Exhibit 10.29


 


INDEMNIFICATION
AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ___________,
2006 between Ameriprise Financial, Inc. a
Delaware corporation (the “Company”),
and _________________ (“Indemnitee”).


 


WHEREAS, the Board of
Directors of the Company (the “Board”)
has determined that it is essential to the Company to retain and attract the
most capable persons available; and


 


A.                                   WHEREAS,
the substantial increase in corporate litigation subjects directors and
officers to expensive litigation risks at the same time that the availability
of and coverage provided by directors’ and officers’ liability insurance has
become uncertain; and


 


WHEREAS, the Board has determined that the increased
difficulty in attracting and retaining such persons is detrimental to the best
interests of the Company’s stockholders and that the Company should act to
assure such persons of increased certainty of indemnification protections; and


 


B.                                     WHEREAS,
it is now and has been the express policy of the Company to indemnify its
directors and officers so as to provide them with the maximum possible
protection permitted by law; and


 


WHEREAS, the Company does not regard the protection
available to Indemnitee as adequate in the present circumstances, and realizes
that Indemnitee may not be willing to serve as a director or officer
without adequate protection, and the Company desires Indemnitee to serve in
such a capacity; and


 


WHEREAS, highly competent persons have become more
reluctant to serve corporations as directors, officers, or in other capacities
unless they are provided with adequate indemnification against inordinate risks
of claims and actions against them arising out of their service to and
activities on behalf of the corporation; and


 


WHEREAS, the General Corporation Law of the State of
Delaware (“DGCL”) and the By-laws
expressly provide that the indemnification provisions set forth therein are not
exclusive, and thereby contemplate that contracts may be entered into
between the Company and its directors and officers with respect to
indemnification; and


 


WHEREAS, this Agreement is a supplement to and in
furtherance of the By-laws of the Company and any resolutions adopted pursuant
thereto, and shall not be deemed a substitute therefor, nor to diminish or
abrogate any rights of Indemnitee thereunder; and


 


WHEREAS, the uncertainties relating to directors’ and
officers’ liability insurance and to indemnification have increased the
difficulty of attracting and retaining such qualified persons to serve as
directors and officers of the Company;


 

















 


NOW, THEREFORE, in
consideration of Indemnitee’s agreement to serve as a director or officer after
the date hereof, the parties hereto agree as follows:


 


1.                                       Indemnity
of Indemnitee. The Company hereby agrees to hold harmless and indemnify
Indemnitee to the fullest extent permitted by law, as such may be amended
from time to time. In furtherance of the foregoing indemnification, and without
limiting the generality thereof:


 


(a)                                  Proceedings
Other Than Proceedings by or in the Right of the Company. Indemnitee shall
be entitled to the rights of indemnification provided in this Section l(a) if,
by reason of his or her Corporate Status (as hereinafter defined), the
Indemnitee is, or is threatened to be made, a party to or participant in any
Proceeding (as hereinafter defined) other than a Proceeding by or in the right
of the Company. Pursuant to this Section 1(a), Indemnitee shall be
indemnified against all Expenses (as hereinafter defined), including judgments,
fines and amounts paid in settlement actually and reasonably incurred by him or
her, or on his or her behalf, in connection with such Proceeding or any claim,
issue or matter therein, if the Indemnitee acted in good faith and in a manner
the Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company, and with respect to any criminal Proceeding, had no
reasonable cause to believe the Indemnitee’s conduct was unlawful.


 


(b)                                 Proceedings by or
in the Right of the Company. Indemnitee shall be entitled to the rights of
indemnification provided in this Section 1(b) if, by reason of
his or her Corporate Status, the Indemnitee is, or is threatened to be made, a
party to or participant in any Proceeding brought by or in the right of the
Company. Pursuant to this Section 1(b), Indemnitee shall be
indemnified against all Expenses actually and reasonably incurred by the
Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding
if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company;
provided, however, if applicable law so provides, no indemnification against
such Expenses shall be made in respect of any claim, issue or matter in such
Proceeding as to which Indemnitee shall have been adjudged to be liable to the
Company unless and to the extent that the Court of Chancery of the State of
Delaware or the court in which such Proceeding was brought shall determine that
such indemnification may be made; provided further, further, that in no
event shall Indemnitee be indemnified against Expenses not allowable under
applicable law.


