exhibit1024-12312021






THREADNEEDLE DEFERRAL PLAN  (As Amended and Restated Effective January 1, 2018)  Purpose  The purpose of the Threadneedle Deferral Plan (formerly known as the Threadneedle Fund  Deferral Plan, the “Plan”) is to align the interests of key employees with those of the shareholders  of Ameriprise Financial, Inc., a Delaware corporation (“Ameriprise”) and investors in funds  managed by Threadneedle Asset Management Holdings Sàrl (“Threadneedle”) and its subsidiaries  from time to time by providing for the deferral of incentive compensation into various investment  options and by providing for the grant of deferral awards under the Ameriprise Financial 2005  Incentive Compensation Plan, as amended and restated effective April 30, 2014 (as further  amended or restated from time to time, or any successor plan thereto, the “Ameriprise 2005  Incentive Plan”).  Article 1  Definitions  For purposes of the Plan, unless otherwise clearly apparent from the context, the following  phrases or terms shall have the meanings indicated in this Article 1:  1.01. “Account” shall mean a Deferral Award Account, a Deferred Stock Option Account  and/or a Deferred Stock Unit Account.  1.02. “Annual Award Materials” shall mean the annual award agreement or similar  documentation and any other forms or documents evidencing the terms of an Award.  1.03. “Award” shall mean a Deferral Award, a Deferred Stock Option or a Deferred  Stock Unit.  1.04. “Beneficiary” of a Participant shall mean the estate of the Participant.  1.05. “CBC” shall mean the Compensation and Benefits Committee of the Board of  Directors of Ameriprise.  Any reference herein to the CBC shall be deemed to include any person  to whom any duty of the CBC has been delegated.  1.06. “Change in Control” shall mean any transaction or series of transactions that  constitutes a change in the ownership or effective control of a corporation, or a change in the  ownership of a substantial portion of the assets of a corporation, in each case within the meaning  of Section 409A.  To constitute a Change in Control for purposes of the Plan, the event must relate  to Ameriprise.    1.07. “Committee” shall mean the Remuneration Committee of Threadneedle.  Any  reference herein to the Committee shall be deemed to include any person to whom any duty of the  Committee has been delegated pursuant to Article 8.02.  Exhibit 10.24 





 






2  1.08. “Deferral Award” shall mean an award of compensation to an Employee that is  mandatorily deferred into the Plan at the Committee’s election.  1.09. “Deferral Award Account” shall mean a notional, bookkeeping account established  under the Plan to reflect the Participant’s Deferral Awards, as adjusted to reflect all applicable  Investment Adjustments and all prior withdrawals and distributions in accordance with Article 2.  1.10. “Deferred Stock Option” shall mean an award of a Deferred Stock Option to an  Employee under the Ameriprise 2005 Incentive Plan.  1.11. “Deferred Stock Option Account” shall mean a notional, bookkeeping account  established under the Plan to reflect the Participant’s Deferred Stock Options, as adjusted in  accordance with Article 3.  1.12. “Deferred Stock Option Certificate” shall mean the Annual Award Materials or the  certificate evidencing the award of a Deferred Stock Option.  1.13. “Deferred Stock Unit” shall mean shall mean an award of a Deferred Stock Unit to  an Employee under the Ameriprise 2005 Incentive Plan.  1.14. “Deferred Stock Unit Account” shall mean a notional, bookkeeping account  established under the Plan to reflect the Participant’s Deferred Stock Units, as adjusted in  accordance with Article 4.  1.15. “Deferred Stock Unit Certificate” shall mean the Annual Award Materials or the  certificate evidencing the award of a Deferred Stock Unit.  1.16. “Designation Date” shall mean the date or dates as of which a designation of  investment directions by a Participant pursuant to Article 2.04, or any change in a prior designation  of investment directions by a Participant pursuant to Article 2.04 shall become effective.  1.17. “Disability” shall have the meaning given to such term in section 6 of the Equality  Act 2010, as it may be amended from time to time, and guidance issued thereunder.  1.18. “Employee” shall mean a person who is an employee of the Threadneedle Group,  as determined by the Committee in its sole discretion.  1.19. “Excess Amount” shall have the meaning given to such term in Article 5.04.  1.20. “Expiration Date” of Deferred Stock Option shall mean the date on which the  Deferred Stock Option is cancelled and can no longer be exercised, as described in the applicable  Annual Award Materials.  1.21. “Fair Market Value”  with respect to the Shares as of any date shall mean the per- Share closing price as reported on the NYSE composite tape on such date, or, if there is no such  reported sale price of Shares on the NYSE composite tape on such date, then the per-Share closing  price as reported on the NYSE composite tape on the last previous day on which sale price was  





 






3  reported on the NYSE composite tape, or such other value as determined by the Committee in  accordance with applicable law.  1.22. “Financial Conduct Authority” shall mean the U.K. Financial Conduct Authority,  or any successor body thereto.  1.23. “Grant Date” shall mean the date that a Deferral Award is credited to the  Employee’s Deferral Award Account, or the date that a Deferred Stock Option or a Deferred Stock  Unit is granted to the Employee under the Ameriprise 2005 Incentive Plan.  1.24. “Investment Adjustment” shall mean an adjustment made to the balance of a  Deferral Award Account in accordance with Article 2.05 to reflect the performance of an  Investment Option pursuant to which the value of the Account or portion thereof is measured.  1.25. “Investment Agent” shall mean the person appointed by the Committee to make  hypothetical investments in Investment Options in the Deferral Award Accounts of Participants,  or if no person is so designated, the Committee.  1.26. “Investment Option” shall mean a hypothetical investment made available under  the Plan from time to time by the Committee for purposes of valuing Deferral Award Accounts.   In the event that an Investment Option ceases to exist or is no longer to be an Investment Option,  the Committee may designate a substitute Investment Option for the discontinued hypothetical  investment.  1.27. “Participant” shall mean any eligible Employee to whom an Award has been  granted, who commences participation in the Plan and whose participation in the Plan has not  terminated.  1.28. “Retirement” shall mean the voluntary termination of Participant’s employment  with the prior written consent of the Committee at or before the time of such termination.  1.29. “Section 409A” shall mean Section 409A of the US Tax Code, and US Treasury  Regulations and other official guidance issued thereunder.  1.30. “Separation from Service” shall mean a termination of employment with  Threadneedle and all members of Threadneedle’s controlled group of corporations that are treated  as a single employer with Threadneedle under Section 414(b) or 414(c) of the US Tax Code  (determined under a 50 percent ownership test).  1.31.  “Share” shall mean a share of the common stock, par value $0.01 per share, of  Ameriprise.  1.32. “Threadneedle Group” shall mean Threadneedle or one of its subsidiaries.  1.33. “US Tax Code” shall mean the US Internal Revenue Code of 1986, as it may be  amended from time to time, and all regulations, interpretations and administrative guidance issued  thereunder.  





