Exhibit 4.1


 


AMERIPRISE FINANCIAL 401(K) PLAN


(Generally effective as of January 1, 2007)


 

















 


TABLE OF CONTENTS


 


	
   

  	
  PAGE

  
	
   

  	
   

  
	
  ARTICLE 1 GENERAL PROVISIONS

  	
  2

  
	
   

  	
   

  
	
  ARTICLE 2 DEFINITIONS

  	
  3

  
	
   

  	
   

  
	
  ARTICLE 3 ELIGIBILITY AND
  PARTICIPATION

  	
  19

  
	
   

  	
   

  
	
  ARTICLE 4 CONTRIBUTIONS

  	
  20

  
	
   

  	
   

  
	
  ARTICLE 5 LIMITATIONS ON
  CONTRIBUTIONS

  	
  26

  
	
   

  	
   

  
	
  ARTICLE 6 INVESTMENTS AND
  ACCOUNTING

  	
  35

  
	
   

  	
   

  
	
  ARTICLE 7 VESTING AND ALLOCATION
  OF FORFEITURES

  	
  38

  
	
   

  	
   

  
	
  ARTICLE 8 DISTRIBUTION OF
  BENEFITS

  	
  41

  
	
   

  	
   

  
	
  ARTICLE 9 WITHDRAWALS AND LOANS

  	
  50

  
	
   

  	
   

  
	
  ARTICLE 10 ADMINISTRATION;
  ALLOCATION OF FIDUCIARY RESPONSIBILITIES

  	
  54

  
	
   

  	
   

  
	
  ARTICLE 11 DESIGNATION OF
  BENEFICIARY

  	
  58

  
	
   

  	
   

  
	
  ARTICLE 12 TRUST

  	
  60

  
	
   

  	
   

  
	
  ARTICLE 13 AMENDMENT AND
  TERMINATION

  	
  61

  
	
   

  	
   

  
	
  ARTICLE 14 ADOPTION BY
  PARTICIPATING COMPANIES, SUCCESSOR COMPANIES AND PLAN MERGERS

  	
  63

  
	
   

  	
   

  
	
  ARTICLE 15 TOP HEAVY PLAN
  PROVISIONS

  	
  64

  
	
   

  	
   

  
	
  ARTICLE 16 MISCELLANEOUS

  	
  66

  
	
   

  	
   

  
	
  ARTICLE 17 PROVISIONS RELATING
  TO EMPLOYEE STOCK OWNERSHIP PLAN

  	
  67

  
	
   

  	
   

  
	
  ARTICLE 18 INITIAL PLAN YEAR
  PROVISIONS; SUCCESSOR PLAN

  	
  73

  
	
   

  	
   

  
	
  ADDENDUM A SERVICE CREDITING

  	
  74

  
	
   

  	
   

  
	
  ADDENDUM B THOMAS COOK

  	
  75

  
	
   

  	
   

  
	
  ADDENDUM C MERGER AND TRANSFER OF THE IDS DVP
  SAVINGS PLAN AND TRUST

  	
  76

  
	
   

  	
   

  
	
  ADDENDUM D PARTICIPATING COMPANIES

  	
  77

  



 


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ARTICLE 1

GENERAL PROVISIONS


 


1.1                               History


 


The Ameriprise
Financial 401(k) Plan (the “Plan”) was adopted effective October 1,
2005.  Effective as of October 1,
2005, Ameriprise Financial, Inc. (“Company”) and its subsidiaries, ceased
to be Participating Companies in the American Express Incentive Savings Plan (“ISP”).  As soon as administratively practicable
thereafter, the portion of the ISP attributable to Company Participants,
Company alternate payees and Company beneficiaries was transferred to this
Plan.


 


1.2                               Effective Date


 


The general
effective date of this Plan Amendment and Restatement is January 1,
2007.  However, this Plan Amendment and
Restatement is effective January 1, 2006 with respect to changes
reflecting the new Treasury Regulations under Sections 401(k) and 401(m) of
the Code.  Furthermore, the provisions
relating to Roth 401(k) Contributions and Roth Catch-up Contributions are
effective as of the first pay date on or after January 5, 2007.  Those provisions having a different effective date are effective
as of the specific date(s) so noted.


 


The Company reserves the right to amend the Plan,
including retroactive amendments, as required by the Internal Revenue Service
in order for the Company to obtain a determination that the Plan qualifies
under Section 401(a) of the Code and the related trust is exempt from
tax under Section 501(a) of the Code.


 


1.3                               Plan for Exclusive Benefit of Eligible Employees


 


All contributions made by Participating Companies and
all assets held pursuant to the Plan shall be administered and held for the
exclusive benefit of Participants, alternate payees and beneficiaries who
qualify for Plan benefits hereunder.  It
shall be impossible at any time prior to the satisfaction of all liabilities to
Participants, alternate payees and beneficiaries who qualify for Plan benefits,
for any part of the corpus or income of the Plan to be used for, or diverted
to, purposes other than their exclusive benefit, except as provided in Section 12.4.


 


1.4                               Construction and Applicable Law


 


The Plan is
intended to meet the requirements for qualification under Sections 401(a) and
401(k) of the Code.  In addition,
Plan provisions relating to the employee stock ownership portion of the Plan
are intended to meet the requirements of the Code.  The Plan shall be administered and construed
consistent with such intent.  It shall
also be construed and administered according to ERISA and the laws of the State
of Minnesota to the extent that such laws are not preempted by the laws of the
United States of America.  Subject to the
Plan’s administrative review processes, all controversies, disputes, and claims
arising hereunder shall be submitted to the United States District Court for
the Eighth Circuit.  To the
maximum extent permitted by ERISA, each person who is a “fiduciary” (as defined
in ERISA) with respect to the Plan shall be responsible only for the proper
exercise of his own powers, duties, responsibilities and obligations under the
Plan and Trust and no fiduciary shall be liable for any act or omission of any
other fiduciary.


 


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Notwithstanding anything herein to the contrary, the
Administration Committee shall have discretionary authority to interpret and
construe the terms of the ISP which relate to benefits payable (or claimed to
be payable) from this Plan (including the right to supply any omission,
construe any ambiguous or uncertain terms, and reconcile any inconsistencies),
and the discretionary authority to determine and resolve any and all questions
related thereto.


 


The Plan shall be
construed in accordance with the following rules:


 


(a)                                  Headings at the beginning of
Articles and Sections hereof are for convenience of reference, shall not be
considered a part of the text of the Plan, and shall not influence its
construction.


 


(b)                                 Capitalized terms used in the Plan
shall have the meaning defined in the Plan unless the context clearly indicates
otherwise.


 


(c)                                  Any references to the masculine
gender include the feminine and vice versa.


 


(d)                                 Use of the words “hereof,” “herein,”
“hereunder,” or similar compounds of the word “here” shall mean and refer to
the entire Plan unless the context clearly indicates otherwise.


 


(e)                                  Nothing in this Section shall
be deemed to limit the discretion of the Administration Committee to interpret
and construe the provisions of the Plan as provided in Article Ten hereof.


 


(f)                                    The provisions of the Plan shall be
construed as a whole in such manner as to carry out the provisions thereof and
shall not be construed separately without relation to the context.


 


1.5                               Applicability of Amendment


 


Except as may
otherwise be expressly provided, any amendment to the Plan shall apply to all
benefits earned (and not yet distributed) at the time of such amendment;
provided, that no such amendment shall be effective as to already earned
benefits to the extent its application to such benefits would violate Section 411(d)(6) of
the Code and the Treasury Regulations thereunder or would violate other
applicable law.  Notwithstanding the
foregoing, any amendment that regulates, increases or limits contributions to
the Plan or the testing thereof shall apply to periods commencing on or after
the effective date of such amendment.


 


ARTICLE 2

DEFINITIONS


 


2.1                               “Accounts”


 


means an account
or sub-account maintained by the Administration Committee under the Plan to
reflect a specified portion of a Participant, alternate payee or beneficiary’s
benefit under the Plan.  The
Administration Committee, in its discretion, may establish or 


 


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combine such Accounts as it deems
necessary or advisable for carrying out the purposes of the Plan.


 


2.2                               “Actual Contribution Percentage (ACP)”


 


means, for a
specified group of Participants for a Plan Year, the average of the ratios
(calculated separately for each Participant in such group) of (a) the
amount of Voluntary Contributions and Fixed and Variable Match Contributions
(and, at the election of the Administration Committee, Elective Contributions,
Roth 401(k) Contributions and/or qualified nonelective contributions (as
defined in Code Section 401(m)(4)(C))) made to the Plan on behalf of a
Participant for the Plan Year to (b) such Participant’s Testing
Compensation for such Plan Year (whether or not the individual was a
Participant for the entire Plan Year). 
For purposes of calculating the ACP for purposes of the average
contribution percentage test as described in Section 5.2, such
contribution percentage amounts shall include forfeitures of excess aggregate
contributions or Fixed and Variable Match Contributions allocated to the
Participant’s Account which shall be taken into account in the year in which
such forfeiture is allocated.


 


2.3                               “Actual Deferral Percentage (ADP)”


 


means, for a
specified group of Participants for a Plan Year, the average of the ratios
(calculated separately for each Participant in such group) of (a) the
amount of employer contributions actually paid to the Trust Fund on behalf of a
Participant for the Plan Year to (b) such Participant’s Testing
Compensation for such Plan Year.  For
purposes of calculating the ADP, “employer contributions” on behalf of any
Participant means: (a) all Elective Contributions and Roth 401(k) Contributions
made pursuant to the Participant’s deferral election, excluding Elective
Contributions and Roth 401(k) Contributions taken into account in the
average contribution percentage test under Section 5.2 (provided the
average deferral percentage test as described in Section 5.1 is satisfied
with and without exclusion of these Elective Contributions and Roth 401(k) Contributions);
(b) any qualified nonelective contributions (as defined in Code Section 401(m)(4)(C)),
but excluding such qualified nonelective contributions that are taken into
account in the average contribution percentage test under Section 5.2.  For purposes of computing the ADPs, an
Eligible Employee who would be a Participant but for the failure to make
Elective Contributions or Roth 401(k) Contributions shall be treated as a
Participant on whose behalf no Elective Contributions or Roth 401(k) Contributions
are made.


 


2.4                               “Administration Committee”


 


means the Employee
Benefits Administration Committee or any Administrative Delegate appointed by
the Administration Committee to act on its behalf.  The Administration Committee shall be the
Plan administrator.


 


2.5                               “Administrative Delegate”


 


means the person(s), if any, appointed by the
Administration Committee pursuant to Section 10.2.


 


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2.6                               “Affiliated Company”


 


means (a) any
corporation which is a part of a controlled group of corporations (as defined
in Section 414(b) of the Code) which includes a Participating
Company, (b) any trade or business (whether or not incorporated) which is
under common control (as defined in Section 414(c) of the Code) with
a Participating Company, (c) any organization (whether or not
incorporated) which is a part of an affiliated service group (as defined in Section 414(m) of
the Code) which includes a Participating Company, and (d) any other entity
required to be aggregated with a Participating Company pursuant to Treasury
Regulations under Section 414(o) of the Code.


 


2.7                               “After-Tax Rollover Contribution”


 


means the amount
of after-tax rollover contributions other than Roth 401(k) Rollover
Contributions contributed by or on behalf of an Eligible Employee in accordance
with Section 4.5.


 


2.8                               “After-Tax Rollover Contribution Account”


 


means the account
of a Participant established and maintained to hold After-Tax Rollover
Contributions in accordance with Section 4.5.


 


2.9                               “Board”


 


means the Board of
Directors of the Company.


 


2.10                        “Catch-up Contribution”


 


means the amount
contributed by a Participating Company on behalf of a Participant in accordance
with Section 4.9 and Section 414(v) of the Code.


 


2.11                        “Code”


 


means the Internal
Revenue Code of 1986, as amended.


 


2.12                        “Company”


 


means Ameriprise
Financial, Inc., a Delaware corporation.


 


2.13                        “Company Matching (Pre-07) Contribution”


 


means the amount
of any Company Matching Contribution made pursuant to the provisions of the
Plan as in effect prior to January 1, 2007.


 


2.14                        “Company Matching (Pre-07) Contribution Account”


 


means the account
of a Participant established and maintained with respect to Company Matching
(Pre-07) Contributions attributable to periods prior to January 1, 2007.


 


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2.15                        “Company Profit Sharing Contribution”


 


means the amount
of any discretionary Company Profit Sharing Contribution made pursuant to the
provisions of the Plan as in effect prior to January 1, 2007.


 


2.16                        “Company Profit Sharing Contribution Account”


 


means the account
of a Participant established and maintained with respect to Company Profit
Sharing Contributions attributable to periods prior to January 1, 2007.


 


2.17                        “Company Stock”


 


means the common
stock of Ameriprise Financial, Inc. and any stock (the “other stock”) into
which such common stock is converted or for which such common stock is
exchanged in connection with a merger, consolidation, recapitalization or other
transaction affecting the Company if such “other stock” constitutes a “qualifying
employer security” within the meaning of Section 407(d)(5) of ERISA
and (to the extent required under the Code) an “employer security” within the
meaning of Section 409(l) of the Code.  By way of clarification but not limitation,
the term “Company Stock” shall not include any common shares of American
Express Company or any parent or subsidiary of American Express Company (or
successors to any of the foregoing).


 


2.18                        “Company Stock Contribution”


 


means the Company
stock contributed by a Participating Company pursuant to Section 4.6 or
the cash equivalent to be used by the Plan to purchase Company stock under Section 4.6.


 


2.19                        “Company Stock Contribution Account”


 


means the account
of a Participant established and maintained in accordance with Section 4.6.


 


2.20                        “Company Stock (Pre-07) Contribution”


 


means the Company
stock contributed pursuant to the provisions of the Plan as in effect prior to January 1,
2007.


 


2.21                        “Company Stock (Pre-07) Contribution Account”


 


means the account
of a Participant established and maintained with respect to Company Stock
(Pre-07) Contributions.


 


2.22                        “Compensation”


 


means amounts paid
to an individual for the period in which an individual is a member of a class
of Eligible Employees eligible to participate under the provisions of Section 3.1,
for any Plan Year, subject to the following:


 


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(a)                                  For purposes of determining (i) the
compensation to which a salary reduction election applies, (ii) the amount
of Fixed and Variable Match Contribution to be allocated to a Participant’s
Account where such contributions are limited to a percentage of a Participant’s
Compensation and (iii) for purposes of allocating the Company Stock
Contribution and the Company Profit Sharing Contribution and forfeitures
thereof, “Compensation” for any Plan Year shall mean the compensation of the
Participant for the applicable period from the Participant’s Participating
Company.  When used herein, the term “Compensation”
includes, but is not limited to the following: 
regular earnings, holiday earnings, regular earnings adjustments,
vacation, company holidays, personal holidays, discretionary holidays,
compensated health-related time off, company paid workers compensation
consisting of pay for services provided, purchased vacation, termination
vacation, pay in lieu of notice, FVP
coordinating compensation, training payments, level income, draw, non-exempt
salary and non-exempt level income.  “Compensation” shall not
include non-exempt variance, transition pay, non-exempt client ready variance,
bonuses, overtime pay, commissions, lump sum severance pay, serial severance
pay, imputed income, incentive and non-qualified deferred compensation, and
Participating Company contributions to other employee benefit plans or to
fringe benefit plans.  All Elective
Contributions made by the Participating Company on behalf of an Eligible
Employee that are not includable in the gross income of the Eligible Employee
under Code Sections 125, 402(g), 402(h), 403(b) and 132(f) shall be
included in Compensation for these purposes.


 


(b)                                 Compensation paid during a Plan
Year to a Participant prior to a Participant’s Entry Date shall be disregarded
for (i) purposes of allocating Elective Contributions, Roth 401(k) Contributions,
Fixed Match Contributions, Variable Match Contributions, Catch-up
Contributions, Roth Catch-up Contributions, Company Stock Contributions,
Company Profit Sharing Contributions and forfeitures thereof, and Voluntary
Contributions and may be disregarded for (ii) purposes of the
nondiscrimination tests required under Sections 5.1 and 5.2 hereof.


 


(c)                                  Compensation shall not exceed
$200,000 or such different amounts prescribed by the Secretary of the
Treasury (as adjusted for the
cost-of-living increases in accordance with Section 401(a)(17)(B) of
the Code).


 


(d)                                 In
the case of a former Employee who is on Military Leave, Compensation shall
include amounts paid to such former Employee by a Participating Company and
amounts required under Section 414(u) of the Code.


 


2.23                        “Disability”


 


means total
disability meeting the conditions of Section 7.2(b) hereof.


 


2.24                        “Effective Date”


 


means, generally, January 1,
2007, except as otherwise noted.


 


2.25                        “Elective Contribution”


 


means the amount
contributed by a Participating Company on behalf of a Participant in accordance
with Section 4.1, but excluding Roth 401(k) Contributions pursuant to



 


7

















 


Section 4.2 as well as
Catch-up Contributions and Roth Catch-up Contributions pursuant to Section 4.9
of the Plan and Section 414(v) of the Code.


 


2.26                        “Elective Contribution Account”


 


means the account
of a Participant established and maintained in accordance with Section 4.1.


 


2.27                        “Eligible Employee”


 


means any Employee
of a Participating Company who is (a) employed within the United States,
or (b) traditionally employed within the United States and currently on
temporary assignment outside the United States, (c) employed outside the
United States if the Employee is a U.S. citizen.


 


(a)                                  Notwithstanding the foregoing, an
Eligible Employee does not include an Employee who is a member of any of the
following classifications:


 


(i)                                     any
member of the Field Force regardless of the number of hours worked who:


 


(a)                                  has
entered into an Independent Advisor Business Franchise Agreement with an
Affiliated Company;


 


(b)                                 has
his or her NASD registration held by an Affiliated Company that is not a
Participating Company; or


 


(c)                                  is
an individual supervised by an individual described in (a) or (b) above;


 


(ii)                                  temporary or casual Employees
unless the temporary or casual Employee actually worked one thousand (1,000)
hours during the period that would otherwise be deemed to be a Year of Service;


 


(iii)                               co-op student interns and other
intern personnel unless the co-op student intern or other intern personnel
actually worked one thousand (1,000) hours during the period that would
otherwise be deemed to be a Year of Service;


 


(iv)                              members of a collective bargaining
unit unless the applicable collective bargaining agreement specifically
provides for participation by such Employees;


 


(v)                                 Employees paid pursuant to a
contract unless such contract specifically describes the Employee as an
Eligible Employee for purposes of this Plan;


 


(vi)                              any individual whose services are
leased from or provided through a third party, regardless of whether such
individual would be considered a Leased Employee;


 


8
















 


(vii)                           any Employee who is entitled to
benefits under a non-United States retirement plan to which any Participating
Company makes contributions; and


 


(viii)                        Employees who have waived their
rights to participate in the Plan or agreed to be excluded from participation
in the Plan.


 


(b)                                 For purposes of this Section, the
term “United States” shall include such territories and protectorates of the
United States as the Administration Committee shall from time to time
determine; and the term “temporary or casual” Employee (who may be a part-time
or full-time Employee) shall mean an Employee who is categorized under the
Participating Company’s normal employee classification system as a temporary or
casual Employee.  An Eligible Employee
who performs services for more than one Participating Company as an officer or
in any other capacity shall be deemed to be employed by the Participating
Company from which he or she receives his or her primary Compensation.


 


(c)                                  Notwithstanding anything herein to
the contrary, an individual is not an Eligible Employee during any period
during which the individual is classified by an Affiliated Company for tax
withholding purposes as an independent contractor (or any other status in which
the individual is not treated as a common law employee).  The Affiliated Company’s classification as in
existence at the time shall control, even if the individual is subsequently
retroactively reclassified as an employee for tax withholding purposes or for
some other purpose.


 


(d)                                 For purposes of this Section 2.27,
“Field Force” means an individual or individuals who pursuant to a written
agreement, is acting as an IC Financial Advisor, Branch Manager or such other
position(s) designated by the Company.


 


2.28                        Employee


 


means any person, including an officer, who is
employed as a common law employee by a Participating Company or Affiliated
Company.


 


2.29                        “Employment or Re-employment”


 


means service with
an Affiliated Company or a Predecessor Company.


 


2.30                        “Entry Date”


 


means the first
day of each payroll period following the date an individual satisfies the
requirements to participate in the Plan as provided under Article Three.


 


2.31                        “ERISA”


 


means the Employee
Retirement Income Security Act of 1974, as amended.


 


2.32                        “Fixed Match Contribution”


 


means the fixed
amount contributed by a Participating Company in accordance with Section 4.3.


 


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2.33                        “Fixed Match Contribution Account”


 


means the account
of a Participant established and maintained to hold Fixed Match Contributions
in accordance with Section 4.3.


 


2.34                        “415 Compensation”


 


means all 415
Compensation paid or made available in gross income during the limitation
year.  415 Compensation of an individual
for any Limitation Year means a Participant’s earned income, wages, salary,
fees for professional services and other amounts received (without regard to
whether or not an amount is paid in cash) for personal services actually
rendered in the course of employment with a Participating Company during such
year to the extent amounts are included in gross income (including, but not
limited to, commissions paid salesmen, compensation for services on the basis
of a percentage of profits, commissions on insurance premiums, tips, bonuses,
fringe benefits, reimbursements, expense allowances and other amounts as
referred to in Treasury Regulation Section 1.415-2(d)(2), any elective
deferrals (as defined in Code Section 402(g)(3)) and any amount which is
contributed or deferred by the employer at the election of the Eligible
Employee and which is not includable in the gross income of the Eligible
Employee by reason of Code Sections 125 or 457, and any pre-tax contributions
made by the Eligible Employee to a transportation fringe benefit plan described
in Section 132(f) of the Code and excluding amounts not includable in
compensation under Treasury Regulation Section 1.415-2(d)(3) such as
employer contributions to a simplified employee pension under Code Section 408(k),
deductible reimbursed moving expenses and premiums for group term life
insurance to the extent they are not includable in a Participant’s gross
income).