 


(c)                                  Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding
any other provision of this Agreement, to the extent that Indemnitee is, by
reason of his or her Corporate Status, a party to and is successful, on the
merits or otherwise, in any Proceeding, he or she shall be indemnified to the
maximum extent permitted by law, as such may be amended from time to time,
against all Expenses actually and reasonably incurred by him or her or on his
or her behalf in connection therewith. If Indemnitee is not wholly successful
in such Proceeding but is successful, on the merits or otherwise, as to one or
more but less than all claims, issues or matters in such Proceeding, the
Company shall indemnify Indemnitee against all Expenses actually and reasonably
incurred by him or her or on his or her behalf in connection with each successfully
resolved claim, issue or matter.


 


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2.                                       Contribution.


 


(a)                                  If
Indemnitee shall elect or be required to pay all or any portion of any judgment
or settlement in any threatened, pending or completed action, suit or
proceeding in which the Company is jointly liable with Indemnitee (or would be
if joined in such action, suit or proceeding), the Company shall contribute the
amount of Expenses actually and reasonably incurred and paid or payable by
Indemnitee in proportion to the relative benefits received by the Company and
all its officers, directors or employees, other than Indemnitee, who are
jointly liable with Indemnitee (or would be if joined in such action, suit or
proceeding) from the transaction from which such action, suit or proceeding
arose; provided, however, that the proportion determined on the basis of
relative benefit may, to the extent necessary to conform to law, be
further adjusted by reference to the relative fault of the Company and all its
officers, directors or employees, other than Indemnitee, who are jointly liable
with Indemnitee (or would be if joined in such action, suit or proceeding) in
connection with the events that resulted in such Expenses, as well as any other
equitable considerations which the Law may require. The relative fault of
the Company and all its officers, directors or employees, other than
Indemnitee, who are jointly liable with Indemnitee (or would be if joined in
such action, suit or proceeding) shall be determined by reference to, among
other things, the degree to which their actions were motivated by intent to
gain personal profit or advantage, the degree to which their liability is
primary or secondary, and the degree to which their conduct is active or
passive.


 


(b)                                 To
the fullest extent permissible under applicable law, if the indemnification
provided for in this Agreement is unavailable to Indemnitee, the Company, in
lieu of indemnifying Indemnitee, may contribute to the amount of Expenses
incurred by Indemnitee in connection with a claim relating to an indemnifiable
event under this Agreement, in such proportion as is deemed fair and reasonable
in light of all of the circumstances of such Proceeding in order to reflect (i) the
relative benefits received by the Company and Indemnitee as a result of the
event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the
relative fault of the Company (and its directors, officers, employees and
agents) and Indemnitee in connection with such event(s) and/or transaction(s).


 


3.                                       Indemnification
for Expenses as a Witness. Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is, by reason of his or her Corporate
Status, a witness in any Proceeding to which Indemnitee is not a party, he or
she shall be indemnified against all Expenses actually and reasonably incurred
by him or her or on his or her behalf in connection therewith.


 


4.                                       Advancement
of Expenses. Notwithstanding any other provision of this Agreement, the
Company shall advance all Expenses incurred by or on behalf of Indemnitee in
connection with any Proceeding by reason of Indemnitee’s Corporate Status
within thirty (30) days after the receipt by the Company of a statement or
statements from Indemnitee requesting such advance or advances from time to
time, whether prior to or after final disposition of such Proceeding. Such
statement or statements shall reasonably evidence the Expenses incurred by
Indemnitee and shall include or be preceded or accompanied by an undertaking by
or on behalf 


 


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of Indemnitee to repay
any Expenses advanced if it shall ultimately be determined that Indemnitee is
not entitled to be indemnified against such Expenses.