 






4  1.34. “US Taxpayer” shall mean a Participant who is subject to income taxation by the  United States of America (“US Tax”) at the Grant Date, is expected to become subject to US Tax  following the Grant Date or actually becomes subject to US Tax following the Grant Date but prior  to the date upon which any portion of an Account vests.  1.35. “US Treasury Regulations” shall mean the regulations promulgated under the US  Tax Code.  1.36. “Vesting Date” shall have the meaning given to such term in Article 2.02(a),  Article 3.02 and Article 4.02(a), respectively.  Article 2  Deferral Awards  2.01. Commencement of Participation.  An eligible Employee’s participation in the Plan  with respect to a Deferral Award shall commence as of the Grant Date of the Deferral Award  provided the Employee accepts the terms of the Plan by accepting their Deferral Award and  agreeing to the transfer of personal data.  The Committee in its sole discretion shall determine the  amount of the Deferral Award.  2.02. Vesting.      (a) Except as otherwise provided by Article 2.08, a Participant shall vest in his  or her Deferral Award on the dates specified in the Annual Award Materials for such Deferral  Award or as documented in an action taken by the Committee (each, a “Vesting Date” and  collectively, the “Vesting Dates”).  The Vesting Dates of Deferral Awards set forth in the Annual  Award Materials or as documented in an action taken by the Committee shall be established by  the Committee in its sole discretion and may vary for each Participant.  Notwithstanding anything  to the contrary contained in the Plan or any Annual Award Materials, the Committee shall have  the authority, exercisable in its sole discretion, to accelerate the vesting of any Deferral Awards of  any Participant; provided, however, that, with respect to US Taxpayers, such accelerated vesting  shall not affect the time and form of payment pursuant to Article 2.07(b) unless such change to the  time and form of payment is permitted under Section 409A.  (b) For the avoidance of doubt, a US Taxpayer shall have no legally binding  right to a Deferral Award that is credited to a Deferral Award Account for such US Taxpayer prior  to the Grant Date applicable to such Deferral Award, and the time and form of payment of such  Deferral Award shall be established by the Committee in compliance with and in reliance on  Section 1.409A-2(a)(2) of the US Treasury Regulations, which generally requires the time and  form of payment to be irrevocably established by the Committee not later than the than the time  the US Taxpayer obtains a legally binding right to the compensation.  2.03. Deferral Award Account.  A Deferral Award granted to a Participant shall be  credited to a Deferral Award Account under the Plan for the Participant.  The Committee may use  separate Deferral Award Accounts for different types of Deferral Awards, and subaccounts of a  Deferral Award Account for different Deferral Awards granted to a Participant.  





 






5  2.04. Investment Options.  (a) Establishment.  The Committee shall establish from time to time the  Investment Option(s) that will be available under the Plan for Deferral Award Accounts.  At any  time, the Committee may, in its discretion, add one or more additional Investment Options under  the Plan for Deferral Award Accounts, and in connection with any such addition, may permit  Participants to select from among the then-available Investment Options under the Plan for  Deferral Award Accounts to measure the value of such Participants’ Deferral Award Accounts.  In  addition, the Committee, in its sole discretion, may discontinue any Investment Option at any time,  and provide for the portions of Participants’ Deferral Award Account designated to the  discontinued Investment Option to be reallocated to another Investment Option(s).  (b) Investment Direction.  Subject to such limitations, operating rules and  procedures as may from time to time be required by law, imposed by the Committee or contained  elsewhere in the Plan, each Participant may communicate to the Investment Agent a direction (in  accordance with this Article 2.04 as to how his or her Deferral Award Account should be deemed  to be invested among the Investment Option(s) made available by the Committee for Deferral  Award Accounts.  The Participant’s investment directions shall designate the percentage (in any  whole percent multiples, which must total 100 percent) of either the portion of the existing Deferral  Award Account balance or the portion of the subsequent contributions to the Participant’s Deferral  Award Account which is requested to be deemed to be invested in such Investment Options, and  shall be subject to the rules set forth in this Article 2.04.  The Investment Agent shall credit the  value of the Participant’s Deferral Award Account in accordance with the directions of the  Participant except to the extent that the Committee directs it to the contrary.  The Committee has  the authority, but not the requirement, in its sole and absolute discretion, to direct in the Annual  Award Materials for a particular Deferral Award that a Participant’s Deferral Award Account be  invested among such investments as it deems appropriate and advisable, which investments need  not be the same for each Participant.  (c) Form of Investment Direction.  Any initial or subsequent investment  direction shall be in writing to the Investment Agent on a form supplied by the Committee, or, as  permitted by the Investment Agent, may be by oral designation or electronic transmission  designation to the Investment Agent.  A designation shall be effective as of the Designation Date.   The Participant may, if permitted by the Committee, make an investment direction to the  Investment Agent for his or her existing Deferral Award Account as of a Designation Date and a  separate investment direction to the Investment Agent for contribution credits to his or her Deferral  Award Account occurring after the Designation Date.  (d) Effect of Investment Direction.  All amounts associated with a Participant’s  Deferral Award Account shall be credited to Investment Options in accordance with the then  effective investment direction, unless the Committee directs otherwise.  Unless otherwise changed  by the Committee, an investment direction shall remain in effect until the Participant’s Deferral  Award Account is distributed or forfeited in its entirety, or until a subsequent investment direction  is received and accepted by the Investment Agent for the Deferral Award Account.  (e) Change of Investment Direction.  If a Participant files an investment  direction with the Investment Agent for his or her existing Deferral Award Account by the day  