 


“415 Compensation”
shall not exceed $200,000 (as adjusted for cost-of living increases in
accordance with Code Section 415(d)). 
If the determination period consists of fewer than twelve (12) months,
the annual compensation limit will be multiplied by a fraction, the numerator
of which is the number of months in the determination period, and the
denominator of which is twelve (12).  The
adjusted dollar amount in effect on a January 1 shall be in effect for
limitation years beginning in the calendar year.


 


2.35                        “Highly Compensated Employee”


 


means a highly
compensated active employee, including any Eligible Employee who performs
service for a Participating Company during the determination year and who, (a) was
a five percent (5%) owner during the Plan Year or the preceding Plan Year, or (b) for
the preceding Plan Year, received compensation from the Participating Company
greater than $90,000 (as indexed under the Code) and was (c) a member of
the top-paid group for such year to the extent consistent with and pursuant to
the provisions of the Code.  The term
Highly Compensated Employee also includes: (a) Eligible Employees who are
both described in the preceding sentence if the term “determination year” is
substituted for the term “look-back year” and the Eligible Employee is one (1) of
the one hundred (100) employees who received the most compensation from an
Affiliated Company during the determination year; and (b) Eligible
Employees who are five percent (5%) owners at any time during the look-back
year or determination year.


 


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The top-paid group
consists of the top twenty percent (20%) of Eligible Employees ranked on the
basis of compensation received during the Plan Year.  For purposes of determining the number of
employees in the top-paid group, Eligible Employees described in Code Section 414(q)(8) and
Q&A 9(b) of Treasury Regulation Section 1.414(q)-1T are
excluded.  The number of officers is
limited to fifty (50) or, if lesser, the greater of three (3) Eligible
Employees or ten percent (10%) of all Eligible Employees.  Further, all Affiliated Companies are treated
as one employer when applying these rules to determine the Highly
Compensated Employees.


 


If no officer has
satisfied the compensation requirement of (iii) above during either a
determination year or look-back year, the highest paid officer for such year
shall be treated as a Highly Compensated Employee.


 


For this purpose,
the determination year shall be the Plan Year. 
The look-back year shall be the twelve (12) month period immediately
preceding the determination year.


 


A highly
compensated former employee includes any Eligible Employee who separated from
service (or was deemed to have separated) prior to the determination year,
performs no service for an Affiliated Company during the determination year,
and was a highly compensated active employee for either the separation year or
any determination year ending on or after the employee’s 55th birthday.


 


The family
aggregation rules shall not apply except to the extent that the
constructive ownership rules of Code Section 318 are used to
determine whether an Eligible Employee is a five percent (5%) owner.


 


The determination
of who is a Highly Compensated Employee, including the determinations of the
number and identity of Eligible Employees in the top-paid group, the top one
hundred (100) Eligible Employees, the number of Eligible Employees treated as
officers and the compensation that is considered, will be made in accordance
with Code Section 414(q) and the Treasury Regulations
thereunder.  For purposes of this
definition, “compensation” for a determination year or look-back year shall
mean the Eligible Employee’s 415 Compensation for such period (a) without
regard to Code Section 125, and (b) plus any compensation for such
period of an employee to the extent not includable in gross income for the
Participant’s taxable year under Code Sections 132(f), 402(e)(3), 402(h)(1)(B),
or 403(b) (if contributed under a salary reduction agreement) including
Elective Deferrals under this Plan.


 


2.36                        “Hour of Service”


 


means:


 


(a)                                  Each hour for which an Employee is
paid, or entitled to payment, for the performance of duties for a Participating
Company or an Affiliated Company.


 


(b)                                 Each hour for which an Employee is
paid, or entitled to payment, by a Participating Company or an Affiliated
Company on account of a period of time during which no duties are performed
(irrespective of whether the employment relationship has terminated) due to
vacation, holiday, illness, incapacity (including disability), layoff, jury
duty, military duty or leave of absence. 
No more than 501 Hours of Service shall be credited under this paragraph
for 


 


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any single continuous period
(whether or not that period occurs in a single computation year).  Notwithstanding the foregoing, Hours of
Service shall not be credited on account of payments made under a plan
maintained solely for the purpose of complying with applicable workers’
compensation, unemployment compensation, or disability insurance laws nor shall
Hours of Service be credited on account of a payment which solely reimburses an
Employee for medical or medically related expenses incurred by the Employee.


 


(c)                                  Each hour for which back pay,
irrespective of mitigation of damages, is either awarded or agreed to by a
Participating Company or an Affiliated Company. 
The same Hours of Service shall not be credited both under subsection (a) or
subsection (b), as the case may be, and under this subsection.  These hours shall be credited to the Employee
for the computation year or years to which the award or agreement pertains
rather than the computation year in which the award, agreement or payment is
made.


 


(d)                                 Hours required to be credited for
any period of service with the armed forces of the United States which the
Employee entered from employment with a Participating Company or an Affiliated
Company on account of induction or enlistment under federal law, provided the
Employee returns to employment with a Participating Company or Affiliated
Company within the period prescribed by federal law during which the Employee’s
reemployment rights are protected by law or, in the absence of such a law,
within ninety (90) days from the date release or discharge from military
service is available.


 


(e)                                  For purposes of subsections (a) and
(b), a payment shall be deemed to be made by or due from a Participating
Company or an Affiliated Company regardless of whether such payment is made by
or due from the Participating Company or the Affiliated Company directly or
indirectly through, among others, a trust fund or insurer to which the
Participating Company or an Affiliated Company contributes or pays premiums,
regardless of whether contributions made or due to the trust fund, insurer or
other entity are for the benefit of particular Employees or are on behalf of a
group of Employees in the aggregate.


 


(f)                                    For purposes of subsections (b) and
(c), in the case of an Employee without a regular work schedule, Hours of
Service shall be credited based on a daily average of the Employee’s Hours of
Service otherwise determined under subsections (a), (b) and (c) for
the twelve (12) months immediately preceding the date of determination, or
during the Employee’s entire employment with a Participating Company or an
Affiliated Company ending immediately prior to the date of determination if
employed by a Participating Company or an Affiliated Company for less than
twelve (12) months.


 


(g)                                 To the extent not otherwise
provided in the Plan, Hours of Service under this Section shall be
calculated and credited pursuant to Sections 2530.200b-2 of the Department of
Labor Regulations, which are incorporated by reference.


 


(h)                                 Credit for Hours of Service shall
not be given for service with predecessors of the Participating Companies or
Affiliated Companies or for periods during which any Affiliated Companies were
not considered as Affiliated Companies, except to the extent required by the
provisions of any agreement executed by a current or former Affiliated Company
relating to an acquisition, merger or spin-off, or as otherwise provided in
Addendum A.


 


12





















 


(i)                                     Credit for Hours of Service shall
be given to the extent and for the purposes provided by the Family and Medical
Leave Act.


 


(j)                                     For an individual (i) who was
a participant in the ISP on or before September 30, 2005 and who became an
Eligible Employee on October 1, 2005, or (ii) whose account was
transferred to this Plan pursuant to the Employee Benefits Agreement between
the Company and the American Express Company, hours of service under the ISP
shall be taken into consideration for all purposes.  For all other individuals, hours of service
under the ISP on or before September 30, 2005 shall be taken into
consideration for all purposes.


 


(k)                                  An Employee shall not receive
credit under more than one (1) subsection of this Section for the
same period of time, but shall receive credit under the subsection which
produces the greatest credit.


 


Hours of Service
shall be determined by the Administration Committee from the records determined
by it to accurately reflect this information


 


2.37                        “Investment Fund”


 


means any of (a) such
Discretionary Funds, if any, as the Investment Committee may from time to time
establish pursuant to Section 6.2(b) and cause to be maintained as
part of the Trust Fund, and (b) the Company Stock Fund and other fund
described in Section 6.2(a).


 


2.38                        “Investment Committee”


 


means the 401(k) Plan
Investment Committee.


 


2.39                        “Investment Manager”


 


means the person,
persons, firm or corporation, if any, other than the Trustee, appointed by the
Investment Committee to direct the investment of all or any part of the Trust
Fund, provided that any person so appointed shall qualify as an “Investment
Manager” for the purposes of ERISA.


 


2.40                        “Leased Employee”


 


means any person
(other than an employee of the recipient) who under an agreement between the
recipient and any other person (“leasing organization”) has performed services
for the recipient (or for the recipient and related persons determined under Section 414(n)(6) of
the Code) on a substantially full-time basis for a period of at least one year,
and services are performed under primary direction or control by the
recipient.  In the event a Leased
Employee becomes an Eligible Employee under the Plan, for purposes of computing
the Leased Employee’s Years of Service, the Leased Employee shall be treated as
an Eligible Employee from the date he or she first provided services to a
Participating Company or Affiliated Company upon the Eligible Employee
providing appropriate documentation necessary to compute the Leased Employee’s
Years of Service.


 


13

















 


2.41                        “Leave”


 


means any period
during which a person who was employed immediately prior to the commencement of
such period is absent without compensation pursuant to a leave of absence
granted by the Participating Company.


 


2.42                        “Military Leave”


 


means any period
during which an Eligible Employee is absent because of qualified service in the
uniformed services as defined in the Uniformed Services Employment and
Reemployment Rights Act of 1994. 
Contributions, benefits and service credit with respect to Military
Leave in the uniformed services will be provided in accordance with Code Section 414(u).


 


2.43                        “Non-Highly Compensated Employee”


 


means, with
respect to an Affiliated Company, any person who is not a Highly Compensated
Employee.


 


2.44                        “Participant”


 


means an
individual participating in the Plan pursuant to Article Three hereof or
any former Employee for whom an Account has been established and is maintained.


 


2.45                        “Participating Company”


 


means the Company and any Affiliated Company that
adopts this Plan with the consent of the Company.


 


2.46                        “Period of Service”


 


means each period of time commencing on an individual’s
initial date of Employment or date of Re-employment, whichever is applicable,
and ending on such individual’s next Termination Date.  A Period of Service shall include the
following:


 


(a)                                  Any period of service because of
Military Leave which the individual entered from employment with a
Participating Company or an Affiliated Company, provided the individual returns
to employment with the Participating Company or an Affiliated Company within
the period prescribed by the Uniformed Services Employment and Reemployment
Rights Act of 1994, as amended, or any other period for which credit is
required to be given under such Act.


 


(b)                                 In the event an individual has a
Termination Date and the individual subsequently performs an Hour of Service
and the Hour of Service is performed within twelve (12) months of his or her
Termination Date, “Period of Service” shall include the Termination Period.


 


14





















 


(c)                                  Any period for which credit is
required under the Family and Medical Leave Act, for such purposes described in
that Act, except that credit shall not be given under this subsection if it
would otherwise be given under any other provision of this Section.


 


(d)                                 For an individual (i) who was
a participant in the ISP on or before September 30, 2005 and who became an
Eligible Employee on October 1, 2005, or (ii) whose account was
transferred to this Plan pursuant to the Employee Benefits Agreement between
the Company and the American Express Company, periods of service under the ISP
shall be taken into consideration for all purposes.  For all other individuals, periods of service
under the ISP on or before September 30, 2005 shall be taken into
consideration for all purposes.


 


2.47                        “Plan”


 


means the
Ameriprise Financial 401(k) Plan.


 


2.48                        “Plan Year”


 


means the
consecutive twelve (12) month period ending on December 31.


 


2.49                        “Predecessor Company”


 


means any
corporation or unincorporated entity heretofore or hereafter merged or
consolidated with or otherwise absorbed by an Affiliated Company or any part of
the business of which has been acquired by an Affiliated Company.


 


2.50                        “Prior AMEX Plan”


 


means the
provisions of the American Express Incentive Savings Plan as the same existed
on June 30, 1994.


 


2.51                        “Restricted Matching Contribution Account”


 


means the account
of a Participant established and maintained for Restricted Matching
Contributions.


 


2.52                        “Restricted Matching Contribution”


 


means those
contributions defined as “Restricted Matching Contributions” under the Prior
AMEX Plan.


 


2.53                        “Retirement”


 


means retirement
meeting the conditions of Section 7.2(a) hereof.


 


2.54                        “Rollover Contribution”


 


means the amount
other than Roth 401(k) Rollover Contributions and After-Tax Rollover
Contributions contributed by or on behalf of an Eligible Employee in accordance
with Section 4.5.


 


15

















 


2.55                        “Rollover Contribution Account”


 


means the account
of a Participant established and maintained to hold Rollover Contributions in
accordance with Section 4.5.


 


2.56                        “Roth Catch-up Contribution”


 


means the
after-tax amount contributed by a Participating Company on behalf of a
Participant in accordance with Section 4.9 and Section 414(v) of
the Code.


 


2.57                        “Roth 401(k) Contribution”


 


means the
after-tax amount contributed by a Participating Company on behalf of a Participant
in accordance with Section 4.2, but excluding Roth Catch-up Contributions
pursuant to Section 4.9 of the Plan and Section 414(v) of the
Code.


 


2.58                        “Roth 401(k) Contribution Account”


 


means the account
of a Participant established and maintained in accordance with Section 4.2.


 


2.59                        “Roth 401(k) Rollover Contribution”


 


means the amount
attributable to Roth contributions contributed by or on behalf of an Eligible
Employee in accordance with Section 4.5.


 


2.60                        “Roth 401(k) Rollover Contribution Account”


 


means the account
of a Participant established and maintained to hold Roth 401(k) Rollover
Contributions in accordance with Section 4.5.


 


2.61                        “Service Related Contribution”


 


means those
contributions defined as “Service Related Contributions” under the Prior AMEX
Plan.


 


2.62                        “Service Related Contribution Account”


 


means the account
of a Participant established and maintained for Service Related Contributions.


 


2.63                        “SOP Transfer Account”


 


means the Account
established and maintained for an individual under the Plan for contributions
allocated to the individual’s account under the American Express Eligible
Employee Stock Ownership Plan as of November 30, 1994.


 


16

















 


2.64                        “Termination Date”


 


means the date on
which an individual quits, retires, or is discharged from all Affiliated
Companies or dies.


 


2.65                        “Termination Period”


 


means a period of
time commencing on an individual’s Termination Date and ending on the first
subsequent date on which he or she again performs an Hour of Service.


 


2.66                        “Testing Compensation”


 


means the annual
compensation of an Eligible Employee for purposes of the discrimination tests
described in Sections 5.1 and 5.2 defined as all compensation paid to an
individual as income, wages, salary, fees for professional services, Code Section 132(f),
Code Section 125 Eligible Employee contributions and other amounts for
personal services rendered in the course of employment with a Participating
Company during the Plan Year to the extent that such amounts are included in
gross income, but excluding amounts for deductible reimbursed moving expenses
and premiums for group term life insurance (to the extent not included in gross
income) and including amounts contributed as salary reduction contributions to
this Plan.  Notwithstanding, annual
compensation earned by an Eligible Employee prior to the date of entry under
the Plan may be excluded.


 


Testing
Compensation which exceeds $200,000 shall be excluded from the definition of
Testing Compensation; provided, however, that such dollar limitations shall be
adjusted to take into account any cost of living adjustments made by the
Secretary of the Treasury pursuant to Code Section 401(a)(17).


 


2.67                        “Trust Agreement”


 


means the Trust
Agreement and/or trust between the Investment Committee and the Trustee.


 


2.68                        “Trust Fund”


 


means the fund
held by the Trustee to which all contributions pursuant to the Plan are made
and out of which all benefits payable under the Plan are paid.  The Trust Fund shall include all investments
of the Plan together with accumulated earnings thereon.


 


2.69                        “Trustee”


 


means any banking
corporation duly qualified and appointed to so act under the Trust Agreement,
and any additional or successor Trustee appointed and acting pursuant to said
Trust Agreement.


 


2.70                        “Unrestricted Matching Contribution”


 


means those
contributions defined as “Unrestricted Matching Contributions” under the Prior
AMEX Plan.


 


17

















 


2.71                        “Unrestricted Matching Contribution Account”


 


means the account
of a Participant established and maintained for Unrestricted Matching
Contributions.


 


2.72                        “Valuation Date”


 


means each day
that the New York Stock Exchange is open for business, or such other dates as
may be designated from time to time by the Administration Committee.


 


2.73                        “Variable Match Contribution”


 


means the variable
amount contributed by a Participating Company in accordance with Section 4.3.


 


2.74                        “Variable Match Contribution Account”


 


means the account
of a Participant established and maintained to hold Variable Match
Contributions in accordance with Section 4.3.


 


2.75                        “Voluntary Contribution”


 


means the amount
contributed by a Participant in accordance with Section 4.4.


 


2.76                        “Voluntary Contribution Account”


 


means the account
of a Participant established and maintained in accordance with Section 4.4.


 


2.77                        “Year of Service”


 


“Year of Service”
means a Period of Service of twelve (12) months, determined as follows:


 


(a)                                  For purposes of determining an
individual’s first Year of Service for eligibility and vesting, the following
shall apply:


 


(i)                                     One (1) Year of Service shall
be credited for an Employee’s first year of Employment provided such Employee
is employed as of the day preceding the one (1) year anniversary of such
Employee’s initial date of Employment.


 


(ii)                                  For an Employee who is not credited
with his or her first Year of Service under the provisions of Section 2.77(a)(i),
such Employee’s first Year of Service shall be measured from the Employee’s
Employment date and each anniversary thereof, and shall include any Termination
Period of less than one (1) year. 
If the Employee has a Termination Period that equals or exceeds one (1) year,
the Employee’s first Year of Service for eligibility and Vesting shall be
determined by taking into account all Periods of Service.


 


18





















 


(b)                                 For an Employee who is credited
with his or her first Year of Service under the provisions of Section 2.77(a),
Years of Service for vesting shall include such Employee’s initial Year of
Service and all Periods of Service, subsequent to such individual’s initial
Year of Service.


 


(c)                                  For purposes of this Section, any
Termination Period that consists of a period of less than one (1) year
shall be included for purposes of determining an Employee’s Periods of Service
and his or her Years of Service.


 


(d)                                 For an individual (i) who was
a participant in the ISP on or before September 30, 2005 and who became an
Eligible Employee on October 1, 2005, or (ii) whose account was
transferred to this Plan pursuant to the Employee Benefits Agreement between
the Company and the American Express Company, years of service under the ISP
shall be taken into consideration for all purposes.  For all other individuals, years of service
under the ISP on or before September 30, 2005 shall be taken into
consideration for all purposes.


 


ARTICLE 3

ELIGIBILITY AND PARTICIPATION


 


3.1                               Eligibility for Participation


 


Except as set
forth under Section 3.4, an Eligible Employee shall be eligible to become
a Participant for all purposes of the Plan after he or she completes sixty (60)
days of service.


 


3.2                               Participation


 


Each Eligible
Employee shall become a Participant on the first Entry Date occurring after he
or she has satisfied the eligibility requirements of Section 3.1, and with
respect to which he or she has completed and filed informational forms or any
other process as the Administration Committee may require for the
administration of the Plan.


 


3.3                               Special Rules for Certain Eligible Employees


 


A Participant who
ceases to be an Eligible Employee shall cease to be a Participant for purposes
or making and/or receiving contributions under the Plan as of the date he or
she ceases to be an Eligible Employee, and shall resume as a Participant on the
date he or she again becomes an Eligible Employee.


 


An Eligible
Employee who has satisfied the service requirement of Section 3.1, but who
terminates employment with a Participating Company or otherwise ceases to be an
Eligible Employee before the Entry Date described in Section 3.2, shall
become a Participant in the Plan on the later of the date he or she again
becomes an Eligible Employee or the Entry Date applicable to him or her if he
or she had remained an Eligible Employee.


 


19
















 


3.4                               Participation by Eligible Employees Who Make Rollover
Contributions, After-Tax Rollover Contributions and/or Roth 401(k) Rollover
Contributions


 


An Eligible
Employee or former Employee who makes a Rollover Contribution, After-Tax
Rollover Contribution and/or Roth 401(k) Rollover Contribution to the
Trust Fund shall be deemed to be a Participant solely for the purpose of
maintaining a Rollover Contribution Account, After-Tax Rollover Contribution
Account and/or Roth 401(k) Rollover Contribution Account under the Plan
until such time as he or she otherwise becomes a Participant in accordance with
the applicable provisions of Section 3.1. 
An Eligible Employee or former Employee who is a Participant for
purposes of maintaining a Rollover Contribution Account, shall be deemed to be
a Participant for purposes of making a hardship withdrawal in accordance with
the provisions of Article Nine of the Plan and for purposes of naming a
beneficiary pursuant to the provisions of Article Eleven of the Plan.  An Eligible Employee or former Employee who
is a Participant for purposes of maintaining a After-Tax Rollover Contribution
Account, shall be deemed to be a Participant for purposes of making a
withdrawal of voluntary contributions in accordance with the provisions of Article Nine
of the Plan and for purposes of naming a beneficiary pursuant to the provisions
of Article Eleven of the Plan.  An
Eligible Employee who is a Participant for purposes of maintaining a Rollover
Contribution Account and/or After-Tax Rollover Contribution Account shall be
deemed to be a Participant for receiving a loan in accordance with the
provisions of Article Nine of the Plan. 
An Eligible Employee or former Employee who is a Participant for
purposes of maintaining a Roth 401(k) Rollover Contribution Account, shall
be deemed to be a Participant for purposes of naming a beneficiary pursuant to
the provisions of Article Eleven of the Plan.


 


ARTICLE 4

CONTRIBUTIONS


 


4.1                               Elective Contributions


 


Each Participant
may elect to have his or her Compensation for a Plan Year reduced by a whole
percentage amount (when combined
with the total amount of Roth 401(k) Contributions and Voluntary
Contributions made pursuant  to
Sections 4.2 and 4.4) up
to eighty percent (80%) of his or her Compensation, reduced by any other
required or elective withholdings per payroll period, and, in lieu of payment
to him, have such amount or its equivalent contributed as an Elective
Contribution for his or her benefit to the Plan; provided, however, that in no
event shall such dollar amount exceed the limitation of Section 402(g) of
the Code (as indexed), except to the extent permitted under Code Section 414(v) and
provisions of Section 4.9, if applicable; and provided that in no event
shall the Elective Contribution amount exceed his or her Compensation per
payroll period.