 


5.                                       Procedures
and Presumptions for Determination of Entitlement to Indemnification. It is
the intent of this Agreement to secure for Indemnitee rights of indemnity that
are as favorable as may be permitted under the Delaware General
Corporation Law and public policy of the State of Delaware. Accordingly, the
parties agree that the following procedures and presumptions shall apply in the
event of any question as to whether Indemnitee is entitled to indemnification
under this Agreement:


 


(a)                                  Written
Request. To obtain indemnification under this Agreement, Indemnitee shall
submit to the Company a written request, including therein or therewith such
documentation and information as is reasonably necessary to determine whether
and to what extent Indemnitee is entitled to indemnification. The Secretary of
the Company shall, promptly upon receipt of such a request for indemnification,
advise the Board in writing of the request.


 


(b)                                 Method
of Determination. Upon such written request by Indemnitee for
indemnification pursuant to Section 5(a), a determination, if
required by applicable law, with respect to Indemnitee’s entitlement to
indemnification shall be made in the specific case by one of the following four
methods, which shall be at the election of the Board:  (1) by a majority vote of the Disinterested
Directors, as defined herein, even though less than a quorum, or by a committee
of Disinterested Directors designated by a majority vote of the Disinterested
Directors, even though less than a quorum, (2) if there are no
Disinterested Directors or if the Disinterested Directors so direct, by
Independent Counsel, as defined herein, in a written opinion to the Board, a
copy of which shall be delivered to the Indemnitee, or (3) if so directed
by the Board, by the stockholders of the Company; provided, however, in the
event of a Potential Change of Control, as defined herein, or a Change of
Control, as defined below, or within two (2) months after a Change of
Control, Independent Counsel shall make such determination rather than the
Board.


 


(c)                                  Change in 
Control. A “Change in Control”
shall be deemed to occur, after the date of this Agreement, upon the earliest
of any of the following events:


 


(i)  Acquisition of Stock by
Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as
defined below), directly or indirectly, of securities of the Company
representing twenty percent (20%) or more of the combined voting power of the
Company’s then outstanding securities;


 


(ii)  Change in Board. During
any period of two (2) consecutive years (not including any period prior to
the execution of this Agreement), individuals who at the beginning of such
period constitute the Board, and any new director (other than a director
designated by a person who has entered into an agreement with the Company to
effect a transaction described in this Section 5(c)), whose
election by the Board or nomination for election by


 


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the
Company’s stockholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of
the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute a least a majority of the members
of the Board;


 


(iii)  Corporate Transactions. The
effective date of a merger or consolidation of the Company with any other
entity, other than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) more than fifty
percent (50%) of the combined voting power of the voting securities of the
surviving entity outstanding immediately after such merger or consolidation and
with the power to elect at least a majority of the governing board of such
surviving entity;


 


(iv)  Liquidation. The approval
by the stockholders of the Company of a complete liquidation of the Company or
an agreement for the sale or disposition by the Company of all or substantially
all of the Company’s assets; and


 


(v)  Other Events. Regardless
whether the Company is then subject to such a reporting requirement, there
occurs any other event of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A (or a
response to any similar item on any similar schedule or form) promulgated
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


 


For
purposes of this Section 5(c), the following terms shall have the
following meanings:


 


(A)                              “Person”
shall mean any natural person, corporation,
partnership, firm, joint venture, association, joint-stock company, trust,
unincorporated organization, governmental authority or other entity; provided,
however, that Person shall exclude (i) the Company, (ii) any trustee
or other fiduciary holding securities under an employee benefit plan of the
Company, and (iii) any corporation owned, directly or indirectly, by the stockholders
of the Company in substantially the same proportions as their ownership of
stock of the Company.


 


(B)                                “Beneficial Owner” shall have the meaning given to
such term in Rule 13d-3 under the Exchange Act.