 






6  prior to the next available Designation Date which is received and accepted by the Investment  Agent and not overridden by the Committee, then the Participant’s existing Deferral Award  Account shall be deemed to be reallocated as of the next Designation Date (or as soon thereafter  as administratively practicable) among the designated Investment Options according to the  percentages specified in such investment direction.  Unless otherwise changed by the Committee,  an investment direction shall remain in effect until the Participant’s Deferral Award Account is  distributed or forfeited in its entirety, or until a subsequent investment direction is received and  accepted by the Investment Agent for the Deferral Award Account.  (f) Limits on Investment Direction.  The Committee, in its sole discretion, may  place limits on a Participant’s ability to make changes with respect to any Investment Options for  Deferral Award Accounts.  (g) Invalid Investment Direction.  If the Investment Agent receives an initial or  subsequent investment direction with respect to a Deferral Award Account which it deems to be  incomplete, unclear or improper, or which is unacceptable for some other reason (determined in  the sole and absolute discretion of the Investment Agent), the Participant’s investment direction  for such Deferral Award Account then in effect shall remain in effect (or, in the case of a deficiency  in an initial investment direction, the Participant shall be deemed to have filed no investment  direction) until the Participant files an investment direction for such Deferral Award Account  acceptable to the Investment Agent.  (h) Default Investment Direction.  If the Investment Agent does not possess  valid investment directions covering the full balance of a Participant’s Deferral Award Account or  subsequent contributions thereto (including, without limitation, situations in which no investment  direction has been filed, situations in which the investment direction is not acceptable to the  Investment Agent under Article 2.04(g), or situations in which some or all of the Participant’s  designated investments are no longer permissible Investment Options for Deferral Award  Accounts), the Committee may provide for the undesignated portion to be allocated to or among  the Investment Option(s) that the Participant did designate in the same proportion as the designated  portion, or may provide for any other allocation method it deems appropriate, in its discretion.  (i) Indemnity for Investment Direction.  None of the Threadneedle Group, their  directors and employees (including, without limitation, each member of the Committee) and their  designated agents and representatives shall have any liability whatsoever for the investment of a  Participant’s Deferral Award Account, or for the investment performance of a Participant’s  Deferral Award Accounts.  Each Participant, as a condition to his or her participation hereunder,  agrees to indemnify and hold harmless the Threadneedle Group, their directors and employees  (including, without limitation, each member of the Committee) and their designated agents and  representatives from any losses or damages of any kind (including, without limitation, lost  opportunity costs) relating to the investment direction of a Participant’s Deferral Award Accounts.   The Investment Agent shall have no liability whatsoever for the investment direction of a  Participant’s Deferral Award Accounts, or for the investment performance of a Participant’s  Deferral Award Accounts.  Each Participant, as a condition to his or her participation hereunder,  agrees to indemnify and hold harmless the Investment Agent, and its agents and representatives,  from any losses or damages of any kind (including, without limitation, lost opportunity costs)  relating to the investment direction of a Participant’s Deferral Award Accounts.  





 






7  2.05. Adjustment of Deferral Award Accounts.  While a Participant’s Deferral Award  Account does not represent the Participant’s ownership of, or any ownership interest in, any  particular assets, the Participant’s Deferral Award Account shall be adjusted in accordance with  the Investment Option(s), subject to the conditions and procedures set forth herein or established  by the Committee from time to time.  Any notional cash earnings generated under an Investment  Option (such as interest, cash dividends and short-term and long-term gains and other  distributions) shall, at the Committee’s sole discretion, either be deemed to be credited in that  Investment Option or in one or more other Investment Option(s) designated by the Committee.   All notional acquisitions and dispositions of Investment Options under a Participant’s Deferral  Award Account shall be deemed to occur at such times as the Committee shall determine to be  administratively feasible in its sole discretion and the Participant’s Deferral Award Account shall  be adjusted accordingly.  A Participant’s Deferral Award Account shall be adjusted to reflect any  action taken pursuant to Article 5.  In addition, a Participant’s Deferral Award Account may be  adjusted from time to time, in accordance with procedures and practices established by the  Committee, in its sole discretion, to reflect any notional transactional costs and other fees and  expenses relating to the deemed investment, disposition or carrying of any Investment Option for  the Participant’s Deferral Award Account.  2.06. Valuation of Deferral Award Accounts Pending Distribution.  To the extent that the  distribution of any portion of any Deferral Award Account is deferred, whether pursuant to the  terms of the Plan or Annual Award Materials, or for any other reason, any amounts remaining to  the credit of a Deferral Award Account shall continue to be adjusted pursuant to Article 2.05.  2.07. Payment of Deferral Award Accounts.  (a) Payment Medium.  Distribution of vested Deferral Award Accounts (or  portions thereof) shall be paid in cash; provided, however, that the Committee may provide, in its  sole discretion, to distribute all or a portion of a vested Deferral Award Account in a medium other  than cash.  In the event that a vested Deferral Award Account (or portion thereof) is distributed in  a medium other than cash, a Participant shall not have any interest in the shares of the Investment  Option(s) upon which the value of the Deferral Award Account (or portion thereof) is based, nor  any ownership rights, including voting rights, unless and until the Deferral Award Account (or  portion thereof) vests and a share of such Investment Option is distributed to the Participant.  (b) Time and Form of Payment.  Except as otherwise provided by Article 2.08,  a Participant’s vested Deferral Award Accounts shall be distributed in accordance with the  applicable Annual Award Materials.  2.08. Effect of Certain Events.  (a) Death.  In the event of a Participant’s death, all amounts credited to the  deceased Participant’s Deferral Award Account shall immediately become 100 percent vested, and  shall be payable to the Participant’s Beneficiary in a lump sum as soon as administratively  practicable following the date of the Participant’s death, but in no event later than the end of the  year of the Participant’s death, or, if later, by the 15th day of the third month following the date of  the Participant’s death.  The Participant’s Beneficiary will not be permitted, either directly or  indirectly, to designate the year of payment.  