 


A Participant’s
election referred to in the preceding paragraph shall be made by providing
written notice (or such other form of notice as may be approved by the
Administration Committee) to the Participating Company in a form and manner
prescribed by the Administration Committee, at any time during the Plan
Year.  A Participant may completely
discontinue his or her Elective Contributions to the Plan by providing written
notice (or such other form of notice as may be approved by the Administration
Committee) to the Participating Company in a form and manner prescribed by the
Administration Committee, at any time during 


 


20

















 


the Plan Year.  A Participant’s election under this Section may
be increased or decreased (in whole percentage amounts of his or her
Compensation) at any time during the Plan Year. 
A Participant’s rate of Elective Contributions elected shall remain in
effect, subject to his or her right to completely discontinue or change the
amount of any Elective Contributions at any time as provided in this
Section.  All elections described in this
Section shall be effective as soon as practicable after such elections are
provided to the Participating Company.


 


Elective
Contributions shall be allocated to the Participant’s Elective Contribution
Account.  A Participant shall at all
times be one hundred percent (100%) vested in amounts allocated to his or her
Elective Contribution Account.


 


The amount of Elective
Contributions made on behalf of any Participant shall be subject to the
limitations of Article Five and such contributions may be restricted,
reduced or otherwise adjusted as provided in Article Five to ensure that
such limitations are satisfied.


 


4.2                               Roth 401(k) Contribution


 


Each Participant
may, by payroll deduction, elect to have Roth 401(k) Contributions made on
his or her behalf for a Plan Year in a whole percentage amount (when combined with the total amount of
Elective Contributions and Voluntary Contributions made pursuant  to Sections 4.1 and 4.4) up to eighty percent (80%) of his
or her Compensation reduced by any other required or elective withholdings per
payroll period; provided, however, that in no event shall such dollar amount
exceed the limitation of Section 402(g) of the Code (as indexed),
except to the extent permitted under Code Section 414(v) and
provisions of Section 4.9, if applicable; and provided that in no event
shall the Roth 401(k) Contribution amount exceed his or her Compensation
per payroll period.


 


A Participant’s
election referred to in the preceding paragraph shall be made by providing
written notice (or such other form of notice as may be approved by the
Administration Committee) to the Participating Company in a form and manner
prescribed by the Administration Committee, at any time during the Plan
Year.  A Participant may completely
discontinue his or her Roth 401(k) Contributions to the Plan by providing
written notice (or such other form of notice as may be approved by the
Administration Committee) to the Participating Company in a form and manner
prescribed by the Administration Committee, at any time during the Plan
Year.  A Participant’s election under
this Section may be increased or decreased (in whole percentage amounts of
his or her Compensation) at any time during the Plan Year.  A Participant’s rate of Roth 401(k) Contributions
elected shall remain in effect, subject to his or her right to completely
discontinue or change the amount of any Roth 401(k) Contributions at any
time as provided in this Section.  All
elections described in this Section shall be effective as soon as
practicable after such elections are provided to the Participating Company.  Designation of a contribution as a Roth 401(k) Contribution
is irrevocable.


 


Roth 401(k) Contributions
shall be allocated to the Participant’s Roth 401(k) Contribution
Account.  A Participant shall at all
times be one hundred percent (100%) vested in amounts allocated to his or her
Roth 401(k) Contribution Account.


 


21

















 


The amount of Roth
401(k) Contributions made on behalf of any Participant shall be subject to
the limitations of Article Five and such contributions may be restricted,
reduced or otherwise adjusted as provided in Article Five to ensure that
such limitations are satisfied.


 


4.3                               Fixed and Variable Match Contributions


 


With the payment
of any Elective Contributions, Roth 401(k) Contributions, Roth Catch-up
Contributions and/or Catch-up Contributions on behalf of an eligible
Participant during a Plan Year, the Participant’s Participating Company shall
contribute on behalf of such Participant, a Fixed Match Contribution.  In the case of a Participant otherwise
eligible to receive an allocation of a Fixed Match Contribution for a Plan
Year, the Fixed Match Contribution shall be an amount equal to one hundred
percent (100%) of the Participant’s Elective Contributions, Roth 401(k) Contributions,
Roth Catch-up Contributions and/or Catch-up Contributions, but such Fixed Match
Contributions shall not exceed three percent (3%) of the Participant’s
Compensation paid in a payroll period.


 


As of the end of
any Plan Year, the Participant’s Participating Company may contribute such
additional discretionary Variable Match Contributions as the Board in its sole
discretion may designate.  Any such
Variable Match Contributions shall be made with respect to any Elective
Contributions, Roth 401(k) Contributions, Roth Catch-up Contributions
and/or Catch-up Contributions made on behalf of an eligible Participant during
a Plan Year.  Participants eligible to
receive an allocation of any discretionary Variable Match Contributions made
pursuant to this Section must be eligible as provided under the provisions
of Section 3.1 hereof and be employed by an Affiliated Company as of the
last business day of a Plan Year or in Disability status (long-term medical
leave) in accordance with Section 7.2(b) provided the Participant has
received Company Stock Contributions for such Plan Year.


 


The Fixed Match
Contributions hereunder shall be allocated as Fixed Match Contributions to the
Participants’ Fixed Match Contribution Accounts at least annually.  Any Variable Match Contributions hereunder
shall be allocated as Variable Match Contributions to the Participants’
Variable Match Contribution Accounts.  A
Participant shall be vested in amounts allocated to his or her Fixed Match
Contribution Account and Variable Match Contribution Account in accordance with
the provisions of Article 7. 
Notwithstanding anything herein to the contrary, no Fixed or Variable
Match Contribution shall be made with respect to any Elective Contribution or
Roth 401(k) Contribution which comprises an Excess Deferral pursuant to Section 5.1.


 


The amount of
Fixed or Variable Match Contributions contributed hereunder shall be subject to
the limitations of Article Five and such contributions may be restricted,
reduced or otherwise adjusted as provided in Article Five to insure that
such limitations are satisfied.


 


4.4                               Participant Voluntary Contributions


 


A Participant may,
by payroll deduction, make Voluntary Contributions on an after tax basis not to
exceed ten percent (10%) of such Participant’s Compensation for a Plan
Year.  The aggregated sum of a
Participant’s Elective Contributions, Roth 401(k) Contributions and
Voluntary Contributions shall not exceed eighty percent (80%) of such
Participant’s Compensation, reduced by any other required or elective
withholdings per payroll period, for a 


 


22

















 


Plan Year; provided, however, that
in no event shall the Voluntary Contribution amount exceed his or her
Compensation per payroll period. 
Voluntary Contributions may be made in whole percentage increments only.


 


A Participant’s
election referred to in the preceding paragraph shall be made by providing
written notice (or such other form of notice as may be approved by the
Administration Committee) to the Participating Company in a form and manner
prescribed by the Administration Committee, at any time during the Plan
Year.  A Participant may completely
discontinue his or her Voluntary Contributions to the Plan by providing written
notice (or such other form of notice as may be approved by the Administration
Committee) to the Participating Company in a form and manner prescribed by the
Administration Committee, at any time during the Plan Year.  A Participant’s election under this Section may
be increased or decreased (in whole percentage amounts of his or her
Compensation) at any time during the Plan Year. 
A Participant’s rate of Voluntary Contributions elected shall remain in
effect, subject to his or her right to completely discontinue or change the
amount of any Voluntary Contributions at any time as provided in this
Section.  All elections described in this
Section shall be effective as soon as practicable after such elections are
provided to the Participating Company.


 


Voluntary
Contributions shall be allocated to Participant’s Voluntary Contribution
Account and shall be one hundred percent (100%) vested at all times.


 


The foregoing
notwithstanding, nothing herein shall be construed to prevent the
recharacterization of contributions under Section 5.1 and the limits of
this Section 4.4 shall not apply to such recharacterized contribution amounts.  The amount of Voluntary Contributions elected
by a Participant shall be subject to the limitations of Article Five and
such contributions may be restricted, reduced or otherwise adjusted to ensure
that such limitations are satisfied.


 


4.5                               Rollover Contributions,
After-Tax Rollover Contributions and Roth 401(k) Rollover Contributions from Qualified Plans


 


(a)                                  Trustee Authorized
to Accept Direct Rollover Contributions,
After-Tax Rollover Contributions and/or Roth 401(k) Rollover Contributions


 


Subject to the
written consent of the Administration Committee and under the conditions
described in this Section, the Trustee is authorized to accept, and an Eligible
Employee may make a direct Rollover Contribution, direct After-Tax Rollover
Contribution and/or direct Roth 401(k) Rollover Contribution in cash to
the Plan of an eligible rollover distribution from:


 


(i)                                     a
qualified plan described in Section 401(a) or 403(a) of the
Code, including after-tax employee contributions and Roth 401(k) contributions.


 


(ii)                                  an
annuity contract or custodial account described in Section 403(b) of
the Code, excluding after-tax employee contributions.


 


(iii)                               an
eligible plan under Section 457(b) of the Code which is maintained by
a state, political subdivision of a state, or any agency or instrumentality of
a state or political subdivision of a state.


 


23





















 


Notwithstanding
the above, property in the form of a note representing a participant loan may
be directly rolled over to this Plan, and shall be considered a loan under the
Plan provided said note represents a participant loan from a Plan maintained by
an Affiliated Company pursuant to a written inter-company agreement.


 


(b)                                 Trustee Authorized
to Accept Indirect Rollover Contributions


 


Subject to the
written consent of the Administration Committee and under the conditions
described in this Section, the Trustee is authorized to accept, and an Eligible
Employee may make a Rollover Contribution in cash to the Plan of an eligible
rollover distribution from:


 


(i)                                     a
qualified plan described in Section 401(a) or 403(a) of the
Code.


 


(ii)                                  an
annuity contract or custodial account described in Section 403(b) of
the Code.


 


(iii)                               an
eligible plan under Section 457(b) of the Code which is maintained by
a state, political subdivision of a state, or any agency or instrumentality of
a state or political subdivision of a state.


 


In addition, the Trustee is authorized to accept, and
an Eligible Employee may make a Rollover Contribution of the portion of a
distribution from an individual retirement account or annuity described in Section 408(a) or
408(b) of the Code that is eligible to be rolled over and would otherwise
be includible in gross income.


 


For purposes of this Section 4.5, any Rollover
Contribution, After-Tax Rollover Contribution and/or Roth 401(k) Rollover
Contribution to the Plan must meet the requirements of Section 402(c), Section 403(a)(4) or
Section 408(d)(3)(A) of the Code (including the requirement that the
Rollover Contribution be made no later than 60 days after the day on which the
Eligible Employee received the payment or distribution from the other plan or
account), and can only be made with the consent of the Administration Committee
and Trustee.  The Administration
Committee and Trustee may require the Eligible Employee to furnish any relevant
information and to make any reasonable representations concerning the
distribution from the prior plan or account before deciding whether to accept a
Rollover Contribution, After-Tax Rollover Contribution and/or Roth 401(k) Rollover
Contribution from him or her.  Rollover
Contributions, After-Tax Rollover Contributions and/or Roth 401(k) Rollover
Contributions shall be credited to separate accounts in the name of the
Eligible Employee.  Accumulated deductible employee
contributions within the meaning of Code Section 72(o)(5) may not be
rolled over to this Plan.  In the event
that a contribution (or any portion) purported to be a Rollover
Contribution, After-Tax Rollover Contribution and/or Roth 401(k) Rollover
Contribution does not qualify
as a Rollover Contribution, After-Tax Rollover Contribution and/or Roth
401(k) Rollover Contribution,
the contribution (or the non qualifying portion) will be returned to the
Eligible Employee and shall be deemed to be held outside of the Trust Fund.


 


(c)                                  Trustee Authorized
to Accept Direct Transfer


 


The Trustee may accept, with the express written
approval of the Administration Committee, a direct transfer of funds to a
Participant’s Rollover Contribution Account, 


 


24

















 


After-Tax Rollover Contribution Account and/or Roth 401(k) Rollover
Contribution Account hereunder from the trustee or insurer with respect to any
amount to be distributed from a trust described in Code Section 401(a),
which is exempt from taxation under Code Section 501(a), or from the
trustee or custodian of an account or annuity described in Code Section 408.  Transfers may be permitted of any assets held
in a trust described in Code Section 401(a) and exempt from taxation
under Code Section 501(a), including transfers on behalf of an alternate
payee under a qualified domestic relations order.  Property in the form of a note representing a
participant loan may be transferred to this Plan, and shall be considered a
loan under the Plan provided said note represents a participant loan from a
Plan maintained by an Affiliated Company. 
No direct transfer may be made if in the opinion of the Administration
Committee such a transfer may adversely affect the exempt status of the Trust
under Code Section 501(a).  As a
condition of the transfer, the Administration Committee may require the
Participant to provide such information as it may determine to be relevant.


 


4.6                               Company Stock Contribution


 


The Participating
Company employing a Participant shall contribute a Company Stock Contribution
to the Trustee, at least annually, in an amount equal to one percent (1%) of
such Participant’s Compensation for such payroll periods that the Eligible
Employee is an eligible Participant.


 


Company Stock
Contributions made pursuant to this Section 4.6 shall be invested by the
Trustee in the Company Stock Fund, subject to a Participant’s right to
diversify investments under the provisions of Section 6.3 and shall be
vested in accordance with the provisions of Article 7.


 


4.7                               Contributions by Company on Behalf of Participating Company


 


Contributions by
the Company shall include contributions on behalf of the Participating
Companies.  Each Participating Company on
behalf of which such contribution is made shall be charged an amount equal to
such Participating Company’s allocable obligation hereunder.  If, and to the extent that a Participating
Company is prevented from paying its allocable share of a contribution, the
amount of the contribution which such Participating Company is so prevented
from paying shall be paid by only such other Participating Companies as are
includable corporations with such Participating Company under Section 1504
of the Code.


 


4.8                               Contributions, Benefits and Service Credit with Respect to
Qualified Military Service


 


Contributions,
benefits and service credit with respect to qualified military leave will be
provided in accordance with Code Section 414(u).  Notwithstanding anything herein to the
contrary, the obligation to make participant loan repayments will be suspended
under this Plan for any period during which an employee is performing service
in the uniformed services, whether or not qualified military service, as
permitted under Code Section 414(u)(4).


 


4.9                               Catch-up Contributions and Roth Catch-up Contributions


 


For the purpose of crediting the Elective Contribution
Account and/or Roth 401(k) Contribution Account of a Participant who has
attained age 50 or who will attain age 50 


 


25

















 


during the taxable year, the Participating Company shall contribute
such amount as the Participant may elect to defer and have contributed to the
Plan.  In addition, a Participant shall
be treated as having elected to have Catch-up Contributions or Roth Catch-up
Contributions made to the extent that his Elective Contributions and/or Roth
401(k) Contributions exceed the limits imposed by the Plan or the Code for
the Plan Year. 
A Participant’s Catch-up Contributions and Roth Catch-up Contributions
for a Plan Year shall not exceed (i) the excess of the Participant’s
Testing Compensation over Elective Contributions under Section 4.1 and
Roth 401(k) Contributions under Section 4.2 or (ii) the dollar
amount set forth in Section 414(v) of the Code for the Plan Year, as
adjusted pursuant to Section 414(v)(2)(C) of the Code, whichever is
less; provided that under no circumstances will the total of a Participant’s
Elective Contributions, Catch-up Contributions, Roth 401(k) Contributions,
Roth Catch-up Contributions and Voluntary Contributions exceed one-hundred
percent (100%) of the Participant’s Compensation reduced by any other required
or elective withholdings per payroll period.


 


The Participant may
designate all or any portion of his Catch-up Contributions for the year as Roth
Catch-up Contributions.  Designation of a
Catch-up Contribution as a Roth Catch-up Contribution is irrevocable.


 


Such Catch-up Contributions and Roth Catch-up
Contributions shall not be taken into account for purposes of the provisions of
the Plan implementing the required limitations of Sections 402(g) and 415
of the Code.  The Plan shall not be
treated as failing to satisfy the provisions of the Plan implementing the
requirements of Sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of
the Code, as applicable, by reason of the making of such Catch-up Contributions
and Roth Catch-up Contributions.


 


ARTICLE 5

LIMITATIONS ON CONTRIBUTIONS


 


5.1                               Limitations on Elective Contributions and Roth 401(k) Contributions


 


The following
limitations on Elective Contributions and Roth 401(k) Contributions shall
apply:


 


(a)                                  Maximum Annual Allocation:  For each Plan Year, the annual allocation
derived from Elective Contributions to a Participant’s Elective Contribution Account
and/or Roth 401(k) Contributions to a Participant’s Roth 401(k) Contribution
Account shall satisfy one of the following tests:


 


(i)                                     the “Actual Deferral Percentage”
for Participants who are Highly Compensated Employees shall not be more than
the “Actual Deferral Percentage” for Participants who are Non-Highly
Compensated Employees multiplied by 1.25, or


 


(ii)                                  the excess of the “Actual Deferral
Percentage” for Participants who are Highly Compensated Employees over the “Actual
Deferral Percentage” for Participants who are Non-Highly Compensated Employees
shall not be more than two (2) percentage points, and the “Actual Deferral
Percentage” for Participants who are Highly Compensated Employees shall not
exceed the “Actual Deferral Percentage” for Participants who are Non-Highly
Compensated Employees multiplied by two (2).


 


26





















 


For purposes of
applying the above, the Administration Committee shall base the “Actual
Deferral Percentage” of Highly Compensated Employees on the deferrals made by
Non-Highly Compensated Employees for the Plan Year that is being tested.


 


(b)                                 For purposes of this Section 5.1,
Highly Compensated Employees and Non-Highly Compensated Employees shall include
any Eligible Employees eligible to make a deferral election pursuant to Section 4.1,
whether or not such deferral election is made.


 


(c)                                  For purposes of this Section 5.1,
if two (2) or more plans which include cash or deferred arrangements are
considered one (1) plan for purposes of Code Sections 401(a)(4) or
410(b), the cash or deferred arrangements included in such plans shall be
treated as one (1) arrangement.


 


(d)                                 For the purposes of this Section 5.1,
if a Participant who is a Highly Compensated Employee is a Participant under
two (2) or more cash or deferred arrangements of an Affiliated Company,
all such cash or deferred arrangements shall be treated as one (1) cash or
deferred arrangement for the purpose of determining the deferral percentage for
such Participant, except in the case of a plan which may not be aggregated with
this Plan for this purpose under Section 401(k) of the Code and the
Treasury Regulations thereunder.


 


(e)                                  The Administration Committee shall
prescribe rules to be applied by a Participating Company in limiting, prospectively,
the Elective Contributions and/or Roth 401(k) Contributions which may be
made on behalf of Participants who are Highly Compensated Employees so that the
limitations of this Section are satisfied. 
A Participating Company may make adjustments to a Participant’s Elective
Contributions and/or Roth 401(k) Contributions based on reasonable
estimates of Participants’ Compensation for the Plan Year.  A Participant who has filed an election to
make Elective Contributions and/or Roth 401(k) Contributions, which may
not be fully followed by a Participating Company due to adjustments hereunder,
shall be notified of such fact within a reasonable period of time.


 


(f)                                    Elective Contributions and/or Roth
401(k) Contributions will be reduced to the extent necessary, as
determined by the Administration Committee, to comply with the
nondiscrimination limitations described in this Section.  The Administration Committee shall first
disallow or restrict future contributions on behalf of affected
Participants.  If that is not sufficient,
then Excess Contributions shall be distributed in accordance with Code Section 401(k)(8)(C) to
the extent attributable to Elective Contributions and/or Roth 401(k) Contributions
to Highly Compensated Employees on the basis of the respective portion of the
excess amount attributable to each of them or, alternatively, may be
recharacterized as Voluntary Contributions under this Plan.  For purposes hereof, “Excess Contributions”
means the excess of the aggregate amount of Elective Contributions and/or Roth
401(k) Contributions made on behalf of a Highly Compensated Employee for a
Plan Year over the maximum amount of such contributions permitted under the
limitations of Code Section 401(k)(3)(A)(ii).  Excess Contributions are determined by first
establishing how much the actual deferral ratio (“ADR”) of the Highly
Compensated Employee with the highest ADR would have to be reduced to satisfy
the ADP test or cause such ratio to equal the ADR of the Highly Compensated
Employee with the next highest ratio. 
This process is repeated until the ADP test would be satisfied.  The amount of Excess Contributions is equal
to the sum of these hypothetical reductions multiplied, 


 


27





















 


in each case, by the Highly
Compensated Employee’s compensation.  The
identity of the Highly Compensated Employees subject to distribution (or
re-characterization) of Excess Contributions will be determined using the “dollar
leveling method” starting with the Highly Compensated Employee with the
greatest dollar amount of Roth, elective and other contributions treated as
elective contributions for the Plan Year until the amount of Excess
Contributions has been accounted for.