 


(d)                                 Selection
of Independent Counsel. If the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to Section 5(b) 


 


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hereof, the Independent
Counsel shall be selected by the Disinterested Directors (or a committee
thereof) as provided in Section 5(b) or if there are no
Disinterested Directors, by the Board. Indemnitee may, within ten (10) days
after such written notice of selection shall have been given, deliver to the
Company a written objection to such selection; provided, however, that such
objection may be asserted only on the ground that the Independent Counsel
so selected does not meet the requirements of Section 13(e) of
this Agreement, and the objection shall set forth with particularity the
factual basis of such assertion. Absent a proper and timely objection, the
person so selected shall act as Independent Counsel. If a written objection is
made and substantiated, the Independent Counsel selected may not serve as
Independent Counsel unless and until such objection is withdrawn or a court has
determined that such objection is without merit. If, within twenty (20) days
after submission by Indemnitee of a written request for indemnification
pursuant to Section 5(a) hereof, no Independent Counsel shall
have been selected and not objected to, either the Company or Indemnitee may petition
the Court of Chancery of the State of Delaware or other court of competent
jurisdiction for resolution of any objection which shall have been made by the
Indemnitee to the Company’s selection of Independent Counsel and/or for the
appointment as Independent Counsel of a person selected by the court, and the
person with respect to whom all objections are so resolved or the person so
appointed shall act as Independent Counsel under Section 5(b) hereof.
The Company shall pay any and all reasonable fees and expenses of Independent
Counsel incurred by such Independent Counsel in connection with acting pursuant
to Section 5(b) hereof.


 


(e)                                  Presumptions
in Favor of Indemnitee. In making a determination with respect to
entitlement to indemnification hereunder, the persons or entity making such
determination shall presume that Indemnitee is entitled to indemnification
under this Agreement and that Indemnitee has at all times acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Company. Anyone, including the Company, seeking to
overcome this presumption shall have the burden of proof. Neither the failure
of the Company (including by its directors or independent legal counsel) to
have made a determination of entitlement to indemnification pursuant to this
Agreement prior to the commencement of any action, nor an actual determination
by the Company (including by its directors or independent legal counsel) that
Indemnitee has not met the applicable standard of conduct, shall be a defense
to the action or create a presumption that Indemnitee has not met the
applicable standard of conduct.


 


(f)                                    Prompt
Determination of Entitlement. If the persons or entity empowered or
selected to determine whether Indemnitee is entitled to indemnification shall
not have made a determination within thirty (30) days after receipt by the
Company of the request therefor, the requisite determination of entitlement to
indemnification shall be deemed to have been made and Indemnitee shall be
entitled to such indemnification absent: (i) a misstatement by Indemnitee
of a material fact, or an omission of a material fact necessary to make
Indemnitee’s statement not materially misleading, in connection with the
request for indemnification, or (ii) a prohibition of such indemnification
under applicable law; provided, however, that such 30-day period may be
extended for a reasonable time if the persons or entity making such
determination with respect to entitlement to indemnification in good faith
requires such additional time to obtain or evaluate documentation and/or
information relating thereto;


 


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(g)                                 Cooperation.
Indemnitee shall cooperate with the persons or entity making such determination
with respect to Indemnitee’s entitlement to indemnification, including
providing to such persons or entity upon reasonable advance request any
documentation or information which is not privileged or otherwise protected
from disclosure and which is reasonably available to Indemnitee and reasonably
necessary to such determination. Any Independent Counsel, member of the Board
or stockholder of the Company shall act reasonably and in good faith in making
a determination regarding the Indemnitee’s entitlement to indemnification under
this Agreement.


 


(h)                                 Termination
of Proceeding. The termination of any Proceeding or of any claim, issue or
matter therein, by judgment, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent, shall not of itself adversely affect the
right of Indemnitee to indemnification or create a presumption that Indemnitee
did not act in good faith and in a manner which he or she reasonably believed
to be in or not opposed to the best interests of the Company or, with respect
to any criminal Proceeding, that Indemnitee had reasonable cause to believe
that his or her conduct was unlawful.