 






8  (b) Separation from Service due to Disability.  In the event that (i) a Participant  undergoes an involuntary Separation from Service due to Disability, and (ii) such Participant  complies with any applicable requirement to execute and not revoke a release of claims, then all  amounts credited to the Account of such Participant shall immediately become 100 percent vested.   The payment of such Participant’s Accounts shall not accelerate upon Separation from Service due  to Disability but instead shall remain payable at the payment date set forth in Article 2.07(b).  (c) Involuntary Separation from Service due to Redundancy.  In the event that  (i) a Participant undergoes an involuntary Separation from Service due to redundancy, and (ii) such  Participant complies with any applicable requirement to execute and not revoke a release of claims,  then all amounts credited to the Participant’s Deferral Award Account shall immediately become  100 percent vested, and subject to compliance with Article 9.16(a)(i) with respect to  US Taxpayers, shall be payable to the Participant in a lump sum on the 60th day following the date  of the Participant’s Separation from Service (the “Sixtieth Day”), or as soon as administratively  practicable following the Sixtieth Day, but in no event later than the end of the year in which the  Sixtieth Day occurs, or, if later, by the 15th day of the third month following the Sixtieth Day.   The Participant will not be permitted, either directly or indirectly, to designate the year of payment.  (d) Retirement.  In the event of a Participant’s Retirement, all amounts credited  to the Deferral Award Account of such Participant shall immediately become 100 percent vested.   The payment of such Participant’s Deferral Award Account shall not accelerate upon Retirement  but instead shall remain payable at the payment date set forth in Article 2.07(b).  (e) Other Separation from Service.  In the event that a Participant undergoes a  Separation from Service for any reason other than due to death, Disability, redundancy or  Retirement, then any unvested amounts credited to the Participant’s Deferral Award Account shall  be forfeited by the Participant and shall not be paid.  (f) Change in Control.  Upon the occurrence of a Change in Control, all  amounts credited to any and all Deferral Award Accounts of each Participant as of the effective  date of such Change in Control shall immediately become 100 percent vested.  Notwithstanding  anything to the contrary set forth in the Plan, upon the occurrence of a Change in Control, all  previously undistributed Deferral Award Accounts shall be distributed to Participants as soon as  administratively practicable following the effective date of such Change in Control, but in no event  later than 90 days thereafter.  The Participant will not be permitted, either directly or indirectly, to  designate the year of payment.  Article 3  Deferred Stock Options  3.01. Commencement of Participation.  An eligible Employee’s participation in the Plan  with respect to a Deferred Stock Option shall commence as of the Grant Date of the Deferred Stock  Option provided the Employee accepts the terms of the Plan, the Ameriprise 2005 Incentive Plan  and the applicable Deferred Stock Option Certificate by accepting his or her Deferred Stock Option  and agreeing to the transfer of personal data.  The CBC in its sole discretion shall determine the  grant of any Deferred Stock Options to an Employee.  





 






9  3.02. Vesting.  Except as otherwise provided by the Ameriprise 2005 Incentive Plan or  the applicable Deferred Stock Option Certificate, a Participant shall vest in his or her Deferred  Stock Option on the dates specified in the Annual Award Materials for such Deferred Stock Option  or as documented in an action taken by the Committee (each, a “Vesting Date” and collectively,  the “Vesting Dates”).  The Vesting Dates of Deferred Stock Options set forth in the Annual Award  Materials or as documented in an action taken by the Committee shall be established by the CBC  in its sole discretion and may vary for each Participant.  Notwithstanding anything to the contrary  contained in the Plan or any Annual Award Materials, but subject to the Ameriprise 2005 Incentive  Plan and the applicable Deferred Stock Option Certificate, the CBC shall have the authority,  exercisable in its sole discretion, to accelerate the vesting of any amounts credited to any Deferred  Stock Option Account of any Participant.  3.03. Deferred Stock Option Account.  A Deferred Stock Option granted to a Participant  shall be credited to a Deferred Stock Option Account under the Plan for the Participant.  The  Committee may use subaccounts of a Deferred Stock Option Account for different Deferred Stock  Options granted to a Participant.  3.04. Adjustment of Deferred Stock Option Accounts.  The number of shares credited to  a Participant’s Deferred Stock Option Account shall be adjusted to reflect any changes in the  number of Shares subject to any Deferred Stock Option credited to the Deferred Stock Option  Account, pursuant to the Ameriprise 2005 Incentive Plan, the applicable Deferred Stock Option  Certificate or any action taken by the CBC with respect to the Deferred Stock Unit that results in  a change to the number of Shares subject to the Deferred Stock Option.  Notwithstanding the  foregoing, no adjustment shall be made to a Participant’s Stock Option Account for any dividends  or dividend equivalents on the Shares subject to any Deferred Stock Option.  In addition, a  Participant’s Deferred Stock Option Account shall be adjusted to reflect any action taken pursuant  to Article 5.  3.05. Effect of Certain Events.  The effect of the death, Retirement or termination of  employment of a Participant, or a Change in Control of Ameriprise, on a Deferred Stock Option  credited to the Participant’s Deferred Stock Option Account shall be determined under the  applicable Annual Award Materials and Deferred Stock Option Certificate, subject to the terms of  the Ameriprise 2005 Incentive Plan.  3.06. Exercise of Deferred Stock Options.  (a) Exercise.  Subject to the terms of the Ameriprise 2005 Incentive Plan and  applicable Deferred Stock Option Certificate, after a Deferred Stock Option has vested, the  Participant may exercise such Deferred Stock Option (or portion thereof) at any time before its  Expiration Date by following the process set forth in the applicable Annual Award Materials or  any subsequently provided instructions.  (b) Payment Medium.  Upon the exercise of a vested Deferred Stock Option (or  portion thereof) by a Participant, the Participant shall be entitled to receive a payment in cash of  an aggregate amount equal to strike price of the Deferred Stock Option and the Fair Market Value  of a Share on the date of exercise, multiplied by the number of Shares with respect to which the  Deferred Stock Option was exercised (the “Deferred Stock Option Payment Amount”); provided,  