 


The amount
designated by a Highly Compensated Employee and paid to his or her Elective
Contribution Account and/or Roth 401(k) Contribution Account but which is
subject to the reduction referred to in the preceding paragraph (plus any
income and minus any loss attributable thereto) shall be designated as an Excess
Contribution and the Administration Committee shall cause the same to be paid
to the Participant as soon as practicable if not recharacterized as Voluntary
Contributions.  Any such distribution
with respect to a Participant for a Plan Year shall be reduced by the amount of
any Excess Deferrals previously distributed to such Participant for the
Participant’s taxable year ending with or within the Plan Year in which the
Excess Contribution arose.  In allocating
income or losses to Excess Contributions, the Administration Committee may use
any reasonable method otherwise used by the Plan for allocating gains, earnings
and losses to Participants’ Accounts generally, provided such method is used
consistently for all Participants and for all corrective distributions under
the Plan for the Plan Year.  Income or
losses shall not be allocated for the period between the end of the Plan Year
and the date of distribution.  However,
for Plan Years beginning on or after January 1, 2006 and prior to January 1,
2008, income or losses shall be allocated for the period between the end of the
Plan Year and the date of distribution in a manner consistent with the Treasury
Regulations under Code Section 401(k). 
For purposes of this Section, “Excess Deferrals” means amounts in excess
of the dollar limitation of Code Section 402(g), as adjusted for increases
in such limitation as provided by Code Section 402(g)(4) except to
the extent permitted under Code Section 414(v) and provisions of Section 4.9,
if applicable.  Match Contributions shall
not be made with respect to Excess Contributions and, to the extent previously
made, will be forfeited.


 


Without limiting
the foregoing, the Administration Committee shall also have the power to
redesignate any Excess Contribution as a Voluntary Contribution.


 


The Administration
Committee will use its best efforts to distribute Excess Contributions (plus
any income and minus any loss thereon) no later than two and one-half (21⁄2)
months after the end of the Plan Year of the contribution, and in no event
shall the distribution or forfeiture occur later than twelve (12) months after
the end of the Plan Year of the deferral or contribution.  A distribution of Excess Contributions must
be made after the Plan Year in which the excess amounts were contributed.  Distributions under this Section may be
made without the consent of the Participant or the Participant’s spouse.  No liability shall result to any
Participating Company from the Participant’s loss of any deferral of taxation
for federal or state income purposes, or for interest on any amounts subject to
pay reduction elections returned under these provisions.


 


The Administration
Committee may apply the mathematical nondiscrimination tests and determine the
extent of the reduction as of any dates during the Plan Year, based on the
available facts and any reasonable projections. 
The Administration Committee may adopt such policies as it deems
reasonable and equitable to restrict the deferral elections of Highly 


 


28

















 


Compensated Employees during Plan
Years in which Elective Contributions and/or Roth 401(k) Contributions are
likely to be reduced under this Section.


 


If the
Administration Committee has previously determined that a reduction of
contributions for the Plan Year is necessary, a Highly Compensated Employee who
is eligible to participate may not designate or contribute an Elective
Contribution and/or Roth 401(k) Contribution (on an annualized basis) in
an amount that is greater than the projected annual contribution amount for
Highly Compensated Employees as determined by the Administration Committee at
that time, after giving effect to the mandated reduction.


 


(g)                                 The Administration Committee shall,
to the extent practical, disallow or restrict Elective Contributions and/or
Roth 401(k) Contributions to the extent necessary to comply with the
dollar limitation of Code Section 402(g) (as adjusted), except to the
extent permitted under Code Section 414(v) and provisions of Section 4.9,
if applicable.


 


Notwithstanding
the above, the amount designated as an Excess Deferral shall be distributed to
the Participant as soon as practicable. 
Any such distribution with respect to a Participant for a Plan Year
shall be reduced by the amount of any Excess Contributions previously
distributed to such Participant for the Participant’s taxable year ending with
or within the Plan Year in which the Excess Deferral arose.  The income allocable to excess deferrals is
equal to the sum of the allocable gain or loss for the taxable year of the
individual and the allocable gain or loss for the period between the end of the
taxable year and the date of distribution. 
In allocating income or losses to Excess Deferrals, the Administration
Committee may use any reasonable method otherwise used by the Plan for
allocating gains, earnings and losses to Participants’ Accounts generally,
provided such method is used consistently for all Participants and for all
corrective distributions under the Plan for the Plan Year.  Match Contributions shall not be made on
account of Excess Deferrals and, to the extent previously made, shall be
forfeited.


 


The Administration
Committee will use reasonable efforts to distribute Excess Deferrals (plus any
income and minus any loss thereon) to a Participant no later than April 15th
following the close of the taxable year in which the Excess Deferral
occurred.  Distributions under this Section may
be made without the consent of the Participant or the Participant’s
spouse.  No liability shall result to any
Participating Company from the Participant’s loss of any deferral of taxation
for federal or state income purposes, or for interest on any amounts subject to
pay reduction elections returned under these provisions.


 


If a Participant notifies the Company by the March 1
following a calendar year that the Elective Contributions and/or Roth 401(k) Contributions
for the calendar year together with all other “elective deferrals” made by the
Participant for the calendar year exceeds the applicable annual dollar
limitation determined by the Secretary of the Treasury under Section 402(g) of
the Code, then the amount of Excess Deferrals which the Participant in such
notification allocates to this Plan shall be paid to the Participant (together
with any income allocable thereto) by the April 15 following the end of
such calendar year, and any Match Contributions and income allocable thereto
which would have been made or credited, or were made or credited, as a result
of the Excess Deferrals paid to a Participant pursuant to this Section shall
not be made or credited or, if already made or credited, shall be forfeited at
the end of the Plan Year for which such Match Contributions were, or would have
been made and used by the 


 


29

















 


Company to satisfy its obligation to make Match Contributions on behalf
of other Participants for such Plan Year or, to the extent of any excess, in
subsequent Plan Years.  Any amounts paid
to a Participant under this Section shall be treated as compensation for
the calendar year in which such Elective Contributions and/or Roth 401(k) Contributions
were made and shall be subject to federal income and other tax withholding by
the Company on the same basis as other compensation paid to the Participant by
the Company (provided, however, that allocable earnings are taxable in the year
of distribution).


 


5.2                               Limitations on Fixed and Variable Match Contributions and
Voluntary Contributions


 


The following
limitations on Fixed and Variable Match Contributions and Voluntary
Contributions shall apply:


 


(a)                                  Maximum Annual Allocation:  For each Plan Year, the annual allocation
derived from Fixed and Variable Match Contributions and Voluntary Contributions
allocated to a Participant’s Fixed and Variable Match Contribution Accounts and
Voluntary Contribution Account shall satisfy one of the following tests:


 


(i)                                     the “Actual Contribution Percentage”
for Participants who are Highly Compensated Employees shall not be more than
the “Actual Contribution Percentage” for Participants who are Non-Highly
Compensated Employees multiplied by 1.25, or


 


(ii)                                  the excess of the “Actual
Contribution Percentage” for Participants who are Highly Compensated Employees
over the “Actual Contribution Percentage” for Participants who are Non-Highly
Compensated Employees shall not be more than two (2) percentage points,
and the “Actual Contribution Percentage” for the Participants who are Highly
Compensated Employees shall not exceed the “Actual Contribution Percentage” for
Participants who are Non-Highly Compensated Employees multiplied by two (2).


 


For purposes of
applying the above, the Administration Committee shall base the “Actual
Contribution Percentage” of Highly Compensated Employees on the contributions
made by or on behalf of Non-Highly Compensated Employees for the Plan Year that
is being tested.


 


(b)                                 For purposes of this Section 5.2,
if two (2) or more plans which include Code Section 401(m) arrangements
are considered one (1) plan for purposes of Code Sections 401(a)(4) or
410(b), the Code Section 401(m) arrangements included in such plans
shall be treated as one (1) arrangement.


 


(c)                                  For the purposes of this Section 5.2,
if a Participant who is a Highly Compensated Employee is a Participant under
two (2) or more Code Section 401(m) arrangements of an
Affiliated Company, all such Code Section 401(m) arrangements shall be
treated as one (1) 401(m) arrangement for the purpose of determining
the Actual Contribution Percentage with respect to such Participant, except in
the case of a plan which may not be aggregated with this Plan for this purpose
under Section 401(m) of the Code and the Treasury Regulations
thereunder.


 


30
















 


(d)           If neither of the tests described
in Section 5.2(a) are met for a Plan Year, the Administration
Committee shall identify, in accordance with Code Section 401(m) and
the Treasury Regulations thereunder, the Highly Compensated Employee(s) whose
Fixed and Variable Match Contributions and Voluntary Contributions cause such
tests not to be met, as well as the amount of such contributions for each such
Eligible Employee that caused the tests not to be met (“Excess Aggregate
Contributions”).  For purposes hereof, “Excess
Aggregate Contributions” means the excess of the aggregate amount of Fixed and
Variable Match Contributions and Voluntary Contributions made on behalf of a
Highly Compensated Employee for a Plan Year over the maximum amount of such
contributions permitted under the limitations of Code Section 401(m)(2)(A).  Excess Aggregate Contributions are determined
by first establishing how much the actual contribution ratio (“ACR”) of the
Highly Compensated Employee with the highest ACR would have to be reduced to
satisfy the ACP test or cause such ratio to equal the ACR of the Highly
Compensated Employee with the next highest ratio.  This process is repeated until the ACP test
would be satisfied.  The amount of Excess
Aggregate Contributions is equal to the sum of these hypothetical reductions
multiplied, in each case, by the Highly Compensated Employee’s compensation.


 


Fixed and Variable
Match Contributions and Voluntary Contributions will be reduced only to the
extent necessary, in the judgment of the Administration Committee, to comply
with the nondiscrimination limitation described in Section 5.2(a).  Excess Aggregate Contributions shall be
distributed in accordance with Code Section 401(m)(6)(C) to the
extent attributable to Fixed and Variable Match Contributions and Voluntary
Contributions to Highly Compensated Employees on the basis of the respective
portion of the excess amount attributable to each of them.  Determination of the amount of Excess
Aggregate Contributions shall be made after first determining the amount of any
Excess Contributions.  The distribution
of Excess Aggregate Contributions shall be made on the basis of the respective
amounts attributable to each Highly Compensated Employee.  The Highly Compensated Employees subject to
actual distribution are determined using the “dollar leveling method” starting
with the Highly Compensated Employee with the greatest dollar amount of such
contributions for the Plan Year and continuing until the amount of the Excess
Aggregate Contributions has been accounted for.


 


The amount of any
Fixed and Variable Match Contribution or Voluntary Contribution on behalf of a
Highly Compensated Employee that is subject to the reduction referred to in the
preceding sentences (plus any income and minus any loss allocable thereto)
shall be designated as an Excess Aggregate Contribution and the Administration
Committee shall cause the same to be paid to the Participant as soon as
practicable.  In allocating income or
losses attributable to Excess Aggregate Contributions, the Administration
Committee may use any reasonable method otherwise used by the Plan for
allocating gains, earnings and losses to Participants’ Accounts generally,
provided such method is used consistently for all Participants and for all
corrective distributions under the Plan for the Plan Year.  Income or losses shall not be allocated for
the period between the end of the Plan Year and the date of distribution.  However, for Plan Years beginning on or after
January 1, 2006 and prior to January 1, 2008, income or losses shall
be allocated for the period between the end of the Plan Year and the date of
distribution in a manner consistent with the Treasury Regulations under Code Section 401(m).


 


Any Elective
Contributions and/or Roth 401(k) Contributions recharacterized as
Voluntary Contributions in order to satisfy the nondiscrimination test of Section 5.1
hereof shall be subject to the nondiscrimination test set forth in Section 5.2(a).  Determination of the amount 


 


31

















 


of Excess Aggregate Contributions resulting from application of
the foregoing test may be made only after determining the Excess Contributions
to be recharacterized as Voluntary Contributions for the Plan Year.


 


The Administration
Committee will use reasonable efforts to distribute Excess Aggregate
Contributions (plus any income and minus any loss thereon) no later than two
and one-half (21⁄2) months after the end of the Plan Year of the contribution,
and in no event shall the distribution or forfeiture occur later than twelve
(12) months after the end of the Plan Year of the deferral or
contribution.  A distribution of Excess
Aggregate Contributions must be made after the Plan Year in which the excess amounts
were contributed.  Distributions under
this Section may be made without the consent of the Participant or the
Participant’s spouse.  No liability to
any Participating Company shall result from the Participant’s loss of any
deferral of taxation for federal or state income purposes, or for interest on
any amounts subject to pay reduction elections returned under these provisions.


 


The Administration
Committee may apply the mathematical nondiscrimination tests and determine the
extent of the reduction as of any dates during the Plan Year, based on the then
available facts and any reasonable projections and, based on such facts and
projections, restrict future Voluntary Contributions.  The Administration Committee may adopt such
policies as it deems reasonable and equitable to restrict the Voluntary
Contribution elections of Highly Compensated Employees during Plan Years in
which Voluntary Contributions are likely to be reduced under this Section.


 


5.3          Limitations to Deductibility


 


In no event may
the total amount of contributions of any type made by the Participating
Companies under this Plan or any other plan(s) maintained by the
Participating Companies exceed the maximum amount allowable as a deduction in
computing the taxable income of the Participating Companies for federal income
tax purposes.  In the event such maximum
deduction limit would otherwise be exceeded, the Administration Committee shall
prescribe rules for reducing or restricting contributions under this Plan
and any other plan(s) maintained by the Participating Companies.


 


5.4          Limitations
on Annual Additions


 


(a)           Except
to the extent permitted under Section 4.9 of the Plan and Section 414(v) of
the Code, if applicable, the annual addition (as hereinafter defined) that may
be contributed or allocated to a Participant’s Accounts under the Plan for any
limitation year shall not exceed the lesser of:


 


(i)            $40,000, as adjusted
for increases in the cost-of-living under Section 415(d) of the Code,
or


 


(ii)           one hundred percent
(100%) of the Participant’s 415 Compensation for the limitation year.


 


The 415 Compensation limit referred to in (ii) shall
not apply to any contribution for medical benefits after separation from
service (within the meaning of 


 


32

















 


Section 401(h) or Section 419A(f)(2) of
the Code) which is otherwise treated as an annual addition.


 


The limitation year shall be the calendar year.  For purposes of the limits set forth in this
Section, the definition of “Affiliated Companies” shall be modified in
accordance with Section 415(h) of the Code.


 


As used herein, except as otherwise provided, the term
“annual addition” for a limitation year means the aggregate:


 


(i)            employer
contributions;


 


(ii)           employee contributions
other than catch-up contributions and Roth catch-up contributions;


 


(iii)          forfeitures;


 


(iv)          amounts allocated to an
individual medical account (as defined in Section 415(l)(2) of the
Code) which is part of a pension or annuity plan maintained by an Affiliated
Company, and amounts derived from contributions paid or accrued which are
attributable to post-retirement medical benefits allocated to the separate
account of a key employee (as defined in Section 419A(d)(3) of the
Code) under a welfare benefit fund (as defined in Section 419(e) of
the Code) maintained by an Affiliated Company; and


 


(v)           allocations under a
simplified employee pension credited to a Participant for the limitation year.


 


For this purpose, any excess amount applied under Section 5.4(c) in
the limitation year to reduce employer contributions will be considered an
annual addition for such limitation year. 
In addition, Excess Contributions and Excess Aggregate Contributions
distributed pursuant to the provisions of the Plan will be considered annual
additions.  However, Elective
Contributions and Roth 401(k) Contributions distributed in accordance with
the last paragraph of this Section shall not be considered annual
additions.


 


(b)           If
a Participant is or ever has been a participant in one or more additional
defined contribution plan(s), welfare benefit fund(s) (as defined in Section 419(e) of
the Code), individual medical account(s) (as defined in Section 415(l)(2) of
the Code), or simplified employee pension(s) (as defined in Section 408(k) of
the Code) maintained by an Affiliated Company, annual additions under this Plan
and such other plan or plans shall in the aggregate be limited as described in Section 5.4(a) of
this Section 5.4, with reductions being made first to this Plan in
accordance with Section 5.4(c).


 


(c)           If
it becomes necessary for any limitation year to reduce annual additions with
respect to a Participant, any excess annual additions under this Plan shall be
reduced as follows before any annual additions under any other defined
contribution plan shall be reduced:


 


33





















 


(i)            First, a Participant’s
Profit Sharing Contributions, to the extent they constitute excess annual
additions, shall be reduced to the extent necessary to reduce excess annual
additions to zero;


 


(ii)           Second, a Participant’s
Voluntary Contributions, to the extent they constitute excess annual additions,
shall be refunded to the Participant to the extent necessary to reduce excess
annual additions to zero.  Income
attributable to Voluntary Contributions shall also be distributed to the
Participant on a “last in first out” (LIFO) basis;


 


(iii)          Third, a Participant’s
Elective Contributions, to the extent they constitute excess annual additions,
shall be refunded to the Participant to the extent necessary to reduce excess
annual additions to zero.  Income
attributable to Elective Contributions shall also be distributed to the
Participant on a “last in first out” (LIFO) basis;


 


(iv)          Fourth, a Participant’s
Roth 401(k) Contributions, to the extent they constitute excess annual
additions, shall be refunded to the Participant to the extent necessary to
reduce excess annual additions to zero. 
Income attributable to Roth 401(k) Contributions shall also be
distributed to the Participant on a “last in first out” (LIFO) basis;


 


(v)           Fifth, a Participant’s
Fixed Match Contributions, to the extent they constitute excess annual
additions, shall be reduced to the extent necessary to reduce excess annual
additions to zero;


 


(vi)          Sixth, a Participant’s
Variable Match Contributions, to the extent they constitute excess annual
additions, shall be reduced to the extent necessary to reduce excess annual
additions to zero; and


 


(vii)         Seventh, a Participant’s
Company Stock Contributions, to the extent they constitute excess annual
additions, shall be reduced to the extent necessary to reduce excess annual
additions to zero.


 


Excess amounts not refunded to a Participant shall be
transferred and held in an unallocated suspense account.  Amounts held in such suspense account shall
not participate in allocations of the Trust Fund’s investment gains and losses,
and shall be allocated and reallocated among  Participants
in the next limitation year and in each succeeding limitation year, as
necessary, before any employer or employee contributions may be made to the Plan
for that limitation year.  The allocation
and reallocation shall be allocated and applied in the following order of
priority:  (1) as Company Stock
Contributions; (2) as Fixed Match Contributions; (3) as Variable
Match Contributions; and, finally (4) as Profit Sharing
Contributions.  If, after such
reductions, there remain excess annual additions, annual additions under other
Company sponsored defined contribution plans shall be reduced in accordance
with the provisions of such plan(s).


 


Notwithstanding the above provisions of this Section,
if the limitations of this Section would be exceeded as a result of the
allocation of forfeitures; a reasonable error in 


 


34

















 


estimating a Participant’s
annual compensation; a reasonable error in determining the amount of Elective
Contributions and Roth 401(k) Contributions under Section 402(g)(3) of
the Code that may be made with respect to any individual under the limits of Section 415
of the Code; or other limited facts and circumstances that the Commissioner of
the Internal Revenue Service finds justify the applicability of this paragraph,
then the Elective Contributions and Roth 401(k) Contributions (together
with income attributable to such contributions) shall be distributed to such
person to the extent the distribution reduces the annual addition to eliminate
such excess (to the extent such contributions cannot be recharacterized as
Catch-up Contributions or Roth Catch-up Contributions).  Any amount so distributed or recharacterized  shall be disregarded for purposes of
calculating such person’s Actual Deferral Percentage or Excess Deferrals.


 


ARTICLE 6

INVESTMENTS AND ACCOUNTING


 


6.1          Assets Held in Trust


 


All contributions
to the Trust Fund established in connection with the Plan, and all income or
other property derived therefrom, shall be held and administered by the
Trustee, in trust, in accordance with the provisions of the Trust Agreement
established in connection with the Plan.


 


6.2          Investment Options


 


(a)           Company Stock Fund; Other
Funds.  The Trust Fund shall consist in
part of the Company Stock Fund.  The “Company
Stock Fund” shall be a unitized fund, the assets of which shall at all times be
invested exclusively in Company Stock plus, to such limited extent as is
determined to be necessary to meet liquidity needs, cash, cash equivalents or
similar liquid investments.  In addition,
the Trust Fund shall consist in part of the American Express Company Stock Fund
(the “American Express Company Stock Fund”). 
The American Express Company Stock Fund shall hold American Express
Company common stock received as a result of the spin off of the portion of the
ISP covering Company Participants, alternate payees and beneficiaries.  Amounts held thereunder may be sold  at the direction of the
Participant, beneficiary or alternate payee at any time but the American
Express Company Stock Fund shall not receive additional contributions.  The American Express Company Stock Fund shall
be a unitized fund, the assets of which shall at all times be invested
exclusively in American Express Company common stock plus, to such limited
extent as is determined to be necessary to meet liquidity needs, cash, cash
equivalents or similar liquid investments. 
The American Express Company Stock Fund shall be liquidated as soon as
administratively practicable eighteen (18) months following the date of
distribution.  Upon liquidation, amounts
held shall be invested in the Plan’s
default investment fund.


 


(b)           Discretionary Funds.  The Trust Fund shall consist in part of such
funds as the Investment Committee may from time to time establish (the “Discretionary
Funds”); provided,
however, that the Investment Committee shall not have the discretion to
establish a fund that invests primarily in the stock of the Company or the
American Express Company.  The Investment
Committee may, at any time and from time to time, establish and/or remove one
or more separate Discretionary Funds. 
Each Discretionary Fund shall, while existing as part of the Trust Fund,
be subject to all of the Trust Fund provisions. 
The total of such separate Investment 


 


35





















 


Funds established by the Investment Committee and existing at any
time, plus such funds as described in Section 6.2(a) above, shall
comprise the total Trust Fund attributable to Plan Accounts.  In addition, the Investment Committee may
permit Participants, alternate payees and beneficiaries to direct the
investment of all or a portion of their Accounts into mutual funds available
through a so-called “brokerage window” or similar program (a “brokerage
investment option”).  If a brokerage
investment option is made available, then except with respect to such funds as
described in Section 6.2(a) above, it shall be treated for purposes
of the Plan as a Discretionary Fund, except that references hereunder to
Discretionary Funds, insofar as they pertain to Trust Fund-level accounting and
activity, shall be deemed modified (as they relate to any brokerage investment
option) to reflect the fact that such option does not involve a commingling of
investments, that each Participant, alternate payee or beneficiary may have a
different selection of investments thereunder, and that a Participant,
alternate payee or beneficiary may elect transfers within such option as well
as between such option and other Investment Funds.  Any brokerage investment option shall be
subject to such additional rules as the Investment Committee may prescribe
or as shall be set forth in the Trust Agreement.  Notwithstanding anything herein to the
contrary, American Express Company common stock held in the American Express
Company Stock Fund may be transferred to and held under the brokerage
investment option.