 


6.                                       Remedies
of Indemnitee.


 


(a)                                  In
the event that: (i) a determination is made pursuant to this Agreement
that Indemnitee is not entitled to indemnification under this Agreement; (ii) advancement
of Expenses is not timely made pursuant to this Agreement; (iii) no
determination of entitlement to indemnification is made pursuant to this
Agreement within thirty (30) days after
receipt by the Company of the request for indemnification (as such period may be
extended pursuant to Section 5(f)) ; (iv) payment of
indemnification is not made pursuant to this Agreement within thirty (30) days
after receipt by the Company of a written request; or (v) payment of
indemnification is not made within thirty (30) days after a determination has
been made that Indemnitee is entitled to indemnification or such determination
is deemed to have been made pursuant to this Agreement, Indemnitee shall be
entitled to an adjudication in an appropriate court of the State of Delaware,
or in any other court of competent jurisdiction, of Indemnitee’s entitlement to
such indemnification.


 


(b)                                 In
the event that a determination has been made pursuant to this Agreement that
Indemnitee is not entitled to indemnification, any judicial proceeding
regarding an Indemnitee’s entitlement shall be conducted as a de novo trial on
the merits, and Indemnitee shall not be prejudiced by reason of the prior
adverse determination.


 


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7.                                       Non-Exclusivity;
Survival of Rights; Insurance; Subrogation.


 


(a)                                  The
rights of indemnification as provided by this Agreement shall not be deemed
exclusive of any other rights to which Indemnitee may at any time be
entitled under applicable law, the certificate of incorporation of the Company,
the By-laws, any agreement, a vote of stockholders, a resolution of directors
or otherwise. No amendment, alteration or repeal of this Agreement or of any
provision hereof shall limit or restrict any right of Indemnitee under this
Agreement in respect of any action taken or omitted by such Indemnitee in his
or her Corporate Status prior to such amendment, alteration or repeal. To the
extent that a change in the Delaware General Corporation Law, whether by
statute or judicial decision, permits greater indemnification than would be
afforded currently under the By-laws and this Agreement, it is the intent of
the parties hereto that Indemnitee shall enjoy by this Agreement the greater
benefits so afforded by such change. No right or remedy herein conferred is
intended to be exclusive of any other right or remedy, and every other right
and remedy shall be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other right or
remedy.


 


(b)                                 To
the extent the Company maintains an insurance policy or policies providing
liability insurance for directors, officers, employees, or agents or
fiduciaries of the Company or of an Enterprise that such person serves at the
request of the Company, Indemnitee shall be covered by such policy or policies
with no less coverage than any other individual receives under the Company’s
policy or policies. The Company shall maintain such insurance for Indemnitee
for two years post-termination at the same level as it then maintains for its
then current directors and officers. The Company shall give prompt notice of
the commencement of a Proceeding to the insurers in accordance with the
procedures set forth in the respective policies. The Company shall thereafter
take reasonable action to cause such insurers to pay, on behalf of the
Indemnitee, all amounts payable as a result of such Proceeding in accordance
with the terms of such policies.


 


(c)                                  In
the event of any payment under this Agreement, the Company shall be subrogated
to the extent of such payment to all of the rights of recovery of Indemnitee,
who shall execute all papers required and take all action necessary to secure
such rights, including execution of such documents as are necessary to enable
the Company to bring suit to enforce such rights.


 


(d)                                 The
Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable hereunder to the extent that Indemnitee has otherwise
actually received such payment under any insurance policy, contract, agreement
or otherwise. The Company’s obligation to indemnify or advance Expenses
hereunder to Indemnitee who is or was serving at the request of the Company as
a director, officer, employee or agent of an Enterprise shall be reduced by any
amount Indemnitee has actually received as indemnification or advancement of
expenses from such Enterprise.