 






10  however, that the Committee may provide, in its sole discretion, to pay all or a portion of the  Deferred Stock Option Payment Amount in Shares under the Ameriprise 2005 Incentive Plan with  a Fair Market Value on the date that the Deferred Stock Option was exercised equal to the portion  of the Deferred Stock Option Payment Amount being paid in Shares.  In the event that the Deferred  Stock Option Payment Amount is distributed in Shares, the Participant shall not have any interest  in the Shares, nor any ownership rights, including voting rights, unless and until the Shares are  distributed to the Participant.  (c) Time and Form of Payment.  Except as otherwise provided by Article 3.05,  the Deferred Stock Option Payment Amount shall be paid to the Participant in accordance with  the applicable Annual Award Materials.  Article 4  Deferred Stock Units  4.01. Commencement of Participation.  An eligible Employee’s participation in the Plan  with respect to a Deferred Stock Unit shall commence as of the Grant Date of the Deferred Stock  Unit provided the Employee accepts the terms of the Plan, the Ameriprise 2005 Incentive Plan and  the applicable Deferred Stock Unit Certificate by accepting his or her Deferred Stock Unit and  agreeing to the transfer of personal data.  The CBC in its sole discretion shall determine the grant  of any Deferred Stock Units.  4.02. Vesting.      (a) Except as otherwise provided by the Ameriprise 2005 Incentive Plan or the  applicable Deferred Stock Unit Certificate, a Participant shall vest in his or her Deferred Stock  Unit on the dates specified in the Annual Award Materials for such Deferred Stock Unit or as  documented in an action taken by the Committee (each, a “Vesting Date” and collectively, the  “Vesting Dates”).  The Vesting Dates of Deferred Stock Units set forth in the Annual Award  Materials or as documented in an action taken by the Committee shall be established by the CBC  in its sole discretion and may vary for each Participant.  Notwithstanding anything to the contrary  contained in the Plan or any Annual Award Materials, but subject to the Ameriprise 2005 Incentive  Plan and the applicable Deferred Stock Unit Certificate, the CBC shall have the authority,  exercisable in its sole discretion, to accelerate the vesting of any Deferred Stock Units of any  Participant; provided, however, that, with respect to US Taxpayers, such accelerated vesting shall  not affect the time and form of payment pursuant to Article 4.06 unless such change to the time  and form of payment is permitted under Section 409A.  (b) For the avoidance of doubt, a US Taxpayer shall have no legally binding  right to a Deferred Stock Unit that is credited to a Deferred Stock Unit Account for such  US Taxpayer prior to the Grant Date applicable to such Deferred Stock Unit, and the time and  form of payment of such Deferred Stock Unit shall be established by the CBC in compliance with  and in reliance on Section 1.409A-2(a)(2) of the US Treasury Regulations, which generally  requires the time and form of payment to be irrevocably established by the CBC not later than the  time the US Taxpayer obtains a legally binding right to the compensation.  





 






11  4.03. Deferred Stock Unit Account.  A Deferred Stock Unit granted to a Participant shall  be credited to a Deferred Stock Unit Account under the Plan for the Participant.  The Committee  may use subaccounts of a Deferred Stock Unit Account for different Deferred Stock Units granted  to a Participant.  Deferred Stock Unit Accounts shall be maintained in shares, with one share  credited to the Deferred Stock Unit Account for each Share of the Deferred Stock Unit.  4.04. Adjustment of Deferred Stock Unit Accounts.    (a) The number of shares credited to a Participant’s Deferred Stock Unit  Account shall be adjusted to reflect any changes in the number of Shares subject to any Deferred  Stock Unit credited to the Deferred Stock Unit Account, pursuant to the Ameriprise 2005 Incentive  Plan, the applicable Deferred Stock Unit Certificate or any action taken by the CBC with respect  to the Deferred Stock Unit that results in a change to the number of Shares subject to the Deferred  Stock Unit.    (b) Any dividend equivalents payable on a Deferred Stock Unit (including  additional Deferred Stock Units pursuant to this Article 4.04(b)) shall be deemed reinvested in  additional Deferred Stock Units that are subject to the same terms and vesting as the Deferred  Stock Units (including additional Deferred Stock Units pursuant to this Article 4.04(b)) on which  the dividend equivalents are paid.  An adjustment shall be made to a Participant’s Deferred Stock  Unit Account on the dividend payment date to credit the additional Deferred Stock Units resulting  from the deemed reinvestment of any dividend equivalents on a Deferred Stock Unit (including  additional Deferred Stock Units pursuant to this Article 4.04(b)) credited to such Account.  (c) A Participant’s Deferred Stock Unit Account shall be adjusted to reflect any  action taken pursuant to Article 5.  4.05. Effect of Certain Events.  The effect of the death, Retirement or termination of  employment of a Participant, or a Change in Control of Ameriprise, on a Deferred Stock Unit  credited to the Participant’s Deferred Stock Unit Account shall be determined under the applicable  Annual Award Materials and Deferred Stock Unit Certificate, subject to the terms of the  Ameriprise 2005 Incentive Plan.  4.06. Payment of Deferred Stock Units.  (a) Payment Medium.  Payment of vested Deferred Stock Units (or portions  thereof) shall be paid in Shares under the Ameriprise 2005 Incentive Plan; provided, however, that  the CBC may provide, in its sole discretion, to pay all or a portion of a vested Deferred Stock Unit  in cash instead of Shares in an amount equal to the Fair Market Value of the applicable Vesting  Date of the Shares that would otherwise be paid.  A Participant shall not have any interest in the  Shares of a Deferred Stock Unit (or portion thereof), nor any ownership rights, including voting  rights, unless and until the Deferral Stock Unit (or portion thereof) vests and the Shares are  distributed to the Participant.  (b) Time and Form of Payment.  Except as otherwise provided by Article 4.05,  a Participant’s vested Deferred Stock Unit Account shall be distributed in accordance with the  applicable Annual Award Materials.  