 


(c)           Transfers Among Investment
Funds.  Subject to Section 6.3, each
Participant, alternate payee or beneficiary having an interest in the Trust
Fund shall be authorized to transfer assets allocated to him or her from one
separate Investment Fund to another, and to allocate future contributions to
any separate Investment Fund; provided, however, that the Administration
Committee may impose reasonable conditions on such transfers in order to
address market timing, excessive trading or other administrative concerns.


 


6.3          Investment Directions


 


Pursuant to such administrative
procedures as the Administration Committee or Investment Committee may
implement, all contributions hereunder made by or on behalf of a Participant
shall be invested by the Trustee in one or more of the investment options
authorized pursuant to Section 6.2 in such proportions as the Participant,
alternate payee or beneficiary may direct, except to extent described in Section 17.6.  The Investment Committee shall designate an
Investment Fund for the Trustee to invest all contributions for which a
Participant, alternate payee or beneficiary fails to provide investment
directions to the Trustee, except to the extent otherwise required by the Plan
to be invested in Company Stock.  To
the extent that a Participant, alternate payee or beneficiary is entitled to
direct the Trustee as to the investment of all or a portion of his or her
Account among the Investment Funds available under the Plan, or as to the
exercise of voting, tender, or other rights appurtenant to the ownership of
securities attributable to his or her Account, the Participant, alternate payee
or beneficiary shall be acting as a “named fiduciary” within the meaning of Section 403(a)(1)
of ERISA.  Notwithstanding anything in
the Plan to the contrary, if, by reason of the Participant, alternate payee or
beneficiary’s exercise of independent control over the assets in his or her
Account, a particular transaction satisfies the requirements for relief under Section 404(c) of
ERISA, such individual shall not be deemed to be a fiduciary, named or
otherwise, with respect to such transaction, and no other person who is
otherwise a fiduciary shall be liable for any loss, or by reason of any breach,
that results from the individual’s exercise of independent control pursuant to
such transaction.


 


36

















 


6.4          Income and Expenses of a Fund


 


Income on the
investments in an Investment Fund shall be reinvested by the Trustee in the
same Investment Fund.  Brokerage
commissions, transfer or other taxes, and other charges and expenses which are
incurred in connection with the investments of a pooled investment shall be
ratably charged to such pooled investment except to the extent paid by a
Participating Company.  Fees, commissions,
and other charges and expenses which are attributable to the Trust as a whole
shall be allocated among the Investment Funds in accordance with a uniform
policy established by the Trustee.


 


6.5          Separate Accounting


 


The Committee
shall maintain such necessary sub-accounts as may be required to account for
all contributions made and allocated hereunder.


 


6.6          Valuation of Investment Funds


 


As of each
Valuation Date, the Trustee shall determine, in accordance with a method
consistently followed and uniformly applied, the fair market value of each
Investment Fund then held under the Plan. 
Periodically, the Trustee shall advise the Investment Committee of the
value.


 


6.7          Short-Term Investments


 


The Trustee may
temporarily hold contributions made hereunder in cash, in any short-term
Investment Fund maintained by the Trustee as approved from time to time by the
Investment Committee.


 


6.8          Effect of Participant Loans


 


Pursuant to Section 9.6,
a designated Participant may borrow from his or her Account(s), and in such
event the loan shall be deemed to be a separate investment held for the
Participant.  Any amount borrowed by a
Participant shall reduce the Participant’s interest in the investments in which
his or her Account(s) are invested. 
Payments (principal and interest) made by the Participant with respect
to a loan will be invested in accordance with the Participant’s existing
investment directions for his or her Account(s) under the Plan.


 


6.9          Voting of Company Stock and Other Securities


 


The voting of
Company Stock and other securities shall be determined in accordance with the
provisions of the Trust Agreement.


 


6.10        Purchase of Common Shares


 


Unless
specifically directed by the Investment Committee, common shares of the Company
may be purchased by the Trustee for the Company Stock Fund in the open market,
or if the Investment Committee so directs, may be purchased directly from the
Company.  If common shares are purchased
directly from the Company, the Trust Fund will pay no more than 


 


37

















 


fair market value for such shares, as determined by the Investment
Committee in accordance with rules and procedures established hereunder.


 


ARTICLE 7

VESTING AND ALLOCATION OF FORFEITURES


 


7.1          Vesting of Elective Contributions, Roth 401(k) Contributions,
Catch-up Contributions, Roth Catch-up Contributions, Fixed Match Contributions,
Variable Match Contributions, Company Matching (Pre-07) Contributions,
Voluntary Contributions, Company Stock Contributions, Company Stock (Pre-07)
Contributions, Service Related Contributions, Restricted Matching
Contributions, Unrestricted Matching Contributions, Rollover Contributions,
After-Tax Rollover Contributions, Roth 401(k) Rollover Contributions and
SOP Transfer Accounts


 


All amounts
allocated to the Accounts of Participants that are attributable to Elective
Contributions, Roth 401(k) Contributions, Catch-up Contributions, Roth Catch-up
Contributions, Voluntary Contributions, Company Matching (Pre-07)
Contributions, Company Stock (Pre-07) Contributions, Rollover Contributions, After-Tax
Rollover Contributions, Roth 401(k) Rollover Contributions and SOP Transfer
Accounts shall be one hundred percent (100%) vested.


 


All amounts
allocated to the Accounts of Participants that are attributable to Fixed Match
Contributions, Variable Match Contributions and Company Stock Contributions
shall be vested in accordance with the following schedule:


 


	
  Years of Service

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Less
  than one

  	
   

  	
  0

  	
   

  
	
  At
  least one but less than two

  	
   

  	
  20

  	
   

  
	
  At
  least two but less than three

  	
   

  	
  40

  	
   

  
	
  At
  least three but less than four

  	
   

  	
  60

  	
   

  
	
  At
  least four but less than five

  	
   

  	
  80

  	
   

  
	
  Five
  or more

  	
   

  	
  100

  	
   

  



 


7.2          One Hundred Percent (100%) Vesting Upon Retirement, Disability or
Death


 


If an active
Participant’s participation in the Plan is terminated as a result of his or her
Retirement or Disability under the conditions described in this Section 7.2
or as a result of the Participant’s death, the full amount credited to his or
her Account on the Valuation Date coincident with or next following such
Retirement, Disability or death shall become one hundred percent (100%) vested
and payable to him or her, or his or her beneficiary.  The conditions of this Section 7.2 are
as follows:


 


(a)           Retirement.  Retirement means the attainment of age
sixty-five (65) by a Participant.


 


38





















 


(b)           Disability.  Disability or Disabled means a
physical or mental condition that renders the Participant eligible for
disability benefits under the federal Social Security Act as now enacted or
hereinafter amended.  As proof of
Disability, the Participant must provide the official written determination of
Disability by the Social Security Administration to the Administration
Committee.  Notwithstanding the
foregoing, no Participant will be considered to have a Disability unless an
official Social Security determination is received by the Administration
Committee within two (2) years after the Participant’s last day of
eligibility for coverage under the Company’s separate salary continuation
benefit.


 


7.3          Vesting of Company Profit Sharing Contribution Accounts and
Allocation of Forfeited Amounts


 


(a)           Subject to Section 7.2, the
vested portion of a Participant’s Account attributable to Company Profit
Sharing Contributions shall be determined in accordance with the following
schedule:


 


	
  Years of Service

  	
   

  	
  Vested Percentage

  	
   

  
	
  Less than five (5)

  	
   

  	
  0

  	
  %

  
	
  Five (5) or more

  	
   

  	
  100

  	
  %

  



 


Notwithstanding the foregoing, the Compensation and
Benefits Committee of the Board (“CBC”) or its duly appointed delegate, is
authorized to accelerate the vesting schedule applicable to such
nondiscriminatory Participant group(s) as the CBC or its delegate shall
deem appropriate in its discretion.


 


(b)           Upon termination of employment for
any reason other than Retirement, Disability or death, the non-vested amounts
allocated to a Participant’s Account shall be treated and disposed of as
follows:


 


(i)            Cash-out of Certain
Participants.  If the value of the vested
portion of such Participant’s Account does not exceed $1,000, the Participant
shall receive a single lump sum distribution of the entire vested portion of
such Account and the portion which is not vested shall be treated as a
forfeiture at the time the distribution is made to the Participant.  Forfeited amounts shall be used to reduce
Company contributions under the allocation provisions of Article 4 in the
following order:  (A) Variable Match
Contributions, (B) Fixed Match Contributions, and (C) Company Stock
Contributions.  For purposes of this
Section, if the value of the vested portion of a Participant’s Account is zero
(0), the Participant shall be deemed to have received a distribution of such
vested Account.  Under no circumstances
shall a distribution which occurs pursuant to this Section occur later
than the close of the second Plan Year following the Plan Year in which the
Eligible Employee’s Termination Date occurs.


 


(ii)           Participants who Elect to Receive Distributions.  If such Participant elects to receive a
distribution, in accordance with Article Eight, of the value of the vested
portion of his or her Account derived from all contributions, the portion which
is not vested shall be treated as a forfeiture at the time the distribution is
made to the Participant.  Forfeited
amounts shall be used to reduce Company contributions under 


 


39





















 


the allocation
provisions of Article 4 in the following order:  (A) Variable Match Contributions, (B) Fixed
Match Contributions, and (C) Company Stock Contributions.


 


(iii)          If such Participant resumes employment covered under this Plan
before incurring a Termination Period of five (5) consecutive years or
more, the amount of forfeiture shall be restored to the Participant’s Account
upon resumption of covered employment by the Participant as soon as administratively
practicable.  Restoration of forfeitures
hereunder shall come first from any unallocated forfeiture amounts and,
secondly, from Company Contributions.


 


(iv)          Participants Who Do Not Receive Distributions.  If such Participant does not receive a distribution,
the value of the portion of the Participant’s Account which is non-vested will
remain in the Account of the Participant until such time as the Participant has
incurred a Termination Period consisting of five (5) consecutive one year
periods, at which time the non-vested portion will be forfeited and used to
reduce Company contributions under the allocation provisions of Article 4
in the following order:  (A) Variable
Match Contributions, (B) Fixed Match Contributions, and (C) Company
Stock Contributions.


 


(v)           If the forfeited portion of a Participant’s Account is restored as
provided in Section 7.3(b)(iii), the amount allocated to a Participant’s
Account which is attributable to Company Profit Sharing Contributions made
prior to such Participant’s Termination Period shall become vested in the
Participant in accordance with the provisions of Section 7.3(a).


 


7.4          Vesting After Transfer


 


Notwithstanding
any other provision of the Plan, in the case of a Participant whose interest in
the Trust Fund includes a non-vested allocated interest in assets transferred
or merged to the Plan pursuant to Section 14.4, such Participant shall
become vested in such non-vested amount on the earlier of (a) the date
such Participant would have become vested in such amount under the terms of the
plan from which such assets were transferred, had service with the
Participating Company been credited under such plan, or (b) the date such
Participant would become vested in such amount under the terms of this Plan.


 


7.5          Top Heavy Minimum Vesting Schedule


 


Notwithstanding
the vesting schedule set forth in Section 7.3, in the event the Plan is a
Top Heavy Plan as defined in Article Fifteen for a Plan Year, the vested
portion of a Participant’s Company Profit Sharing Contribution Account shall be
the greater of the schedule set forth in the above provisions of Article 7
hereof or as determined in accordance with the following table:


 


	
  Years of Service

  	
   

  	
  Vested Percentage

  	
   

  
	
  Less than three (3)

  	
   

  	
  0

  	
  %

  
	
  Three (3) or more

  	
   

  	
  100

  	
  %

  



 


40
















 


In addition, the
vested portion of a Participant’s other Company contributions shall be the
greater of the schedule set forth in the above provisions of Article 7
hereof or as determined in accordance with the following table:


 


	
  Years of Service

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Less
  than two

  	
   

  	
  0

  	
   

  
	
  At
  least two but less than three

  	
   

  	
  20

  	
   

  
	
  At
  least three but less than four

  	
   

  	
  40

  	
   

  
	
  At
  least four but less than five

  	
   

  	
  60

  	
   

  
	
  At
  least five but less than six

  	
   

  	
  80

  	
   

  
	
  Six
  or more

  	
   

  	
  100

  	
   

  



 


If the Plan ceases
to be a Top Heavy Plan for a Plan Year, the vested portion of a Participant’s
Company contributions will be determined solely by reference to the vesting
schedule set forth in the above provisions of Article 7 hereof, except
that any vesting which occurs while the Plan is a Top Heavy Plan will not be
cut back.  However, if the Plan’s vesting
schedule is amended or the Plan is amended in any way that directly or
indirectly affects the computation of Participant’s non-vested percentage, or
if the Plan is deemed amended by an automatic change to or from a top heavy
vesting schedule, each Participant with at least three (3) Years of
Service under the provisions set forth herein may elect within a reasonable
period after the adoption of the amendment of change to have his or her vested
percentage computed under the Plan without regard to such amendment or
change.  The period during which the
election may be made shall commence with the date the amendment is adopted or
deemed to be made and shall end on the latest of:  (a) sixty (60) days after the amendment
is adopted; (b) sixty (60) days after the amendment becomes effective; or (c) sixty
(60) days after the Participant is issued written notice of the amendment by
the Company.


 


7.6                               Termination of Plan


 


Notwithstanding
any provision of the Plan to the contrary, if the Plan is terminated or if
contributions to the Plan are completely discontinued for a prolonged period,
all Accounts shall become or continue to be one hundred percent (100%)
vested.  The Trust shall be valued as of
the date of such termination or discontinuation and, after crediting any
increase or charging any decrease to all Accounts then existing in the manner
provided in Article Six, the Trustee shall hold or distribute the full
amount then credited to each Account as provided in Article Eight.


 


ARTICLE 8

DISTRIBUTION OF BENEFITS


 


8.1                               Distribution Options Upon Retirement or Disability


 


In addition to the
withdrawal provisions of Article 9, if a person ceases to be an active
Participant by reason of his or her Retirement or Disability under the
conditions described 


 


41

















 


in Section 7.2, the
Administration Committee shall direct the Trustee to value his or her interest
in the Trust Fund as of the Valuation Date coincident with or next following
such event, in the following way:


 


Lump Sum
Distribution.  The payment on such date,
as is determined by the Administration Committee, of the value of such interest
to such former Participant in a single distribution consisting of (a) cash,
or (b) mutual fund shares held under a brokerage investment option (if
permitted by the mutual fund and such brokerage investment option), or (c) common
shares of the Company or American Express Company, or (d) any combination
of the foregoing in such proportions as the Participant may designate, provided
that fractional common shares shall always be paid in cash and that, in the
absence of a Participant’s designation, such payment shall be made only in
cash.  All distributions shall be made in
a single lump sum payment.


 


8.2                               Commencement of Distributions


 


Subject to Section 8.7, Participants, alternate
payees and beneficiaries shall be entitled to elect payment of benefits under
the Plan no later than the sixtieth (60th) day after the latest of
the end of the Plan Year in which occurs:


 


(a)                                  the
earlier of his or her Retirement or the date he or she attains age sixty-five
(65);


 


(b)                                 the
tenth (10th) anniversary of the date he or she commenced
participation in the Plan; or


 


(c)                                  the
date he or she separates from active service as an employee.


 


Notwithstanding
any other provision of the Plan with respect to the time for making a
distribution under the Plan, if an individual ceases to be an active
Participant, and he or she does not elect a distribution, distribution of such
Participant’s entire Account shall automatically be made at his or her required
beginning date as defined in Section 8.7.


 


8.3                               Distribution at Death


 


If a person ceases
to be a Participant by reason of his or her death or if the Trustee holds any
unpaid balance of the amount due a former Participant pursuant to Section 8.1
at the death of such former Participant, the Administration Committee shall
direct the Trustee to pay such amount or the unpaid balance thereof, determined
as of the date of distribution, net any loss or gain, as the case may be, to
the Participant’s designated beneficiary, as described in Article Eleven.  Payment shall be made in the form of a lump
sum, and must be made no later than the date required under Section 8.7
or, if earlier, the latest date to which the Participant could have deferred
distribution if living.


 


8.4                               Distribution Upon Termination of Employment


 


A Participant will
not be deemed to have terminated employment for purposes of receiving a
distribution hereunder unless such Participant has terminated employment with
all Affiliated Companies.  Unless a
spin-off of Plan assets and liabilities in accordance with Section 414(l) of
the Code occurs with respect to such transaction, if a Participating Company
exits from 


 


42

















 


a controlled group of corporations
as defined in Section 2.6, a Participant employed with such Participating
Company shall be considered to have terminated employment for purposes of
receiving a distribution.  Distribution
upon termination shall be made in a single lump sum payment.


 


8.5                               Commencement of Distribution Upon Termination of Employment


 


If a person ceases
to be an active Participant in the Plan in accordance with Section 8.4 and
is terminated for any reason other than one of those described in Section 8.1
or 8.3, the amount payable to him or her shall be determined by valuing his or
her interest in the Trust Fund as of the Valuation Date coincident with or next
following the day on which termination of active participation occurred and by
applying the vesting and forfeiture provisions of Article Seven.  The amount of the distribution shall be
determined by valuing his or her interest in the Trust Fund as of the Valuation
Date coincident with or next following the payment date and shall be paid to
the Participant in a form consisting of (a) cash, or (b) mutual fund
shares held under a brokerage investment option (if permitted by the mutual
fund and such brokerage investment option), or (c) common shares of the
Company or American Express Company, or (d) any combination of the
foregoing in such proportions as the Participant may designate, provided that
fractional common shares shall always be paid in cash and that, in the absence
of the Participant’s designation, such distribution shall consist only of cash.


 


Subject to Section 8.7,
such distribution may be made following the date of termination of active
participation in the Plan as elected by the Participant; provided, however,
that if the vested portion of the amount credited to such Participant’s account
exceeds $1,000 as of such Valuation Date, and if such Participant has not
otherwise elected in writing to have such distribution made following the date
of termination of active participation in the Plan, (a) distribution shall
be on the date the Participant attains his or her required beginning date (as
defined in Section 8.7) or as soon thereafter as is administratively
feasible, but no later than sixty (60) days following the Plan Year in which
the Participant attains his or her required beginning date (as defined in Section 8.7);
and (b) pending such distribution, the former Participant’s Account balance
will not be available for Plan loans.


 


In the event that
the former Participant should die following termination of participation prior
to payment under this Section 8.5, the Administration Committee shall pay
or apply such amount to or for the benefit of the former Participant’s
beneficiary as provided in Sections 8.3 and 8.7.


 


8.6                               Election of Form of Payment


 


The Administration
Committee shall cause a distribution pursuant to Sections 8.1, 8.3 or 8.4 to be
made in a lump sum pursuant to Section 8.1.


 


8.7                               Required
Commencement of Distributions


 


This Section sets forth certain rules which
apply to all distributions from the Plan. 
Other provisions of this Plan establish additional rules with which
specified distributions must comply.  In
the event of any conflict between rules set forth in this Plan, making
compliance 


 


43

















 


with both rules impossible, the rule shall control which
requires the earliest distribution(s) to be made from the Plan.


 


(a)                                  All
distributions required under this Section will be determined and made in
accordance with the Treasury Regulations under Section 401(a)(9) of
the Code.  However, nothing in this Plan shall be
construed as revoking any election made by a Participant before January 1,
1984, under Section 242(b)(2) of the Tax Equity and Fiscal
Responsibility Act of 1982 (“TEFRA”) as to the timing or method of
distributions, except any such election shall not be effective unless the
spouse of such person consents in writing to such method or beneficiary in any
circumstance where such spousal consent is necessary.  Any such consent must satisfy the
requirements set forth in Section 11.1 hereof.  Accordingly, notwithstanding the other
provisions of this Plan, distributions may be made under a designation made
before January 1, 1984, in accordance with TEFRA and related provisions of
the Plan.


 


(b)                                 The
Participant’s entire interest will be distributed, or begin to be distributed,
to the Participant no later than the Participant’s required beginning date (as
defined herein).


 


(c)                                  If
the Participant dies before distributions begin, the Participant’s entire
interest will be distributed, or begin to be distributed, no later than as
follows:


 


(i)                                     If
the Participant’s surviving spouse is the Participant’s sole designated
beneficiary, then distributions to the surviving spouse will begin by December 31
of the calendar year immediately following the calendar year in which the
Participant died, or by December 31 of the calendar year in which the
Participant would have attained age seventy and one-half (701/2),
if later.


 


(ii)                                  If
the Participant’s surviving spouse is not the Participant’s sole designated
beneficiary, then distributions to the designated beneficiary will begin by December 31
of the calendar year immediately following the calendar year in which the
Participant died.


 


(iii)                               If there
is no designated beneficiary as of September 30 of the year following the
year of the Participant’s death, the Participant’s entire interest will be
distributed by December 31 of the calendar year containing the fifth
anniversary of the Participant’s death.


 


(iv)                              If
the Participant’s surviving spouse is the Participant’s sole designated
beneficiary and the surviving spouse dies after the Participant but before
distributions to the surviving spouse begin, this Section 8.7(c), other
than Section 8.7(c)(i), will apply as if the surviving spouse were the
Participant.


 


(v)                                 If
a Participant or designated beneficiary so elects, distribution to the
designated beneficiary will not be required to begin by December 31 of the
calendar year immediately following the calendar year in which the Participant
dies, but in that event the Participant’s entire interest must be distributed
to the designated beneficiary by December 31 of the calendar year
containing the fifth anniversary of the Participant’s death.  The election must be made no later than September 30
of the calendar year 


 


44





















 


following the calendar year of death.  Failure to request a distribution by September 30
of the calendar year following the calendar year of death will be deemed an
election to have this rule apply.