 


8.                                       Exception
to Right of Indemnification. Notwithstanding any provision in this
Agreement, the Company shall not be obligated under this Agreement to make any
indemnity in connection with any claim made against Indemnitee:


 


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(a)                                  for
an accounting of profits made from the purchase and sale (or sale and purchase)
by Indemnitee of securities of the Company or any Enterprise within the meaning
of Section 16(b) of the Exchange Act or similar provisions of state
statutory law or common law;


 


(b)                                 where
it is determined by final adjudication that the liability imposed upon
Indemnitee was the result of Indemnitee’s actual improper receipt of a personal
benefit or profit or of Indemnitee’s deliberate dishonesty to the Company; or


 


(c)                                  in
connection with any Proceeding (or any part of any Proceeding) initiated
by Indemnitee, including any Proceeding (or any part of any Proceeding)
initiated by Indemnitee against the Company or its directors, officers,
employees or other indemnitees, unless: (i) the Board of Directors of the
Company authorized the Proceeding, (ii) the Company provides the
indemnification, in its sole discretion, pursuant to the powers vested in the
Company under applicable law, or (iii) as provided in the By-Laws.


 


9.                                       Joint
Representation and Selection of Counsel. In the event the Company shall be
obligated hereunder to pay an Indemnitee’s Expenses, the Company shall be
entitled to assume the defense of such Proceeding, with counsel approved by
Indemnitee (which approval shall not be unreasonably withheld). The Company and
Indemnitee shall be jointly represented until such time as Indemnitee
reasonably concludes that there is a conflict of interest between the Company
and Indemnitee in the conduct of any such defense. Notwithstanding this
provision, Indemnitee retains the right to employ separate counsel, wholly at
Indemnitee’s own expense, in any such proceeding in addition to or in place of
any counsel retained by the Company on behalf of Indemnitee.


 


10.                                 Duration
of Agreement. All agreements and obligations of the Company contained
herein, including advancement of expenses, shall continue past Indemnitee’s
time of service to the Company or an Enterprise, and shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and their
respective successors (including any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of the business
or assets of the Company), assigns, spouses, heirs, executors and personal and
legal representatives.


 


11.                                 Security.
To the extent requested by Indemnitee and approved by the Board of Directors of
the Company, the Company may at any time and from time to time provide
security to Indemnitee for the Company’s obligations hereunder through an
irrevocable bank line of credit, funded trust or other collateral. Any such
security, once provided to Indemnitee, may not be revoked or released
without the prior written consent of the Indemnitee. In the event of a
Potential Change in Control, as defined herein, or a Change in Control, the
Company shall, promptly upon written request by Indemnitee, create a Trust for
the benefit of Indemnitee and from time to time, upon written request by or on
behalf of Indemnitee to the Company, shall fund such Trust in an amount, as set
forth in such request, sufficient to satisfy any and all Expenses reasonably
anticipated at the time of each such request to be incurred in connection with
an indemnifiable event. The terms of the Trust shall provide that upon a Change
in Control: (i) the Trust shall not be revoked or the principal thereof
invaded, without the written consent of Indemnitee; (ii) the Trustee shall
advance, within ten (10) business days of a request by 


 


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Indemnitee, any and all
Expenses to Indemnitee, not advanced directly by the Company to Indemnitee (and
Indemnitee hereby agrees to reimburse the Trust under the circumstances under
which Indemnitee would be required to reimburse the Company under this
Agreement); (iii) the Trust shall continue to be funded by the Company in
accordance with the funding obligation set forth above; (iv) the Trustee
shall promptly pay to Indemnitee all amounts for which Indemnitee shall be
entitled to indemnification pursuant to this Agreement or otherwise; and (v) all
unexpended funds in such Trust shall revert to the Company upon a final
determination that Indemnitee has been fully indemnified under the terms of
this Agreement. Nothing in this Section 11 shall relieve the
Company of any of its obligations under this Agreement. A Potential Change in
Control shall be deemed to have occurred if: (i) the Company enters into
an agreement or arrangement, the consummation of which would result in the
occurrence of a Change in Control; (ii) the Company or any person publicly
announces an intention to take or to begin taking actions which if completed
would constitute a Change in Control; or (iii) the Board adopts a
resolution to the effect that, for purposes of this Agreement, a Potential
Change in Control has occurred.