 






12  Article 5  Malus and Clawback  5.01. Covered Awards.  Notwithstanding anything to the contrary wherever stated, the  provisions of this Article 5 shall apply to any Awards made under the Plan on or after March 1,  2017.  5.02. Application.  In relation to any Award, the Committee may, in its absolute  discretion, determine that the Participant shall be subject to the provisions of this Article 5, if at  any time in the period commencing on the date on which the Award is made and ending on the  second anniversary of the payment date of such Award, the Committee becomes aware that:  (a) the Participant has engaged in misconduct or misbehavior which, in the sole  opinion of the Committee, would or could justify disciplinary action being taken against the  Participant pursuant to the terms and conditions of the Participant’s employment;  (b) there has been a material misstatement and/or significant downward  revision in the financial results or audited accounts requiring restated financial statements to be  filed with an applicable regulatory agency of any member of the Threadneedle Group, the business  unit in which the Participant is employed or any relevant underlying fund, as a result of which the  Participant’s Account is or was higher than it would have been had the misstatement or revision  not taken place;  (c) an error was made in assessing or calculating the amount of the Participant’s  Account, as a result of which the Participant’s Account is or was higher than it would have been  had the error not taken place;  (d) there has been a material failure in risk management at any member of the  Threadneedle Group, the business unit in which the Participant is employed or any relevant  underlying fund;  (e) conduct on the part of the Participant has directly or indirectly contributed  to any member of the Threadneedle Group having been censured or there being a fine imposed on  any member of the Threadneedle Group or the Participant by the Financial Conduct Authority or  other relevant regulator;  (f) any other circumstances exist that in the sole opinion of the Committee have  (or would have if made public) a sufficiently significant impact on the reputation of any member  of the Threadneedle Group, the business unit in which the Participant is employed or any relevant  underlying fund, to justify this Article 5 applying; or  (g)   any other circumstances exist that in the sole opinion of the Committee  mean that the Committee is required under any regulatory code or guidance to cause this Article 5  to apply in order to remain in compliance with the applicable regulatory code or guidance.  5.03. Malus and Clawback.  In any case where the Committee exercises its discretion to  apply the provisions of this Article 5 to a Participant, the Committee may:  





 






13  (a) reduce the value of the Participant’s Account, to such extent (even if this  results in a value of zero after such reduction has occurred) as the Committee, in its absolute  discretion, determines to be appropriate, subject to Article 5.05;   (b) notwithstanding anything to the contrary wherever stated, reduce other  Awards, to such extent as the Committee, in its absolute discretion, determines to be appropriate,  subject to Article 5.05; or  (c) issue a written demand to the Participant concerned, notifying the  Participant that he must pay to such entity as directed by the Committee, such amount as the  Committee, in its absolute discretion, determines to be appropriate, subject to Article 5.05.  5.04. Excess Amount.  In any case where it is possible for the Committee to determine  the extent to which the value of the Account exceeded what such value should have been but for  the event within Article 5.03 (the “Excess Amount”), the amount by which the Account or other  Award shall be reduced or the amount of the written demand, shall not exceed the Excess Amount.  5.05.  Effective Date of Account Reduction.  Any reduction made to the value of the  Account in accordance with this Article 5 shall take effect immediately prior to the Vesting Date  of the Award.  5.06. Binding.  In the event that any reduction is made to the value of the Account or  other Award held by a Participant in accordance with this Article 5, the Participant shall be bound  by such reduction and shall have no right or entitlement whatsoever to any compensation in respect  of such reduction.  5.07. Written Demand.  In the event that a written demand is issued to a Participant in  accordance with Article 5.03(c), such written demand shall create a debt owed by the Participant  to the relevant entity to which a payment is directed to be made in such written demand, and the  Participant shall, upon receipt of such demand, be liable to make a payment equal to the amount  demanded to the relevant entity specified in the written demand.  The Participant shall discharge  his obligation to make such a payment in the manner, and by the time, specified in the written  demand issued to him.  5.08. Other Arrangements.  Notwithstanding anything to the contrary wherever stated,  the Committee may, in its absolute discretion, reduce the value of the Participant’s Account  (including, if appropriate, to zero) to give effect to any provision contained in any employee  incentive or bonus arrangement operated by any member of the Threadneedle Group (other than  the Plan) or Ameriprise relating to a benefit received by a participant in such arrangement which  would not otherwise have been received in accordance with the terms of the relevant provision or,  in the absence of any such term, on such basis as the Committee (acting fairly and reasonably)  determines appropriate.  Article 6  Taxes  6.01. Taxes.  Notwithstanding any other provision of the Plan, to the extent permitted or  required under applicable law (including, but not limited to, Section 409A for US Taxpayers), the  





 






14  members of the Threadneedle Group: (a) shall have the authority, duty and power to determine,  withhold and report the amount of any applicable income or employment taxes or social security  liabilities with respect to any amount payable under the Plan; (b) shall have the authority, duty and  power to reduce any benefit payable pursuant to the Plan by the amount of any applicable income  or employment taxes or social security liabilities required to be withheld by a member of the  Threadneedle Group with respect to such payment of benefits; (c) may withhold from any cash  payment under the Plan payable to a Participant or a Participant’s Beneficiary, an amount sufficient  to cover any withholding taxes; (d) may deduct the relevant amount from other earnings payable  to a Participant or a Participant’s Beneficiary; and (e) shall be entitled to withhold and deduct from  future wages of a Participant (or from other amounts that may be due and owing to a Participant  from a member of the Threadneedle Group), including all payments under this Plan, or make other  arrangements for the collection of all legally required amounts necessary to satisfy any and all  income tax withholding and employment-related tax requirements.  Article 7  Beneficiaries  7.01. Beneficiary.  A Participant’s Beneficiary shall automatically be the estate of the  Participant.  7.02. Discharge of Obligations.  The payment of benefits under the Plan to a Participant’s  Beneficiary shall fully and completely discharge the members of the Threadneedle Group and the  Committee from all further obligations under the Plan with respect to the Participant.  Article 8  Administration  8.01. Committee Duties.  The Plan shall be administered by the Committee.  The  Committee shall also have the discretion and authority to (a) make, amend, interpret, and enforce  all appropriate rules and regulations for the administration of the Plan, and (b) decide or resolve  any and all questions including interpretations of the Plan, as may arise in connection with the  Plan.  When making a determination or calculation, the Committee shall be entitled to rely on  information furnished by a Participant or a member of the Threadneedle Group.  8.02. Agents.  In the administration of the Plan, the Committee may, from time to time,  employ agents and delegate to them such administrative duties as it sees fit (including acting  through a duly appointed representative) and may from time to time consult with counsel who may  be counsel to a member of the Threadneedle Group.  8.03. Effect of Payment.  The full payment of the applicable benefit under the provisions  of the Plan shall completely discharge all obligations to a Participant and his or her Beneficiary  under the Plan.  8.04. Binding Effect of Decisions.  The decision or action of the Committee or the CBC  with respect to any question arising out of or in connection with the administration, interpretation  and application of the Plan and the rules and regulations promulgated hereunder shall be final and  conclusive and binding upon all persons having any interest in the Plan.  