 


For purposes of this Section 8.7(c) and Section 8.7(f),
unless Section 8.7(c)(iv) applies, distributions are considered to
begin on the Participant’s required beginning date.  If Section 8.7(c)(iv) applies,
distributions are considered to begin on the date distributions are required to
begin to the surviving spouse under Section 8.7(c)(i).  If distributions under an annuity purchased
from an insurance company irrevocably commence to the Participant before the
Participant’s required beginning date (or to the Participant’s surviving spouse
before the date distributions are required to begin to the surviving spouse
under Section 8.7(c)(i)), the date distributions are considered to begin
is the date distributions actually commence.


 


(d)                                 Unless
the Participant’s interest is distributed in the form of an annuity purchased
from an insurance company or in a single sum on or before the required
beginning date, as of the first distribution calendar year distributions will
be made in accordance with Sections 8.7(e) and (f).  If the Participant’s interest is distributed
in the form of an annuity purchased from an insurance company, distributions
thereunder will be made in accordance with the requirements of Section 401(a)(9) of
the Code and the Treasury Regulations.


 


(e)                                  During
the Participant’s lifetime, the minimum amount that will be distributed for
each distribution calendar year is the quotient obtained by dividing the
Participant’s Account balance by the distribution period in the Uniform
Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury
Regulations, using the Participant’s age as of the Participant’s birthday in
the distribution calendar year. 
Notwithstanding the foregoing, if the Participant’s sole designated
beneficiary for the distribution calendar year is the Participant’s spouse, the
minimum amount will be the lesser of the quotient obtained under the previous
sentence and the quotient obtained by dividing the Participant’s Account balance
by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9
of the Treasury Regulations, using the Participant’s and spouse’s attained ages
as of the Participant’s and spouse’s birthdays in the distribution calendar
year.  Required minimum distributions
will be determined under this Section 8.7(e) beginning with the first
distribution calendar year and up to and including the distribution calendar
year that includes the Participant’s date of death.


 


(f)                                    After
a Participant’s death, distributions will be determined as follows:


 


(i)                                     If
the Participant dies on or after the date distributions begin, distributions
will be determined as follows:


 


(a)                                  If
there is a designated beneficiary, the minimum amount that will be distributed
for each distribution calendar year after the year of the Participant’s death
is the quotient obtained by dividing the Participant’s Account balance by the
longer of the remaining life expectancy of the Participant or the remaining
life expectancy of the Participant’s designated beneficiary, determined as
follows:


 


45





















 


(1)                                  The
Participant’s remaining life expectancy is calculated using the age of the
Participant in the year of death, reduced by one for each subsequent year.


 


(2)                                  If
the Participant’s surviving spouse is the Participant’s sole designated
beneficiary, the remaining life expectancy of the surviving spouse is
calculated for each distribution calendar year after the year of the
Participant’s death using the surviving spouse’s age as of the spouse’s
birthday in that year.  For distribution
calendar years after the year of the surviving spouse’s death, the remaining
life expectancy of the surviving spouse is calculated using the age of the
surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s
death, reduced by one for each subsequent calendar year.


 


(3)                                  If
the Participant’s surviving spouse is not the Participant’s sole designated
beneficiary, the designated beneficiary’s remaining life expectancy is
calculated using the age of the beneficiary in the year following the year of
the Participant’s death, reduced by one for each subsequent year.


 


(b)                                 If
there is no designated beneficiary as of September 30 of the year after
the year of the Participant’s death, the minimum amount that will be
distributed for each distribution calendar year after the year of the
Participant’s death is the quotient obtained by dividing the Participant’s
Account balance by the Participant’s remaining life expectancy calculated using
the age of the Participant in the year of death, reduced by one for each
subsequent year.


 


(ii)                                  If
the Participant dies before the date distributions begin and there is a
designated beneficiary, the minimum amount that will be distributed for each
distribution calendar year after the year of the Participant’s death is the
quotient obtained by dividing the Participant’s Account balance by the
remaining life expectancy of the Participant’s designated beneficiary,
determined as provided in Section 8.7(f)(i).  If the Participant dies before the date
distributions begin and there is no designated beneficiary as of September 30
of the year following the year of the Participant’s death, distribution of the
Participant’s entire interest will be completed by December 31 of the
calendar year containing the fifth anniversary of the Participant’s death.  If the Participant dies before the date
distributions begin, the Participant’s surviving spouse is the Participant’s
sole designated beneficiary, and the surviving spouse dies before distributions
are required to begin to the surviving spouse under Section 8.7(c)(i),
this Section 8.7(f)(ii) will apply as if the surviving spouse were
the Participant.


 


(g)                                 For
purposes of this Section 8.7, the following definitions will apply:


 


(i)                                     A
“designated
beneficiary” is the
individual who is designated as the beneficiary under Section 11.1 of the
Plan and is the designated beneficiary under Section 401(a)(9) of the
Code and Section 1.401(a)(9)-4, Q&A-4, of the Treasury Regulations.


 


46





















 


(ii)                                  A
“distribution calendar
year” is a calendar
year for which a minimum distribution is required.  For distributions beginning before the
Participant’s death, the first distribution calendar year is the calendar year
immediately preceding the calendar year which contains the Participant’s
required beginning date.  For
distributions beginning after the Participant’s death, the first distribution
calendar year is the calendar year in which distributions are required to begin
under Section 8.7(c).  The required
minimum distribution for the Participant’s first distribution calendar year
will be made on or before the Participant’s required beginning date.  The required minimum distribution for other
distribution calendar years, including the required minimum distribution for
the distribution calendar year in which the Participant’s required beginning
date occurs, will be made on or before December 31 of that distribution
calendar year.


 


(iii)                               “Life expectancy” means the life expectancy
computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the
Treasury Regulations.


 


(iv)                              “Participant’s Account
balance” means the
Account balance as of the last Valuation Date in the calendar year immediately
preceding the distribution calendar year (valuation calendar year) increased by
the amount of any contributions made and allocated or forfeitures allocated to
the Account balance as of dates in the valuation calendar year after the Valuation
Date and decreased by distributions made in the valuation calendar year after
the Valuation Date.  The Account balance
for the valuation calendar year includes any amounts rolled over or transferred
to the plan either in the valuation calendar year or in the distribution
calendar year if distributed or transferred in the valuation calendar year.


 


(v)                                 “Required beginning date” means April 1 of the
calendar year following the later of (a) the calendar year in which the
Participant attains age seventy and one-half (701/2)
or (b) the calendar year in which the Participant retires, except that
subclause (b) shall not apply, in the case of an Eligible Employee who is
a five percent (5%) owner (as defined in Code Section 416) with respect to
the Plan Year ending in the calendar year in which the Eligible Employee
attains age seventy and one-half (701/2).


 


8.8                               Missing Persons/Outstanding Checks


 


If, prior to the issuance of a check and after
reasonable efforts to locate a missing Participant, alternate payee, or his or
her beneficiary, the Administration Committee is unable to locate the
Participant, alternate payee, or beneficiary, then the distributable amount
will be held in the Plan until the Participant, alternate payee or beneficiary
is located.


 


If a check has been issued and is outstanding for more
than one hundred eighty (180) days and the Administration Committee has been
unable to locate the endorsee after reasonable efforts have been made to do so,
then the amount of the check will be treated, unless otherwise directed
differently by the Administration Committee, as a forfeiture under the Plan.


 


If a Participant, alternate payee, or beneficiary is
located subsequent to the forfeiture of the account, the benefit will be
reinstated without any investment gains or losses from the date of the
forfeiture. The reinstatement will not be treated as an annual addition under Section 415
of the Code.  If the Plan is joined as a
party to escheat proceedings involving a 


 


47

















 


forfeited amount, the Plan will comply with the final judgment as if it
were a claim filed by the former Participant, alternate payee, or beneficiary
and will make payment in accordance with the judgment.


 


If the Plan does not have a forfeiture account, one
shall be established.  At the end of each
Plan Year any forfeiture account established under this Section shall at
the direction of the Administration Committee be used to pay Plan expenses or
reduce Company contributions, unless otherwise directed by the Administration
Committee.


 


8.9                               Rules Relating to Eligible Rollover Distributions


 


(a)                                  General Rule.  If a “distributee” of any “eligible rollover
distribution” elects to have such eligible rollover distribution paid directly
to an “eligible retirement plan,” and specifies the eligible retirement plan to
which such eligible rollover distribution is to be paid (in such form and at
such time as the Administration Committee may prescribe) such eligible rollover
distribution shall be made in the form of a “direct rollover” to the eligible
retirement plan so specified by the distributee.


 


(b)                                 Definitions.


 


(i)                                     “Distributee” means the
Participant, the Participant’s surviving spouse or an alternate payee who is
the spouse or former spouse of the Participant.


 


(ii)                                  “Eligible rollover distribution”
means any distribution of all or any portion of the balance to the credit of an
distributee in a qualified plan; provided, however, that an eligible rollover
distribution does not include:


 


(a)                                  any distribution that is one of a
series of substantially equal periodic payments (not less frequently than
annually) made over any one of the following periods:  the life of the distributee (or the joint
lives of the distributee and the distributee’s designated beneficiary), the
life expectancy of the distributee (or the joint and last survivor expectancy
of the distributee and the distributee’s designated beneficiary), or a
specified period of ten (10) years or more;


 


(b)                                 any distribution to the extent such
distribution is required under Code Section 401(a)(9), relating to minimum
distribution requirements;


 


(c)                                  the portion of any distribution
that is not includable in income (determined without regard to the exclusion
for net unrealized appreciation described in Code Section 402(e)(4));


 


(d)                                 returns of Code Section 401(k) elective
deferrals that are returned as a result of the Code Section 415
limitations;


 


(e)                                  corrective distributions of excess
contributions and excess deferrals under qualified cash or deferred arrangements
and corrective distributions of excess aggregate contributions together with
the income allocable to these corrective distributions;


 


48





















 


(f)                                    loans treated as distributions
under Code Section 72(p) and not exempted by Section 72(p)(2);


 


(g)                                 loans in default that are deemed
distributions;


 


(h)                                 dividends paid on employer
securities as described in Code Section 404(k);


 


(i)                                     the cost of life insurance coverage
(P.S. 58 costs);or


 


(j)                                     any distribution made after December 31,
2001, which is made upon hardship of the employee.


 


(iii)                               “Eligible retirement plan” means an
individual retirement account described in Section 408(a) of the
Code, an individual retirement annuity (other than an endowment contract)
described in Section 408(b) of the Code, an eligible plan under Section 457(b) of
the Code which is maintained by a state, political subdivision of a state, or
any agency or instrumentality of a state or political subdivision of a state
and which agrees to separately account for amounts transferred into such plan
from this Plan, a qualified defined contribution retirement plan that accepts
rollover distributions, or an annuity plan described in Section 403(a) and
403(b) of the Code that accepts rollover distributions.  “Eligible retirement plan” shall also apply
in the case of a distribution to a surviving spouse, or to a spouse or former
spouse who is the alternate payee under a Qualified Domestic Relations Order,
as defined in Section 414(p) of the Code. Notwithstanding the
foregoing, effective January 1, 2008, an “Eligible retirement plan” shall
also include a Roth individual retirement account described in Section 408A
of the Code in accordance with the provisions of the Pension Protection Act of
2006.


 


(iv)                              “Direct rollover” means an eligible
rollover distribution that is paid directly to an eligible retirement plan for
the benefit of the distributee.


 


(v)                                       Notwithstanding the above, a
portion of a distribution shall not fail to be an eligible rollover
distribution merely because the portion consists of after-tax employee
contributions which are not includible in gross income.  Such portion may be transferred only to an
individual retirement account or annuity described in Section 408(a) or
(b) of the Code, or to a qualified defined contribution plan described in Section 401(a) or
403(a) of the Code that agrees to separately account for amounts so
transferred, including separately accounting for the portion of such
distribution which is includible in gross income and the portion of such
distribution which is not so includible. 
Provided, however, that effective for taxable years beginning after December 31,
2006, the portion of any distribution attributable to Voluntary Contributions
(and the earnings thereon) shall qualify as an eligible rollover distribution
in accordance with the provisions of the Pension Protection Act of 2006.


 


(vi)                              Effective for distributions made
from the Plan on or after January 1, 2007, the designated beneficiary (who
is not the surviving spouse of the Participant) of a deceased Participant may
elect, at the time and in the manner prescribed by the Administration
Committee, to have any portion of the death benefit payable to him or her 


 


49





















 


paid directly to
an individual retirement account described in Section 408(a) of the
Code or an individual retirement annuity described in Section 408(b) of
the Code established for the purposes of receiving the distribution on behalf
of the designated beneficiary in accordance with the provisions of the Pension
Protection Act of 2006.


 


8.10                        Distributions Under Qualified Domestic Relations Orders


 


The Plan
specifically permits distribution to an alternate payee under a qualified
domestic relations order at any time, irrespective of whether the Participant
has attained his or her earliest retirement age under the Plan.


 


Distribution to an
alternate payee shall be made in a lump sum in cash; provided, however, an
alternate payee may elect to receive such payment in kind or a combination of
cash and in kind, to the extent allowed under the investment option.  Such election and payment shall be made in
accordance with the provisions of Article Eight.  A distribution to an alternate payee prior to
the Participant’s attainment of earliest retirement age is available only
if:  (a) the order authorizes
distribution at that time; (b) if the present value of the alternate payee’s
benefits under the Plan exceeds $1,000 and the order requires such consent, the
alternate payee consents to any distribution occurring prior to the Participant’s
attainment of earliest retirement age. 
Nothing in this Section permits a Participant a right to receive
distribution at a time otherwise not permitted under the Plan.  For the purposes of this Section, “alternate
payee,” “qualified domestic relations order,” and “earliest retirement age”
shall have the meanings set forth under Section 414(p) of the Code.


 


ARTICLE 9

WITHDRAWALS AND LOANS


 


9.1                               Withdrawals of Voluntary Contributions


 


Upon written
notice (or such other form of notice as may be approved by the Administration
Committee) to the Administration Committee (which notice shall be irrevocable),
a Participant shall be entitled to withdraw in cash, as of the Valuation Date
following receipt of such notice, all or part of that portion of his or her
Account under the Plan as of such Valuation Date attributable to his or her
Voluntary Contributions as provided below in this Section 9.1.  In no event shall any such withdrawal be
permitted more than once in any Plan Year, or in an amount which is less than
$100.  Such withdrawal shall be deemed to
have been made first, from the Participant’s After-Tax Rollover Contributions,
as determined under Section 9.1(a); second, from the Participant’s pre-1987
Voluntary Contributions, as determined under Section 9.1(b); third, from
the Participant’s post-1986 Voluntary Contributions and the earnings
attributable thereto as determined under Section 9.1(c), and fourth, from
the earnings on the Participant’s pre-1987 Voluntary Contributions as
determined under Section 9.1(d).


 


(a)                                  Withdrawal of After-Tax Rollover
Contributions.  A Participant shall be
entitled to withdraw all or part of an amount credited to his or her After-Tax
Rollover Contribution Account.


 


(b)                                 Withdrawal of Pre-1987 Eligible
Employee Contributions.  A Participant
shall be entitled to withdraw all or part of an amount credited to his or her
Account under the 


 


50





















 


Plan attributable to his or her pre-1987
Voluntary Contributions, which shall not exceed the lesser of:  (i) the aggregate dollar amount of his
or her pre-1987 Voluntary Contributions, reduced by any portion thereof
previously withdrawn by him, or (ii) the fair market value of that portion
of his or her account under the Plan then attributable to his or her pre-1987
Voluntary Contributions.  No withdrawal
shall be made under this Section 9.1(b) unless the total amount
available for withdrawal under Section 9.1(a) has been previously
withdrawn or is to be currently withdrawn.


 


(c)                                  Withdrawal of Post-1986 Voluntary
Contributions and the Earnings Attributable Thereto.  A Participant shall be entitled to withdraw
all or part of an amount credited to his or her Account under the Plan
attributable to his or her post-1986 Voluntary Contributions and the earnings
attributable thereto, which shall not exceed the lesser of:  (i) The aggregate dollar amount of his
or her post-1986 Voluntary Contributions and the earnings and attributable
thereto, reduced by any portion such contributions previously withdrawn by him,
or (ii) the fair market value of that portion of his or her Account under
the Plan then attributable to his or her post-1986 Voluntary Contributions and
the earnings attributable thereto.  No
withdrawal shall be made under this Section 9.1(c) unless the total
amount available for withdrawal under Section 9.1(a) and 9.1(b),
respectively, have been previously withdrawn or is to be currently withdrawn.


 


(d)                                 Withdrawal of the Earnings
Attributable to Pre-1987 Voluntary Contributions.  A Participant shall be entitled to withdraw
all or part of an amount credited to his or her Account under the Plan
attributable to earnings on his or her pre-1987 Voluntary Contributions,
subject to the following:  No withdrawal
shall be made under this Section 9.1(d), unless the total amount available
for withdrawal under Section 9.1(a) and 9.1(b) and 9.1(c),
respectively, have been previously withdrawn or are to be currently withdrawn.


 


9.2                               Withdrawals of Unrestricted Matching Contributions Allocated Under
Prior AMEX Plan On or Before June 30, 1994


 


Any person who has
been a Participant in the Plan for at least sixty (60) months and who received
an allocation of Unrestricted Matching Contributions under the Prior AMEX Plan,
shall be entitled, to withdraw in cash as of any Valuation Date, his or her
vested interest in the Trust Fund which is attributable to such Unrestricted
Matching Contributions allocated on or before June 30, 1994.  Such withdrawal shall not occur more than
once in any Plan Year, or in an amount which is less than $100.  Such distribution shall not exceed the lesser
of:  (a) the aggregate dollar amount
of his or her vested interest in the Trust Fund which is attributable to such
Unrestricted Matching Contributions allocated to his or her Unrestricted
Matching Contribution Account on or before June 30, 1994, reduced by any
portion thereof previously withdrawn by him or her, or (b) the fair market
value of that portion of his or her Account under the Plan then attributable to
his or her vested interest in the Trust Fund which is attributable to such
matching contributions allocated to his or her Unrestricted Matching
Contribution Account on or before June 30, 1994.


 


9.3                               Withdrawals
of Rollover Contributions, Company Profit Sharing Contributions, Elective
Contributions, Roth 401(k) Contributions, Roth Catch-up Contributions,
After-Tax Rollover Contributions, Company Stock


 


51
















 


Contributions, Company Stock (Pre-07) Contributions, Fixed Match
Contributions, and Variable Match Contributions


 


In no event shall
any withdrawal under this Section 9.3 occur more than once in any Plan
Year, or be permitted in an amount which is less than $100.


 


(a)                                  Age 591/2 Withdrawals. 
Upon furnishing the Administration Committee proof of the attainment of
age fifty-nine and one-half (591/2), a Participant shall be entitled at any time, but not more often
than once in any Plan Year, to withdraw, as of any Valuation Date, all or any
part of the vested portion of his or her Accounts attributable to the following
contribution Accounts in the following hierarchical order:  (i) Rollover Contribution Account, (ii) Unrestricted
Matching Contribution Account, (iii) Restricted Matching Contribution
Account, (iv) Service-Related Contribution Account, (v) Company
Matching (Pre-07) Contribution Account for Company Matching (Pre-07)
Contributions attributable to Elective Contributions and Catch-up Contributions
for periods prior to January 1, 2007, (vi) Fixed Match Contribution
Account, (vii) Company Profit Sharing Contribution Account, (viii) Variable
Match Contribution Account, (ix) Company Stock (Pre-07) Contribution
Account, (x) Company Stock Contributions, (xi) SOP Transfer Account,
(xii) Elective Contribution Account including Catch-up Contributions,
(xiii) After-Tax Rollover Contribution Account, (xiv) Pre-1987 Voluntary
Contribution Account, and (xv) Post-1986 Voluntary Contribution Account.  In addition, upon furnishing the
Administration Committee proof of the attainment of age fifty-nine and one-half
(591/2), a Participant shall be entitled at any time, but not more often
than once in any Plan Year, to withdraw, as of any Valuation Date, all or any
part of his or her Roth 401(k) Contribution Account (including Roth
Catch-up Contributions).  Amounts
withdrawn pursuant to this Section shall be paid in a single distribution
consisting of (a) cash, or (b) common shares of the Company or
American Express Company, or (c) any combination of the foregoing in such
proportions as the Participant may designate, provided that fractional common
shares shall always be paid in cash and that, in the absence of a Participant’s
designation, such payment shall be made only in cash.


 


(b)                                 Hardship Withdrawals.  A Participant may apply to the Administration
Committee on the basis of hardship to withdraw as of any Valuation Date, in
cash, all or a portion of the vested portion of his or her Account attributable
to contributions in the following hierarchical order:  (i) Rollover Contribution Account, (ii) Restricted
Matching Contributions, (iii) Service-Related Contributions, (iv) Company
Matching (Pre-07) Contribution Account for Company Matching (Pre-07)
Contributions attributable to Elective Contributions and Catch-up Contributions
for periods prior to January 1, 2007, (v) Fixed Match Contribution
Account, (vi) Company Profit Sharing Contribution Account, (vii) Variable
Match Contribution Account, (viii)  Company Stock Contributions, (ix) SOP
Transfer Account, and (x) Elective Contributions (excluding earnings
attributable thereto for periods after December 31, 1988).  The Administration Committee shall approve
such application only to relieve an immediate and heavy financial need of the
Participant (including his or her spouse, domestic partner, or any dependent),
not in excess of the amount required to relieve such financial need, and only
if; and to the extent, such need cannot be satisfied from other resources
reasonably available to him or her (including assets of his or her spouse,
domestic partner, and minor children reasonably available to him or her).  The amount of such an immediate and heavy
financial need may include any amounts necessary to pay any federal, state,
local or foreign income taxes or other taxes or penalties or interest
reasonably anticipated to result from the withdrawal.  For purposes 


 


52





















 


of this Section 9.3, domestic
partner shall mean an individual who has resided with Participant continuously
for at least six months in a sole-partner relationship that is intended to be
permanent, is unmarried and not related to Participant by blood, and at least
18 years of age.