 


12.                                 Enforcement.


 


(a)                                  The
Company expressly confirms and agrees that it has entered into this Agreement
and assumes the obligations imposed on it hereby in order to induce Indemnitee
to serve as an officer or director of the Company, and the Company acknowledges
that Indemnitee is relying upon this Agreement in serving as an officer or
director of the Company.


 


(b)                                 This
Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements and understandings,
oral, written and implied, between the parties hereto with respect to the
subject matter hereof.


 


13.                                 Definitions.
For purposes of this Agreement:


 


(a)                                  “Corporate Status” describes the status of a
person who is or was a director, officer, employee, agent or fiduciary of the
Company or of any other Enterprise that such person is or was serving at the
request of the Company. Indemnitee’s service to an Enterprise at the request of
the Company is expressly deemed to be included within an Indemnitee’s Corporate
Status. Indemnitee’s service as a director, officer, employee, agent or
fiduciary to any of the following Enterprises shall be deemed to be at the
express written request of the Company: 
any direct or indirect subsidiary of the Company, any entity for which
the Company accounts on the equity method, any special purpose entity or
variable interest entity of the Company, and any investment company as to which
an affiliate of the Company serves as investment advisor.


 


(b)                                 “Disinterested Director” means a director of
the Company who is not and was not a party to the Proceeding in respect of
which indemnification is sought by Indemnitee.


 


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(c)                                  “Enterprise” shall mean the Company and any
other corporation, partnership, direct or indirect subsidiary, joint venture,
trust, employee benefit plan or other enterprise that Indemnitee is or was
serving at the express written request of the Company as a director, officer,
employee, agent or fiduciary. Enterprise shall also include, but is not limited
to, entities for which the Company accounts on the equity method, special
purpose entities, variable interest entities, and investment companies as to
which an affiliate of the Company serves as investment advisor.


 


(d)                                 “Expenses” shall include all reasonable
attorneys’ fees, retainers, court costs, transcript costs, fees of experts,
witness fees, travel expenses, duplicating costs, printing and binding costs,
telephone charges, postage, delivery service fees, appeal costs and all other
disbursements or expenses of the types customarily incurred in connection with
prosecuting, defending, preparing to prosecute or defend, investigating,
participating, or being or preparing to be a witness in a Proceeding. Expenses
shall also include judgments, penalties  or fines against Indemnitee and amounts paid
in settlement by Indemnitee (only if such settlement is approved by the
Company, which approval shall not be unreasonably withheld) of any claim
relating to a Proceeding. In addition, Expenses shall include the incremental personal
income taxes (whether federal, state, local or foreign) actually paid or
payable by Indemnitee, together with any interest or penalties thereon, by
virtue of the receipt of indemnification payments under this Agreement.


 


(e)                                  “Independent Counsel” means a law firm, or a
member of a law firm, that is experienced in matters of corporation law and
neither presently is, nor in the past five years has been, retained to
represent:  (i) the Company or Indemnitee
in any matter material to either such party (other than with respect to matters
concerning Indemnitee under this Agreement, or of other indemnitees under
similar indemnification agreements); or (ii) any other party to the
Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding
the foregoing, the term “Independent Counsel” shall not include any person (i) who,
under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Company or Indemnitee in
an action to determine Indemnitee’s rights under this Agreement or (ii) who,
or whose firm, represented a third party that was adverse to the Company, or
any affiliate of the Company, or Indemnitee within the preceding twelve months.
The Company agrees to pay the reasonable fees and expenses of the Independent
Counsel.