 






15  8.05. Indemnity of Committee.  The members of the Threadneedle Group shall indemnify  and hold harmless the members of the Committee, and any agent to whom duties of the Committee  may be delegated, against any and all claims, losses, damages, expenses or liabilities arising from  any action or failure to act with respect to the Plan, except in the case of willful misconduct by the  Committee or any of its members or any such agent.  8.06. Threadneedle Information.  To enable the Committee to perform its functions, the  members of the Threadneedle Group shall supply full and timely information to the Committee on  all matters relating to the compensation of its Participants, the date and circumstances of the  Disability, death or termination of employment of its Participants, and such other pertinent  information as the Committee may reasonably require.  8.07. Costs of the Plan.  The costs and expenses of the Plan shall be borne by the members  of the Threadneedle Group; provided, however, that to the extent permitted by Article  9.16(a)(iii) and Ameriprise’s Policy Regarding Section 409A Compliance, the Committee, in its  sole discretion, may charge an annual administrative fee to each Participant which shall be  deducted from each Participant’s Deferral Award Account during the year in which the fee is  assessed.  Article 9  Miscellaneous  9.01. Hypothetical Accounts.  All Accounts and all credits and other adjustments to such  Accounts shall be bookkeeping entries only and shall be utilized solely as a device for the  measurement and determination of amounts to be paid under the Plan.  No Accounts, credits or  other adjustments under the Plan shall be interpreted as an indication that any benefits under the  Plan are in any way funded.  9.02. Amendment and Termination.  The Committee may, at any time, amend the Plan  in whole or in part, including an amendment to restrict or eliminate any further deferrals into the  Plan; provided, however, that (a) no amendment shall be effective to decrease or restrict the value  of the vested portion of a Participant’s Accounts in existence at the time the amendment is made;  and (b) no amendment may be made if such amendment or modification would cause the Plan to  fail to comply with, or cause a Participant to be subject to tax under, the provisions of  Section 409A.  The Committee may at any time terminate the Plan; provided, however, if payment  is accelerated in connection with such termination then the Plan must be terminated in manner that  complies with Section 409A.  9.03. Unsecured General Creditor.  Participants and their beneficiaries, heirs, successors  and assigns shall have no legal or equitable rights, interests or claims in any property or assets of  the Threadneedle Group.  For purposes of the payment of benefits under the Plan, any and all of  the assets of the Threadneedle Group shall be, and remain, the general, unpledged unrestricted  assets of the members of the Threadneedle Group.  The obligation of the members of the  Threadneedle Group under the Plan shall be merely that of an unfunded and unsecured promise to  pay money in the future.  





 






16  9.04. Other Benefits and Agreements.  The benefits provided for a Participant under the  Plan are in addition to any other benefits available to such Participant under any other plan or  program for Employees of the Threadneedle Group.  The Plan shall supplement and shall not  supersede, modify or amend any other such plan or program except as may otherwise be expressly  provided.  9.05. Liability for Payment.  The Threadneedle Group’s liability for the payment of  benefits shall be defined only by the Plan.  The Threadneedle Group shall have no obligation to a  Participant under the Plan except as expressly provided in the Plan.  9.06. Nonassignability.  Neither a Participant nor any other person shall have any right  to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer,  hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable  hereunder, or any part thereof, which are, and all rights to which are expressly declared to be,  unassignable and non-transferable.  No part of the amounts payable shall, prior to actual payment,  be subject to seizure, attachment, garnishment or sequestration for the payment of any debts,  judgments, alimony or separate maintenance owed by a Participant or any other person, be  transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or  insolvency or be transferable to a spouse as a result of a property settlement or otherwise.  9.07. Not a Contract of Employment.  The terms and conditions of the Plan shall not be  deemed to constitute a contract of employment between a Participant and a member of the  Threadneedle Group.  Such employment is hereby acknowledged to be an “at will” employment  relationship that can be terminated at any time for any reason, or no reason, with or without cause,  and with or without notice, except as otherwise provided in a written employment agreement.   Nothing in the Plan shall be deemed to give a Participant the right to be retained in the service of  a member of the Threadneedle Group or to interfere with the right of a member of the Threadneedle  Group to discipline or discharge the Participant at any time.  9.08. Furnishing Information.  A Participant will cooperate with the Committee by  furnishing any and all information requested by the Committee and take such other actions as may  be requested in order to facilitate the administration of the Plan and the payments of benefits  hereunder.  9.09. Terms.  Whenever any words are used herein in the masculine, they shall be  construed as though they were in the feminine in all cases where they would so apply; and  whenever any words are used herein in the singular or in the plural, they shall be construed as  though they were used in the plural or the singular, as the case may be, in all cases where they  would so apply.  9.10. Captions.  The captions of the articles and paragraphs of the Plan are for  convenience only and shall not control or affect the meaning or construction of any of its  provisions.  9.11. Governing Law.  The Plan and all determinations made and actions taken  thereunder, to the extent not otherwise governed by US federal law, shall be governed by the laws  of the State of Delaware, without reference to principles of conflict of laws, and construed  