 


(i)                                     In making a determination whether
to approve any such application, the Administration Committee may require the
Participant to submit such proof as to the existence of such financial need as
the Administration Committee shall deem necessary or advisable.  For purposes of this Section, an immediate
and heavy financial need may include:  (a) unreimbursed
medical expenses of the Participant or the Participant’s immediate family (by
blood, marriage or adoption) or by Participant’s domestic partner; (b) the
purchase of a principal residence (excluding mortgage payments) of the
Participant; (c) rent or mortgage payments needed to prevent the eviction
from or the foreclosure on the mortgage of a principal residence of the
Participant; (d) the tuition and related educational fees, including room
and board, for the next twelve (12) months of post secondary education of the
Participant, spouse, domestic partner, or dependent children; (e) funeral
expenses of members of a Participant’s immediate family (by blood, marriage or
adoption) or by the Participant’s domestic partner; (f) amounts required
to purchase or repair of the car used as the Participant’s primary means of
transportation to and from work, and (g) expenses for the repair of damage
to the Participant’s principal residence that would qualify for the casualty
deduction under Code Section 165 (without regard to whether the loss
exceeds ten percent (10%) of adjusted gross income).


 


(ii)                                  In determining whether a
distribution is necessary to satisfy such financial need, the Administration
Committee reasonably may rely upon the Participant’s representation that the
need cannot be satisfied from other resources reasonably available to him or
her.  For this purpose, the
Administration Committee shall accept the Participant’s representation that
such financial need cannot be relieved (a) through reimbursement or
compensation by insurance or otherwise, (b) by reasonable liquidation of
assets, to the extent such liquidation would not itself cause a financial need,
(c) by cessation of all Elective Contributions and/or Roth 401(k) Contributions
under the Plan, (d) by other distributions (other than on account of
hardship) or nontaxable (at the time of the loan) loans from this Plan and all
other plans maintained by the Company or from any other plan maintained by any
other employer in which the Participant participates, or (e) by borrowing
from commercial sources on reasonable commercial terms, unless the
Administration Committee has actual knowledge to the contrary.  For this purpose, a Participant who
participates in the employee stock ownership plan (the “ESOP”) must elect to
receive a dividend distribution on Company stock under the ESOP to the extent
currently available and such dividend distribution shall be treated as a
distribution under a plan maintained by the Company to the extent such dividend
is currently available to the Participant. 
Hardship withdrawal requests will be approved in accordance with uniform
and nondiscriminatory procedures established by the Administration Committee.


 


(iii)                               No withdrawal shall be made under
this Section 9.3 unless an amount available for withdrawal under Sections
9.1, 9.2 and 9.4 has been previously withdrawn during such Plan Year or is to
be currently withdrawn.


 


53





















 


9.4                               Rollover Contribution Account.


 


Upon written
notice (or such other form of notice as may be approved by the Administration
Committee) to the Administration Committee (which notice shall be irrevocable),
a Participant who was a Participant in the American Express Legacy Savings Plan
and had a Rollover Contribution Account shall be permitted to withdraw in cash,
as of the Valuation Date following receipt of such notice, all or part of that
portion of such Rollover Contribution Account under the Plan, but no more than
once in any Plan Year.


 


9.5                               Timing of Payment


 


Unless otherwise
required by applicable law, any withdrawal under this Article Nine shall
be paid to the Participant as soon as practicable following approval of the
Participant’s written request by the Administration Committee.


 


9.6                               Loans


 


The Committee has
the power to establish, interpret and administer a uniform and
nondiscriminatory loan program which the Trustee must observe in making loans,
if any, to active Participants and other parties in interest.  Such individuals shall be eligible for loans
pursuant to such uniform and nondiscriminatory loan program.  Such loan program shall be evidenced by a
written document separate from the Plan and Trust and shall include:  (a) the identity of the person or
positions authorized to administer the loan program; (b) a procedure for
applying for the loan; (c) the criteria for approving or denying a loan; (d) the
limitations, if any, on the types and amounts of loans available; (e) the
procedure for determining a reasonable rate of interest; (f) the types of
collateral, if any, which may secure the loan; (g) the Accounts from which
loans can be taken and the hierarchical order in which amounts will be taken
from each Account; and (h) the events constituting default and the steps
the Plan will take to preserve Plan assets in the event of default.


 


ARTICLE 10

ADMINISTRATION; ALLOCATION OF FIDUCIARY RESPONSIBILITIES


 


10.1                        Named Fiduciaries


 


Each of the
Administration Committee and the Investment Committee is a “named fiduciary”
under the Plan.  The Administration
Committee shall consist of the individuals holding the following job titles (or
the successors thereto): (i) Vice President, Compensation &
Benefits; (ii) senior
most Human Resources Generalist; (iii) Vice President, Investment
Accounting; (iv) Vice President, Finance; and (v) senior most Client
Service Organization executive.  The Investment Committee
shall consist of the individuals holding the following job titles (or the
successors thereto): (i) Senior Vice President, Cross-Sell/Strategic
Management; (ii) Vice
President, International Global Compensation & Benefits; (iii) Senior
Vice President, LFO-Finance; (iv) Vice President One Account and Cash; and
(v) Vice President of Insurance Products.


 


The Administration
Committee shall discharge the duties and responsibilities and shall have the
authority specified in the Plan or Trust Agreement.  The Investment Committee shall discharge the
duties and responsibilities and shall have the authority specified in the Plan
or 


 


54

















 


Trust Agreement.  Committee members shall serve without
compensation for such service but shall be entitled to be reimbursed for any
amounts reasonably and necessarily expended by them in the performance of their
duties hereunder.


 


10.2                        Committee Procedures


 


The Administration
Committee and the Investment Committee shall each (a) hold such meetings
as it determines to be necessary or appropriate for the proper performance of
its duties hereunder; (b) elect from its own number a Chairperson; (c) elect
or appoint a Secretary who may, but need not be, a member of the Committee; and
(d) keep such records of its meetings and actions taken as it determines
to be necessary or appropriate in the circumstances.


 


The Administration
Committee and the Investment Committee shall each act by majority vote of a
quorum of its members either at a meeting or in writing; provided, however,
that each Committee may by a vote so taken constitute a subcommittee consisting
of one or more of its members (including a subcommittee of the whole), or may
appoint one or more delegates, with such duties, responsibilities and authority
and operating under such rules as the Committee may specify; provided,
however, such delegate or subcommittee may only further delegate its duties,
responsibilities and authority with the express written consent of the
Committee.  When such subcommittee or
delegate(s) are acting within the scope of the duties, responsibilities
and powers so specified, references to the applicable Committee herein shall
include a reference to such subcommittee or delegate(s).  In all events, Committee members shall be
disqualified from acting upon any matter affecting only themselves.


 


By appropriate
action the Administration Committee and the Investment Committee may each
authorize one or more of its members or its Secretary (or, in the case of the
Administration Committee, any Administrative Delegate) to execute documents on
its behalf, and the Trustee, upon written notification of such authorization,
shall accept and rely upon such documents until notified in writing that such
authorization has been revoked by the Administration Committee or the
Investment Committee, as the case may be.


 


The Administration
Committee and the Investment Committee shall each have the authority to employ
or retain such accounting, legal, medical and clerical services as it may
determine to be necessary or appropriate for the proper discharge of its
functions.


 


10.3                        Duties and Powers of Administration Committee


 


(a)                                  In General.  Without limiting the scope of such other
duties, responsibilities and authority as may elsewhere in the Plan or Trust
Agreement be specified as belonging to it, the Administration Committee shall
have the power, the duty, and the complete and exclusive discretion to:  administer the Plan and to establish such rules and
regulations in connection therewith as it determines to be necessary or
appropriate in the circumstances; conclusively make all determinations necessary
for the administration of the Plan, including without limitation determinations
as to eligibility to participate and eligibility for benefits; construe,
interpret, and supplement the Plan whenever necessary to carry out its intent
and purpose and to facilitate the Plan’s administration; provide for the
bonding of all fiduciaries, Plan officials and other similar persons at least
to the extent required by ERISA; and prepare, file with the appropriate
governmental agency, furnish or make available to appropriate Participants, 


 


55





















 


alternate payees, and
beneficiaries, the various statements, reports, descriptions, registrations and
other documents all as required by ERISA, or cause such filings to be prepared
and made.  In addition, the
Administration Committee shall have the power, the duty, and the complete and
exclusive discretion to appoint one or more independent fiduciaries or other
independent service providers to provide such services and perform such functions
in furtherance of the Administration Committee’s duties and responsibilities
hereunder as the Administration Committee in its discretion determines.  Any such appointed fiduciary or other service
provider shall have such powers and authority (otherwise exercisable by the
Administration Committee), other than the authority to appoint other
fiduciaries, as the Administration Committee determines.


 


(b)                                 Administrative Delegates.  Persons (other than subcommittees of the
Administration Committee) to whom the Administration Committee delegates
duties, responsibilities and authority pursuant to Section 10.2 are
referred to herein as “Administrative Delegates.”  Each Administrative Delegate shall have the
authority to take such administrative actions and make such determinations, in
each case within the scope of his or her delegation, as are within the
authority of the Administration Committee. 
Each Administrative Delegate will perform his or her duties within the
framework of the policies, interpretations, rules, practices, and procedures
made by the Administration Committee.  An
Administrative Delegate’s functions may include, by way of illustration and not
limitation, the following:  application
of rules determining eligibility for participation or benefits;
calculation of participation service and compensation used for determining
contributions or benefits; preparation of employee communications material;
maintenance of an individual’s service and employment records; preparation of
reports required by government agencies; calculation of contributions or
benefits; orientation of new Participants and advising Participants of their
rights and options under the Plan; collection of contributions and application
of contributions as provided in the Plan; preparation of reports concerning
Participants, alternate payees and beneficiaries’ benefits; processing of
claims, distribution requests, and investment elections; and making
recommendations to others for decisions with respect to administration of the
Plan.


 


(c)                                  Claims Procedures.  Any determination or action by the
Administrative Delegate may be appealed by the affected Participant, alternate
payee, or beneficiary to the Administration Committee for review.  Without limiting the generality of the
foregoing, any claim brought under such procedures as the Administration
Committee may prescribe pursuant to Section 503 of ERISA shall be heard by
an Administrative Delegate appointed for that purpose, but any appeal from the
denial of any such claim shall be heard by the Administration Committee.  The Administration Committee shall be the
Plan’s agent for service of process. 
Other than with respect to claims to which ERISA expressly provides a
limitations period, no action may be commenced against any Plan party after the
earliest to occur of the following dates: the date that is ninety (90) days
after the date of the final denial of the appeal, or the date that is one (1) year
from the date a cause of action accrued. 
For purposes of this Section 10.3(c), a cause of action is
considered to have accrued when the person bringing the legal action knew, or
in the exercise of reasonable diligence should have known, that a Plan party
has clearly repudiated the claim or legal position which is the subject of the
action, regardless of whether such person has filed a claim for benefits in
accordance with the provisions of this Section.


 


A statement will
be periodically prepared and furnished to each Participant, alternate payee and
beneficiary providing details of his or her Accounts.  In the absence of 


 


56

















 


written objection received by the
Administration Committee within sixty (60) days after such statement is
provided, such Accounts will be presumed to have been finally settled.


 


10.4                        Duties and Powers of Investment Committee


 


Without limiting
the scope of such other duties, responsibilities and authority as may elsewhere
in the Plan or Trust Agreement be specified as belonging to it, the Investment
Committee shall have the power, the duty, and the complete and exclusive
discretion to:  select the Discretionary
Funds that are from time to time to be offered as investment options under the
Plan, and take such measures as it determines to be necessary or advisable to
monitor the performance of each such Discretionary Fund; prepare and submit
periodic reports summarizing the assets, liabilities and investment performance
of the Plan; and maintain such records as it determines to be necessary or
advisable to discharge its duties hereunder; and, in its discretion, appoint
one or more independent fiduciaries (including, without limitation, investment
advisers) or other independent service providers to provide such services and
perform such functions in furtherance of the Investment Committee’s duties and
responsibilities hereunder as the Investment Committee in its discretion
determines, any such appointed fiduciary or other service provider to have such
powers and authority (otherwise exercisable by the Investment Committee), other
than the authority to appoint other fiduciaries, as the Investment Committee
determines.


 


10.5                        Freedom from Liability


 


(a)                                  Members of the Administration
Committee or the Investment Committee, and any delegate of either Committee,
may rely upon all certificates and reports made by any accountant selected or
approved by the Company; and upon all opinions given by legal counsel retained
by the Company or either Committee.


 


(b)                                 Subject to the fiduciary
requirements of ERISA, members of the Administration Committee or the
Investment Committee, and any delegate of either Committee, shall be fully
protected in respect of any action taken or not taken in good faith and in
reliance upon advice and recommendation of any accountant or legal counsel.  Furthermore, subject to the right of review
granted by Section 10.3(c) hereof in the case of matters subject
thereto, all action taken or not taken by the foregoing bodies or individuals
shall be conclusive upon all parties having any interest under the Plan or
Trust to the maximum extent permitted by law.


 


(c)                                  Should circumstances beyond its
control render the Administration Committee, the Investment Committee, or the
Trustee unable to perform or incapable of performing any action within the time
constraints or in the manner set forth herein or pursuant to rules established
hereunder, such Committee or the Trustee, as the case may be, shall be free
from any liability arising therefrom.


 


(d)                                 To the extent permitted by law, the
Participating Companies shall indemnify the members of the Administration
Committee, Investment Committee, individual Trustees and others to whom
fiduciary duties have been delegated who are either employees, officers or
directors of any Affiliated Company against any and all claims, losses,
damages, expenses and liabilities arising from their responsibilities in
connection with the Plan which are 


 


57





















 


not covered by insurance (without
recourse) paid for by the Participating Companies, unless they are determined to
be due to gross negligence or intentional misconduct.


 


10.6                        Correction of Errors


 


In the event of a
mathematical or accounting error made, or other similar mistake, the
Administration Committee shall have power in its discretion to cause such
equitable adjustments to be made to correct for such errors as it considers
appropriate in the circumstances.  In
addition, the Administration Committee may correct obvious and unambiguous
typographical errors and/or cross references that merely correct a reference,
but that do not change the original intended meaning of the provisions.  All adjustments and corrections made pursuant
to this Section 10.6 shall be final and binding on all persons.


 


10.7                        Payment of Plan and Trust Expenses


 


The reasonable
expenses of administering the Plan and/or Trust including, but not limited to
attorney fees, actuarial fees and expenses incurred by persons or entities to
whom fiduciary duties have been delegated, shall be paid from the assets of the
Plan unless paid by a Participating Company.


 


10.8                        Burden
of Proof


 


Notwithstanding
anything herein to the contrary, to the extent a Participant, alternate payee
or beneficiary asserts entitlement to benefits based upon facts not contained
in the Plan’s records, such individual shall be required to provide
satisfactory affirmative evidence of such facts.  For avoidance of doubt, if an individual
claims entitlement to benefits based upon Compensation or Years of Service that
are not reflected in the Plan’s records, such individual must provide
satisfactory affirmative evidence of such Compensation or Years of
Service.  The Administration Committee
(or its Administrative Delegate) shall have the sole and exclusive discretion
to determine whether the above-referenced affirmative evidence is satisfactory.


 


ARTICLE 11

DESIGNATION OF BENEFICIARY


 


11.1                        Beneficiary Designations by Participants


 


Any Participant
may designate a beneficiary or beneficiaries to receive any amount payable from
the Trust Fund as a result of his or her death. 
A Participant may from time to time change such designation of
beneficiary or beneficiaries. 
Notwithstanding the foregoing, the beneficiary of a Participant who is
married shall be such person’s spouse, unless spousal consent has been obtained
as described below; provided, however, that effective with respect to benefits
commencing on or after October 1, 2007, any spousal beneficiary
designation either affirmatively elected or in accordance with this Section shall
be null and void upon the legal termination of the marriage.  The consent of the Participant’s spouse, in
such manner as required by the Administration Committee and consistent with the
requirements of the Code, if and to the extent applicable, shall be required to
create a valid designation where (a) the Participant marries subsequent to
the designation, or (b) a married Participant designates a primary
beneficiary other than his or her spouse.


 


58

















 


11.2                        Form and Method of Designation


 


To be effective,
any designation or revocation of a prior designation of beneficiary shall be in
writing on such form as the Administration Committee shall prescribe and shall
be filed with the Administration Committee prior to Participant’s death.  Except as provided by law, the Administration
Committee, the Participating Companies and all other parties involved in making
payment to a beneficiary may rely on the latest effective beneficiary
designation that is on file with the Administration Committee.  If an effective beneficiary designation is
not on file with the Administration Committee, payment may be made pursuant to Section
11.3.  The Administration Committee has
the sole and exclusive authority to determine all matters related to
beneficiary designations.  The
Administration Committee, the Participating Companies and all other parties
involved in making payment to a beneficiary shall be fully protected in relying
on the latest effective beneficiary designation (as determined by the
Administration Committee), and shall have no liability whatsoever to any person
making claim for such payment under a subsequently filed designation of
beneficiary.  Notwithstanding the above,
any designated beneficiary form with respect to a plan, the assets of which
have been merged or will be merged into the Plan from a Predecessor Company’s
plan or an Affiliated Company’s plan shall not be an effective beneficiary
designation for purposes of this Plan.


 


11.3                        No Effective Designation


 


If an effective
designation of beneficiary for a deceased Participant is not on file with the
Administration Committee, the determination of the identity of the proper
beneficiary shall be made by the Administration Committee.  In such case, the beneficiary shall be the
person or persons surviving the Participant in the following order:  (a) his or her spouse, and (b) his
or her estate.


 


11.4                        Successor Beneficiaries


 


A beneficiary who
is entitled to any benefits hereunder may name a successor beneficiary to
receive any unpaid benefits on the death of the first beneficiary unless the
deceased Participant has filed with the Administration Committee a written
instrument precluding such designation. 
Such written instrument shall be subject to the consent of such
Participant’s spouse in accordance with the rules prescribed in Sections
11.1 and 11.2.  Designations by
beneficiaries or successor beneficiaries shall be made according to the same rules as
are applicable to designations by Participants, except that spousal consent
shall not be required.  In the event of
the death of a beneficiary who has so designated a successor beneficiary, the
successor beneficiary shall be entitled to the balance of any payments
remaining due.  If a beneficiary is
permitted to designate a successor beneficiary but fails to do so, the balance
of any payments remaining due will be payable to the estate of the deceased
beneficiary.


 


59

















 


ARTICLE 12

TRUST


 


12.1                        Assets Held in Trust


 


All contributions
to the Trust Fund established in connection with this Plan, and all income or
other property derived therefrom, shall be held and administered by the
Trustee, in trust, in accordance with the provisions of the Trust Agreement.


 


12.2                        Trustee


 


The selection and
appointment of the Trustee or Trustees shall be made by action of the
Investment Committee.  By similar action,
the Investment Committee shall have the right at any time to remove a Trustee
and appoint a successor thereto, subject to the terms of the Trust Agreement.  The Trustee shall have the duties and authority
specified in the Trust Agreement. 
Reasonable compensation and reimbursements shall be payable to the
Trustee from the Trust Fund unless separately paid by the Participating
Companies.


 


12.3                        Trust Agreement


 


The Investment
Committee and the Trustee shall negotiate the terms of a Trust Agreement under
which any portion of the Trust Fund is to be held, subject to the requirement
that such Agreement be consistent with the terms of the Plan.


 


12.4                        Non-Reversion of Trust Fund


 


The assets of the
Trust Fund shall be for the exclusive purpose of providing benefits to
Participants, alternate payees and beneficiaries and defraying reasonable
expenses of administering the Plan.  No
part of the corpus or income of the Trust Fund may be used for, or diverted to,
purposes other than for the exclusive benefit of Participants, alternate payees
or beneficiaries.  Notwithstanding the
foregoing:


 


(a)                                  If any contribution or portion
thereof is made through a mistake of fact, the Trustee shall, upon written
directions from the Administration Committee return such contribution to a
Participating Company within one (1) year after the payment of the
contribution to the Trustee.


 


(b)                                 Contributions
are conditioned upon the initial qualification of the Plan as to each Participating
Company under Section 401(a) of the Code.  If the Plan does not qualify as to a
Participating Company, the Trustee shall, upon written directions from the
Administration Committee, return such contribution to such Participating
Company within one year after the date of denial of qualification of the Plan.


 


(c)                                  Contributions are conditioned upon
the deductibility of the contribution under Section 404 of the Code, and,
to the extent the deduction is not allowed, the Trustee shall, upon written
directions from the Administration Committee, return such contribution (to the
extent disallowed) to a Participating Company within one (1) year after
the disallowance of the deduction or, if such disallowance is appealed to the
courts, within one year after the date a court decision upholding such
disallowance becomes final.


 


60





















 


The return of a contribution (or a portion of a
contribution) to a Participating Company satisfies the requirements of this
paragraph if the amount so returned (a) does not exceed the excess of the
contribution over the amount which could have been contributed had there been
no mistake of fact or error in determining the deduction; (b) does not
include the net earnings attributable to the excess contributions; and (c) is
reduced by any net losses attributable to the excess contribution.  In the case of any such return of contribution, the Administration
Committee shall cause such adjustment to be made to the Accounts of
Participants as it considers fair and equitable under the circumstances
resulting in the return of such contribution.


 


ARTICLE 13

AMENDMENT AND TERMINATION


 


13.1                        Amendment of Plan


 


(a)                                  The Company, acting by way of its
applicable governance process, reserves the right at any time or times to amend
the Plan and Trust Fund to any extent and in any manner that it may deem
advisable.  Each such action shall
constitute an act of the Company as settlor acting in such capacity, not as an
assumption or exercise of fiduciary responsibility.  Notwithstanding the foregoing, to the extent
determined by a named fiduciary, reasonable expenses involved in any amendment,
or the implementation of any amendment, that is necessary or appropriate in the
circumstances to preserve the tax qualification of the Plan or otherwise to
cause the Plan to maintain compliance with applicable law may be paid from the
Trust Fund unless separately paid by a Participating Company.