 


(f)                                    “Proceeding” includes any threatened,
pending or completed action, suit, arbitration, alternate dispute resolution
mechanism, investigation, inquiry, administrative hearing or any other actual,
threatened or completed proceeding, whether brought by or in the right of the
Company or otherwise and whether civil, criminal, administrative or
investigative, in which Indemnitee was, is or will be involved as a party or
otherwise, by reason of the fact of Indemnitee’s past or present Corporate
Status, by reason of any action taken by him or her or of any inaction on his
or her part while acting as an officer or director of the Company or any
Enterprise, or by reason of the fact that he or she is or was serving at the
request of the Company as a director, officer, employee, agent or fiduciary of
another Enterprise, in each case whether or not he or she is acting or serving
in any such capacity at the time any liability or expense is incurred for which
indemnification can be provided under this Agreement, including one pending on
or before the date of this Agreement, but excluding one initiated by an 


 


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Indemnitee pursuant to Section 6
of this Agreement to enforce his or her rights under this Agreement.


 


14.                                 Severability.
The invalidity or unenforceability of any provision hereof shall in no way
affect the validity or enforceability of any other provision. Without limiting
the generality of the foregoing, this Agreement is intended to confer upon
Indemnitee indemnification rights to the fullest extent permitted by applicable
laws. In the event any provision hereof conflicts with any applicable law, such
provision shall be deemed modified, consistent with the aforementioned intent,
to the extent necessary to resolve such conflict.


 


15.                                 Modification
and Waiver. No supplement, modification, termination or amendment of this
Agreement shall be binding unless executed in writing by both of the parties
hereto. No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provisions hereof (whether or not
similar) nor shall such waiver constitute a continuing waiver.


 


16.                                 Notice.
Indemnitee agrees promptly to notify the Company in writing upon being served
with or otherwise receiving any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding or matter
which may be subject to indemnification covered hereunder. The failure to
so notify the Company shall not relieve the Company of any obligation which it may have
to Indemnitee under this Agreement or otherwise, unless and only to the extent
that such failure or delay materially prejudices the Company. All
communications given or made pursuant to this Agreement shall be in writing and
shall be deemed effectively given:  (a) upon
personal delivery to the party to be notified, (b) when sent by confirmed
electronic mail or facsimile if sent during normal business hours of the
recipient, and if not so confirmed, then on the next business day, (c) five
(5) days after having been sent by registered or certified mail, return
receipt requested, postage prepaid, or (d) one (1) day after deposit
with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt. All communications shall be sent to
Indemnitee at the address set forth below Indemnitee’s signature hereto, and to
the Company at:


 


Ameriprise Financial, Inc.


55 Ameriprise Financial Center


Minneapolis, MN  55474


Attention: General Counsel


 


or to such other address
as may have been furnished to Indemnitee by the Company or to the Company
by Indemnitee, as the case may be.


 


17.                                 Counterparts.
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same Agreement. This Agreement may also be executed and delivered by
facsimile signature and in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.


 


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18.                                 Headings.
The headings of the paragraphs of this Agreement are inserted for convenience
only and shall not be deemed to constitute part of this Agreement or to
affect the construction thereof.


 


19.                                 No
Construction as Employment Agreement. Nothing contained herein shall be
construed as giving Indemnitee, if an employee of the Company or any
Enterprise, any right to be retained in the employ of the Company or any
Enterprise.


 


20.                                 Governing
Law. This Agreement and the legal relations among the parties shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Delaware, regardless of the laws that might otherwise govern under
applicable principles of conflicts of laws thereof.


 


SIGNATURE PAGE TO
FOLLOW


 


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IN WITNESS WHEREOF, the parties have caused this
Agreement to be duly executed on the day and year first above written.


 


 


	
   

  	
  AMERIPRISE FINANCIAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Its

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INDEMNITEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address of Indemnitee:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
						



 


Signature
Page to Indemnification Agreement with Ameriprise Financial, Inc.