state of New York, except to the
extent that such laws have been superseded by federal law.


 


10.3.                        Expenses
of the Plan. The expenses of establishment and administration of the Plan
shall be paid by the Employing Companies. Any expenses paid by the Company
pursuant to this Section 10.3 and indemnification under Article Nine shall be
subject to reimbursement by the other Employing Companies of their
proportionate shares of such expenses and indemnification, as determined by the
Committee in its sole discretion.


 


10.4.                        ERISA
Rights.


 


Plan
Sponsor. Ameriprise Financial, Inc. is the Plan Sponsor. The
address is:


 


Ameriprise
Financial, Inc.


200
Ameriprise Financial Center


Minneapolis,
MN  55474


 


Employer
Identification Number. The employer identification number assigned to
Ameriprise Financial, Inc. by the IRS is: 
13-3180631.


 


Plan
Administrator. The Compensation and Benefits Committee of the
Board of Directors, or its delegate, is the Plan Administrator. The address is:


 


Ameriprise
Financial, Inc.


360 Ameriprise Financial
Center


Minneapolis, MN  55474


 


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Agent for
Service of Legal Process. Process can be served on the Company or the Plan
Administrator by directing service to:


 


Plan
Administrator


c/o General
Counsel


Amerprise
Financial, Inc.


52
Ameriprise Financial Center


Minneapolis,
MN  55474


 


ERISA
Rights. Employees in the Ameriprise Financial Senior
Executive Severance Pay Plan (the “Plan”), are entitled to certain rights and
protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA
provides that participants are entitled to:


 


Receive Information About the Plan and Benefits


Examine,
without charge, at the Plan Administrator’s office and at other specified
locations, all documents governing the Plan, including a copy of the latest
annual report (Form 5500 Series) filed by the Plan with the U.S. Department of
Labor, and available at the Public Disclosure Room of the Employee Benefits
Security Administration.


 


Obtain,
upon written request to the Plan Administrator, copies of documents governing
the administration of the Plan, including copies of the latest annual report
(Form 5500 Series) and updated summary plan descriptions. The Plan
Administrator may make a reasonable charge for the copies.


 


Receive
a summary of the Plan’s annual financial report. The Plan Administrator is
required by law to furnish each participant with a copy of this summary annual
report.


 


Prudent Actions by Plan Fiduciaries


In
addition to creating rights for Plan participants, ERISA imposes duties upon
the people who are responsible for the operation of the employee benefit Plan.
The people who operate the Plan, called “fiduciaries” of the Plan, have a duty
to do so prudently and in the interest of Plan participants and beneficiaries.
No one, including Ameriprise Financial, Inc. or any other person, may terminate
a participant’s employment or otherwise discriminate against a participant in
any way in order to prevent a participant from obtaining a benefit to which a
participant is entitled or from exercising their rights under ERISA.


 


Enforce Participant’s Rights


If
a participant’s claim for a benefit is denied or ignored, in whole or in part,
a participant has a right to know why this was done, to obtain copies of
documents relating to the decision without charge, and to appeal any denial,
all within certain time schedules.


 


Under
ERISA, there are steps a participant can take to enforce the above rights. For
instance, if a participant requests a copy of a Plan document from the Plan
Administrator 


 


23

















 


or
the latest annual report from the Plan and does not receive them within 30
days, the participant may file suit in a federal court. In such a case, the
court may require the Plan Administrator to provide the materials and pay you
up to $110 a day until the participant receives them, unless the materials were
not sent because of reasons beyond the control of the Plan Administrator. If a
participant has a claim for benefits that is denied or ignored, in whole or in
part, the participant may file suit in a state or federal court provided that
the participant has exhausted their administrative rights under the Plan. If it
should happen that Plan fiduciaries misuse the Plans’ money, or if a
participant is discriminated against for asserting their rights, the
participant may seek assistance from the U.S. Department of Labor, or may file
suit in a federal court. The court will decide who should pay court costs and
legal fees. If the participant is successful, the court may order the person
being sued to pay the court costs and legal fees. If the participant loses, the
court may order the participant to pay these costs and fees, for example, if it
finds the participant’s claim is frivolous.


 


Assistance with Questions


If a participant has any questions about the Plan, they should contact
the Plan Administrator. If a participant has any questions about their rights
under ERISA, or needs assistance in obtaining documents from the Plan
Administrator, they should contact the nearest office of the Employee Benefits
Security Administration of the U.S. Department of Labor, listed in the
telephone directory, or the Division of Technical Assistance and Inquiries,
Employee Benefits Security Administration, U.S. Department of Labor, 200
Constitution Avenue NW, Washington, D.C. 20210. A participant may also obtain
publications about their rights and responsibilities under ERISA by calling the
publications hotline of the Employee Benefits Security Administration.


 


24

















 


Ameriprise
Financial


Senior
Executive Severance Plan


 


Schedule
A


 


November 14, 2005


 


Employing Companies


 


•                  American
Centurion Life Assurance Company


•                  Ameriprise
Enterprise Investment Services, Inc.


•                  Ameriprise
Financial Services Inc.


•                  RiverSource
Investments, LLC


•                  RiverSource
Client Service Corporation


•                  IDS
Life Insurance Company


•                  IDS
Life Insurance Company of New York


•                  IDS
Property Casualty Insurance Company


•                  Ameriprise
Trust Company


 


25