 






17  accordingly.  All Participants agree to submit to the jurisdiction of the state and federal courts of  Minnesota with respect to matters relating to the Plan and agree not to raise or assert the defense  that such forum is not convenient for such Participant.  9.12. Notice.  (a) Any notice or filing required or permitted to be given to the Committee  under the Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified  mail, to the address below:      Remuneration Committee of Threadneedle Management Services Ltd     C/O Ameriprise Financial, Inc.     Attn:  Deferred Compensation Benefits     360 Ameriprise Financial Center     Minneapolis, Minnesota 55474     United States of America        with a copy to:       General Counsel’s Office  Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail,  as of the date shown on the postmark or the receipt for registration or certification.  (b) Any notice or filing required or permitted to be given to a Participant under  the Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known  address of the Participant.  9.13. Successors.  The provisions of the Plan shall bind and inure to the benefit of the  members of the Threadneedle Group and its successors and assigns and the Participant and the  Participant’s Beneficiary, heirs and assigns.  9.14. Validity.  In case any provision of the Plan shall be illegal or invalid for any reason,  said illegality or invalidity shall not affect the remaining parts hereof, but the Plan shall be  construed and enforced as if such illegal or invalid provision had never been inserted herein.  9.15. Electronic Documents Permitted. Subject to applicable law, Plan communications  and other forms or documents may be in electronic format or made available through means of  online enrollment or other electronic transmission.  9.16. Provisions Related to US Taxpayers.  The following provisions apply only with  respect to US Taxpayers:  (a) Section 409A.  It is intended that the compensation and benefits under the  Plan (including all amendments thereto) comply with or qualify for an exception to the  requirements of Section 409A so as to prevent the inclusion in gross income of any benefits  accrued thereunder in a taxable year prior to the taxable year or years in which such amount would  otherwise be actually distributed or made available to the Participants.  The Plan shall be  





 






18  administered and interpreted in a manner that is consistent with such intention and Ameriprise’s  Policy Regarding Section 409A Compliance.  (i) Notwithstanding Article 1.31, to the extent necessary to avoid a  violation of Section 409A, “Separation from Service” shall have the meaning given to such term  under Section 409A, including Section 1.409A-1(h) of the US Treasury Regulations.  Accordingly,  a Separation from Service would occur when the facts and circumstances indicate that  Threadneedle and the Participant reasonably anticipate that no further services would be performed  for Threadneedle (and all members of Threadneedle’s controlled group of corporations that are  treated as a single employer with Threadneedle under Section 414(b) or 414(c) of the Code  (determined under a 50 percent ownership test)) after a certain date or that the level of services the  Participant would perform after such date would permanently decrease to no more than 20% of  the average level of services performed over the immediately preceding 36-month period (or, if  shorter, the entire period of the Participant’s employment with Threadneedle), and whether a  Separation from Service has occurred will be determined consistent with Section 409A and  Ameriprise’s Policy Regarding Section 409A Compliance.  (ii) Notwithstanding the terms of Article 2.08(c) or Article 4.06, to the  extent that a distribution to a Participant who is a Specified Employee at the time of his or her  Separation from Service is required to be delayed by six months pursuant to Section 409A, such  distribution shall be made no earlier than the first day of the seventh month following the  Participant’s Separation from Service.  The amount of such payment will equal the sum of the  payments that would have been paid to the Specified Employee during the six-month period  immediately following the Specified Employee’s Separation from Service had the payment  commenced as of such date, as adjusted pursuant to Article 2.05 for Deferral Award Accounts.   For purposes of this paragraph, “Specified Employee” shall have the meaning given to such term  under Section 409A, as determined in accordance with Ameriprise’s Policy Regarding  Section 409A Compliance.  (iii) Notwithstanding anything in the Plan to the contrary, but subject to  Article 5, to the maximum extent permissible by Section 409A and applicable law, any amount  otherwise due or payable under the Plan may be forfeited, or its payment suspended, at the  discretion of the Committee, to apply toward or recover any claim Ameriprise may have against  A US Taxpayer or to recover a debt to Ameriprise or to recover a benefit overpayment under an  Ameriprise benefit plan or program.  No amount shall be offset against a US Taxpayer’s Account  prior to the date on which the offset amount would otherwise be distributed to the US Taxpayer  unless otherwise permitted by Section 409A.  An offset with respect to a US Taxpayer shall be  made only to the extent and in the manner permitted by Section 409A and Ameriprise’s Policy  Regarding Section 409A Compliance.  (iv) In the first taxable year in which a Participant becomes a  US Taxpayer by reason of becoming a resident alien for US federal income tax purposes, the Plan  may be amended solely with respect to such Participant such that the compensation and benefits  under the Plan are compliant with or exempt from Section 409A.  Such amendment must be  effective not later than the end of the first year in which such Participant becomes a resident alien  and shall only be effective with respect to amounts that were not vested prior to the date that the  Participant became a resident alien.  For any year after the first year in which a Participant is  





 






19  classified as a resident alien, this Article 9.16(a)(iv) shall not apply, provided that a year may again  be treated as the first year in which a Participant is classified as a resident alien if such Participant  is classified as a resident alien in that year and has not been classified as a resident alien for the  three consecutive years immediately preceding that year.  This Article 9.16(a)(iv) will be  interpreted consistent with the requirements of Section 409A, including Sections 1.409A-2(c) and  1.409A-3(h) of the US Treasury Regulations, as well as any subsequent guidance under  Section 409A.  (v) Compensation under the Plan that becomes vested while a  Participant is not subject to US federal income taxation but that is paid at a time when the  Participant subsequently has become subject to US Tax is intended to be exempt from  Section 409A.  This Article 9.16(a)(v) will be interpreted consistent with the requirements of  Section 409A, including Section 1.409A-1(b)(8)(ii) of the US Treasury Regulations, as well as  any subsequent guidance under Section 409A.  *  *  *  *  *