 


(b)                                 No amendment shall reduce the
vested interest of a Participant, alternate payee or beneficiary without that
person’s consent, except to the extent necessary or advisable, in the judgment
of the Company, acting by way of its applicable governance process, to comply
with any requirement of statutory or general law or to enable the Plan to qualify
or remain qualified as an employees’ plan exempt from taxation under federal
laws or to enable the contributions under the Plan to be deductible under the
provisions of any applicable law or regulation in computing income subject to
any tax based on or measured by income by Participating Companies that are not
tax exempt entities.


 


(c)                                  No amendment shall have the effect
of changing the computation of a Participant’s vested interest in his or her
Account unless each Participant having three (3) or more Years of Service
for vesting elects, after being notified by the Administration Committee in
writing, to have his or her vested interest computed under the Plan as
amended.  The election must be made
within a time period beginning no later than the date the amendment is adopted
and ending no earlier than the latest of the following dates: (i) sixty
(60) days after the amendment is adopted; (ii) sixty (60) days after the
amendment is effective; or (iii) sixty (60) days after the Participant is
given written notice of the amendment by the Administration Committee.  A Participant who fails to make an election
within the period provided shall be deemed to have assented to the amendment.


 


(d)                                 No amendment shall, with respect to
benefits attributable to service before the amendment, eliminate an optional
form of benefit or eliminate or reduce an early retirement benefit (as defined
in Treasury Regulations). 
Notwithstanding the provisions of this Subsection, 


 


61





















 


an optional form of distribution or
early retirement benefit may be eliminated or reduced pursuant to Treasury
Regulations.


 


(e)                                  Subsequent to amendment of the
Plan, the Company shall cause to be delivered to the Trustee a copy of such
amendment.  Upon amendment of the Plan,
all persons claiming any interest under the Plan and Trust Fund shall be bound
thereby; provided, however, that no amendment shall have the effect of changing
the rights, duties, and liabilities of the Trustee without its written consent.  In addition, no amendment shall have the
effect of vesting in any Participating Company any interest in any property
held subject to the terms of the Trust Fund, or cause or permit any property
held subject to the Trust Fund to be diverted to purposes other than the
exclusive benefit of Participants, alternate payees and beneficiaries.


 


(f)                                    Amendments required to be made for
the purpose of qualifying the Plan and Trust Fund under the Code, or for the
purpose of conforming the Plan and Trust Fund to ERISA and other applicable
federal and state laws may be retroactive. 
Any amendment which does not reduce the vested interest of any
Participant in his or her Account and which is adopted within the time for
filing the Company’s federal income tax return for the tax year corresponding
to a Plan Year may, at the election of the Company, be deemed to have been made
as of any date within such Plan Year.


 


(g)                                 Any amendment adopted under the
provision of this Section shall be deemed a part of the Plan as if incorporated
into the Plan, and the Plan shall be deemed amended accordingly.


 


13.2                        Termination


 


The Company has
established the Plan with the intention and expectation that it will be
maintained indefinitely, but the Participating Companies are not and shall not
be under any obligation or liability whatsoever to continue contributions or to
maintain the Plan for any given length of time. 
The Company, acting by way of its applicable governance process, shall
have the right to terminate the Plan at any time.


 


Upon termination
of the Plan and Trust for any reason, and after payment of all expenses and the
proportional adjustment of accounts to reflect such expenses, each Participant,
alternate payee and beneficiary shall be entitled to receive any amounts then
credited to his or her Accounts in the Trust Fund.  The Trustee shall make payments of such
amounts in a lump sum, in cash or in kind, as the Administration Committee
shall direct, and such distributions shall be made to each Participant,
alternate payee and beneficiary as soon as administratively feasible following
approval of the termination of the Plan and Trust by the appropriate government
agencies.


 


13.3                        Partial Termination


 


Upon partial
termination of the Plan, each affected Participant shall have a one hundred
percent (100%) vested interest in his or her Accounts.


 


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ARTICLE 14

ADOPTION BY PARTICIPATING COMPANIES, SUCCESSOR

COMPANIES AND PLAN MERGERS


 


14.1                        Adoption and Administration


 


Participating
Companies may adopt this Plan subject to the consent of the Company or its
Executive Vice President of Human Resources. 
Each Participating Company adopting the Plan understands and agrees that
upon such adoption, it consents to having Ameriprise Financial, Inc. or
its authorized delegate act for and on its behalf (a) in carrying out any
administrative functions relevant to the Plan and Trust, (b) in amending
or discontinuing the Plan or Trust, and (c) in construing and interpreting
the Plan and Trust.  A list of all Participating Companies as of
the date hereof is set forth on Addendum D, which is attached to this Plan, and
shall be updated from time to time. 
Notwithstanding
anything herein to the contrary, the Company, in its capacity as sole
shareholder of the entities listed on Addendum D hereby adopts this Plan on
behalf of such entities.


 


14.2                        Discontinuance


 


If a Participating
Company that has previously adopted the Plan and Trust adopts an amendment to
the Plan or Trust which is inconsistent with the Plan and Trust as adopted by
the Company, the Plan and Trust as then in effect, including any such
inconsistent amendment which such former Participating Company adopted, shall
continue in full force and effect as a separate savings plan for such former
Participating Company and its eligible employees.  All powers and duties with respect to such
separate plan and trust, which under the terms and provisions of this Plan and
Trust are vested in and exercisable by the Company, shall from and after the
date of such separation be vested in and exercisable by such former
Participating Company.  Notwithstanding
the foregoing, nothing in this Section 14.2 shall be construed as
relieving any former Participating Company for any obligations it may have
respect to payment of its allocable share of contributions or administrative
expenses related to this Plan.


 


If the Plan is to
continue as a separate plan for any such former Participating Company, there
shall be set apart in a separate trust, such assets and securities as are
appropriate for the benefit of the eligible employees of such former
Participating Company.  Such separation
shall be effected by the Trustee, and shall be in such amount as the Trustee
shall, in its sole discretion, determine to be fair, just and equitable.


 


If a Participating
Company exits from a controlled group of corporations as defined in Section 2.6,
such Participating Company will no longer be a Participating Company.


 


14.3                        Successor Companies


 


Any corporation
which succeeds to the business and assets of the Company, or any part of its
operations, may by appropriate resolution adopt the Plan and shall thereupon
succeed to such rights and assume such obligations hereunder as the Company and
said successor corporation shall have agreed upon in writing.  Any corporation which succeeds to the
business of any Participating Company other than the Company, or any part of
the operations of such Participating Company, may by appropriate resolution
adopt the Plan and shall thereupon 


 


63

















 


succeed to such rights and assume
such obligations hereunder as such Participating Company and said successor
corporation shall have agreed upon in writing, provided, however, that such
adoption and the terms thereof agreed upon in writing have been approved by the
Board or its authorized delegate.


 


14.4                        Merger, Consolidation or Transfer of Plan Assets


 


The Company,
acting by way of its applicable governance process, and acting in its capacity
as settlor and not as a fiduciary, shall have the right to cause the Plan to be
merged or consolidated with another Plan; provided, however, that the Plan
shall not be merged or consolidated with any other plan, and no assets or
liabilities of the Plan shall be transferred to any other plan unless each
Participant in the Plan would (if the Plan were then terminated) receive a
benefit immediately after the merger, consolidation or transfer which is equal
to or greater than the benefit each Participant would have been entitled to
receive immediately before the merger, consolidation or transfer (if the Plan
had then terminated).


 


ARTICLE 15

TOP HEAVY PLAN PROVISIONS


 


15.1                        Top Heavy Plan Definitions


 


(a)           “Key Employee” means any Employee or
former Employee (including any deceased employee or beneficiary) who at any
time during the Plan Year that includes the Determination Date was an officer
having annual compensation greater than $130,000 (as adjusted under Section 416(i)(1) of
the Code), a five percent (5%) owner, or a one percent (1%) owner having annual
compensation of more than $150,000.  For
this purpose, annual compensation means compensation within the meaning of Section 415(c)(3) of
the Code.  The determination of who is a
Key Employee will be made in accordance with Section 416(i)(1) of the
Code and the applicable Treasury Regulations and other guidance of general
applicability issued thereunder.


 


(b)           “Non-Key Employee” shall mean any
Employee or former Employee (including any deceased Employee or beneficiary of
such Employee or former Employee) who is not a “Key Employee” on the
Determination Date.


 


(c)           “Top Heavy Plan”.  This Plan is a Top Heavy Plan if it is part
of a Required Aggregation Group of Plans (but is not part of a Permissive
Aggregation Group of Plans) and the Top Heavy Ratio for the Required
Aggregation Group exceeds sixty percent (60%); provided that, if this Plan is
both (i) part of a Required Aggregation Group of Plans for which the Top
Heavy Ratio exceeds sixty percent (60%), and (ii) part of a Permissive
Aggregation Group of Plans, but the Top Heavy Ratio for the Permissive
Aggregation Group does not exceed sixty percent (60%), the Plan shall not be
considered a Top Heavy Plan.


 


(d)           “Top Heavy Ratio” means a fraction,
the numerator of which is the sum of the account balances under all defined
contribution plans in the applicable Aggregation Group for all Key Employees,
and the present value of accrued benefits under all defined benefit plans in
the applicable Aggregation Group for all Key Employees, and the denominator of
which is the sum of the account balances under all such defined contribution
plans in the applicable 


 


64





















 


Aggregation Group
for all participants and the present value of accrued benefits under all such
defined benefit plans in the applicable Aggregation Group for all
participants.  The Top Heavy Ratio shall
be calculated on the Determination Date.


 


(e)           “Determination Date” means the last
day of the preceding Plan Year.  The
Determination Date shall be also be the date on which account balances and
accrued benefits are valued for purposes of calculating the Top Heavy Ratio.


 


(f)            “Required Aggregation Group” means: (i) each
qualified plan of the employer in which at least one (1) Key Employee
participates, and (ii) any other qualified plan of the employer which
enables a Plan described in (i) to meet the requirements of Sections
401(a)(4) or 410 of the Code.


 


(g)           “Permissive Aggregation Group” means
the Required Aggregation Group of Plans plus any other plan or plans of the
employer which when considered as a group with the Required Aggregation Group,
would continue to satisfy the requirements of Sections 401(a)(4) and 410
of the Code.


 


15.2                        Top Heavy Rules and Restrictions


 


(a)           Notwithstanding any other provision of this Plan, for any Plan
Year in which this Plan is a Top Heavy Plan, the following provisions shall
automatically take effect:


 


(i)            Minimum
Benefit Rules.  This Section shall
apply for purposes of determining whether the Plan satisfies the minimum
benefits requirements of Section 416(c) of the Code.  Each Non-Key Employee who participates only
in this Plan for the Plan Year and who is employed by a Participating Company
on the last day of the Plan Year shall be entitled to a contribution equal to
three percent (3%) of his or her compensation (within the meaning of Code Section 415).  No Hour of Service requirement is applicable
to the minimum three percent (3%) allocation. 
Each Non-Key Employee, who in addition to this Plan participates in a
defined benefit plan which is part of the applicable Aggregation Group
described above, shall be entitled to the accrual of a minimum non-integrated
benefit (expressed as a life annuity, with no ancillary benefits, commencing at
age sixty-five (65)) under such plan equal to his or her average compensation
for the five (5) consecutive years in which he or she earned the highest aggregate
compensation from employer multiplied by the lesser of two percent (2%) per
Year of Service with the employer, or twenty percent (20%); provided, however, (a) when
a Non-Key Employee’s accrued benefit reaches twenty percent (20%) of such
average compensation, whether before or after the Plan becomes Top Heavy, no
additional minimum accruals will be made under this paragraph 15.2(a)(i), and (b) any
minimum benefit to be accrued for any Plan Year under this Section 15.2(a)(i) shall
be offset, as permitted by regulation, by the value of contributions provided
under any defined contribution Plan other than this Plan which is part of the
applicable Aggregation Group described above.


 


Employer matching
contributions shall be taken into account for purposes satisfying the minimum
contribution requirements of Section 416(c)(2) of the Code, and the
Plan.  The preceding sentence shall apply
with respect to Fixed and Variable Match 


 


65

















 


Contributions
under the Plan or, if the Plan provides that the minimum contribution
requirement shall be met in another plan, such other plan.  Fixed and Variable Match Contributions that
are used to satisfy the minimum contribution requirements shall be treated as
Fixed and Variable Match Contributions for purposes of the Actual Contribution
Percentage test and other requirements of Section 401(m) of the Code.


 


(ii)           Minimum
Vesting Schedule.  The Top Heavy Vesting
Schedule set forth in Section 7.5 shall apply for any year in which the
Plan is a Top Heavy Plan.


 


(b)           No change in the status of this Plan
as a Top Heavy Plan shall be allowed to have the effect of reducing the Account
of any Participant.


 


15.3                        Determination of Present Values and Amounts


 


This Section shall
apply for purposes of determining the present values of accrued benefits and
the amounts of account balances of Eligible Employees as of the Determination
Date.


 


(a)           The present values of accrued
benefits and the amounts of account balances of an Eligible Employee as of the
Determination Date shall be increased by the distributions made with respect to
the Eligible Employee under the Plan and any plan aggregated with the Plan
under Section 416(g)(2) of the Code during the one (1) year
period ending on the Determination Date. 
The preceding sentence shall also apply to distributions under a
terminated plan which, had it not been terminated, would have been aggregated
with the Plan under Section 416(g)(2)(A)(i) of the Code.  In the case of a distribution made for a
reason other than severance from employment, death, or disability, this
provision shall be applied by substituting five (5) year periods for one (1) year
period.


 


(b)           The accrued benefits and accounts of
any individual who has not performed services during the one (1) year period
ending on the Determination Date shall not be taken into account.


 


ARTICLE 16

MISCELLANEOUS


 


16.1                        Trust Sole Source of Benefits


 


The Trust
established in connection with this Plan shall constitute the sole source of
all benefits provided by the Plan.  No
Participating Company guarantees the payment of benefits arising under the
Plan.


 


16.2                        Non-Alienation


 


Except as required
by law, a Participant, alternate payee or beneficiary’s interest under this
Plan shall not be transferred, assigned or alienated prior to the actual
payment of such interest to him, and such interest shall be payable only in the
manner provided under the Plan.  This Section shall
not apply to the creation, assignment or recognition of a right to any benefit
payable to an alternate payee pursuant to a qualified domestic relations order
as defined in Code Section 414(p) and corresponding Treasury
Regulations.  Benefits shall be paid
under the 


 


66

















 


preceding sentence only upon the
satisfaction and completion of certain reasonable rules and procedures as
established by the Administration Committee.


 


16.3                        Plan Not Employment Contract


 


The adoption and
maintenance of the Plan and Trust shall not be deemed to be a contract between a
Participating Company and any employee. 
Nothing in the Plan shall be deemed to give any employee the right to be
retained in the employ of a Participating Company or to interfere with the
right of a Participating Company to discharge any employee at any time, nor
shall it be deemed to give a Participating Company the right to require any
employee to remain in its employ, nor shall it interfere with the employee’s
right to terminate employment at any time.


 


16.4                        Payment of Taxes


 


The Trustee may
pay any estate, inheritance, income or other tax, charges or assessment
attributable to any benefit payable hereunder which in the Trustee’s opinion it
shall be or may be required to pay out of such benefit.  The Trustee may require, before making any
payment, such release or other document from any taxing authority and such
indemnity from the intended payee as the Trustee deems necessary for its
protection.


 


16.5                        Conditions Precedent


 


Except as provided
by law, no person shall be entitled to a benefit under this Plan until his or
her right thereto has been finally determined by the Administration Committee
nor until he or she has submitted to the Administration Committee relevant data
reasonably requested by the Administration Committee, including, but not
limited to, proof of birth, marriage or death.


 


16.6                        Incompetent Payee


 


The Administration
Committee shall have no duty to make inquiry as to the competence of any person
entitled to receive payments hereunder. 
Notwithstanding the above, if the Administration Committee determines
that any person to whom a benefit is payable under the Plan is unable to handle
his or her affairs by reason of that person’s physical or mental condition, the
Administration Committee may cause payments to be made for the person’s benefit
to a member of the individual’s family or to anyone else providing for that
person’s care; and the Plan, Administration Committee, the Participating
Companies and the Trustee shall be relieved of liability for any such payments
made in good faith.


 


ARTICLE 17

PROVISIONS RELATING TO EMPLOYEE STOCK OWNERSHIP PLAN


 


17.1                        Creation of Eligible Employee Stock Ownership Plan


 


The assets of the
Plan that are held in the Company Stock Fund are hereby designated as a stock
bonus plan comprising an employee stock ownership plan meeting the requirements
of Section 4975(e) of the Code (the “ESOP”).


 


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Except as provided
in this Article Seventeen, or except to the extent the context may clearly
indicate otherwise, the provisions of the Plan shall apply to the ESOP, and
such provisions are hereby incorporated by this reference.


 


17.2                        Accounts


 


The Accounts
described in Section 2.1 of the Plan shall be established under the ESOP,
with such Accounts under the ESOP consisting of the portion of the Accounts as
may be invested in the Company Stock Fund from time to time.


 


17.3                        Plan Year


 


The Plan Year for
the ESOP shall be the same as the Plan Year for the Plan.


 


17.4                        Participation in ESOP


 


An individual
shall be eligible to participate in the ESOP at the time, and under the same
conditions, as provided in Article Three of the Plan, and will be, and
will continue to be, a Participant in the ESOP to the extent provided by Article Three
so long as an Account is maintained for the individual and any portion of such
Account is invested in the Company Stock Fund.


 


17.5                        Elective Contributions, Roth 401(k) Contributions, Catch-up
Contributions, Roth Catch-up Contributions, Fixed Match Contributions, Variable
Match Contributions and Voluntary Contributions


 


Elective
Contributions, Roth 401(k) Contributions, Catch-up Contributions, Roth
Catch-up Contributions, Fixed Match Contributions, Variable Match Contributions
and Voluntary Contributions described in Sections 4.1, 4.2, 4.3, 4.4 and 4.9 of
the Plan, respectively, shall be considered to be contributions to the ESOP to
the extent directed for investment in the Company Stock Fund according to the
investment direction in effect at the time such contributions are made.  The ESOP and the Plan shall be aggregated for
purposes of the limitations described in the Plan that apply to Elective
Contributions, Roth 401(k) Contributions, Catch-up Contributions, Roth
Catch-up Contributions, Fixed Match Contributions, Variable Match Contributions
and Voluntary Contributions.


 


17.6                        Company Profit Sharing Contribution to ESOP


 


Any portion of the
Company Profit Sharing Contribution that the Participant directs at the time of
contribution to be invested in the Company Stock Fund shall be invested
accordingly except to the extent such contribution would fail to satisfy the
applicable nondiscrimination requirements of the Code.  To the extent such contribution is not
invested in the Company Stock Fund by application of the previous sentence,
such contribution shall be treated as a contribution for which a Participant
has failed to specify an investment under Section 6.3.


 


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17.7                        Limitations on Contributions


 


The provisions of Section 5.3
of the Plan shall be applied to the Plan and the ESOP separately or in the
aggregate based on whether, under the applicable provisions of the Code, the
limitation referred to is one applied separately to a tax qualified plan or to
one (1) or more such plans in the aggregate.  The provisions of Section 5.4 of the
Plan shall apply to the Plan and the ESOP in the aggregate.


 


17.8                        Investments and Accounting


 


The provisions of Article Six
shall apply to the Plan and the ESOP except that, notwithstanding the
provisions of Article Six, the ESOP shall consist solely of the Company
Stock Fund and no other funds or investment alternatives shall be available
under the ESOP.  A Participant in the
Plan who directs the investment of a contribution to the Plan on the
Participant’s behalf or who directs the investment of the assets of his or her
Account under the Plan to the Company Stock Fund shall be deemed to have
provided a direction to transfer such amounts to the ESOP.  Contributions under Section 4.6 invested
in the Company Stock Fund shall be deemed to be contributions to the ESOP.  A Participant, alternate payee or beneficiary
in the ESOP who directs the investment of the assets of his or her Account
under the ESOP to an investment other than the Company Stock Fund as permitted
under the provisions of Article Six shall be deemed to have provided a
direction to transfer such amounts to the Plan. 
The Administration Committee shall comply with a direction by a
Participant, alternate payee or beneficiary to transfer funds from the Plan to
the ESOP or vice versa consistent with the Plan and such general rules as
may be established by the Administration Committee, Investment Committee or the
Company for transfers among and between investment options.


 


17.9                        Aggregate Application of Vesting and Distribution Provisions


 


The provisions of Article Seven
shall apply to the Accounts maintained under the Plan and under the ESOP on an
aggregate basis as if the Plan and the ESOP were one (1) plan.


 


17.10                 Aggregate Application of Withdrawal and Loan Provisions


 


The provisions of Article Nine
shall apply to the Plan and the ESOP on an aggregate basis as if such plans
were one (1) plan.


 


17.11                 Provisions Relating to Dividends


 


Notwithstanding
the provisions of the Plan to the contrary, the following provisions shall apply
to cash dividends paid on Applicable Employer Securities:


 


(a)           ESOP Participants or beneficiaries
shall have the right to choose between


 


(i)            the payment of
cash dividends to the ESOP and a distribution in cash to Participants or
beneficiaries not later than ninety (90) days after the close of the Plan Year
in which the dividends are paid by the Company; and


 


(ii)           the
reinvestment of cash dividends in stock of the Company.


 


69
















 


The election
described in this paragraph shall apply to the cash dividends on Applicable
Employer Securities held by the Company Stock Fund on the dividend record
date.  An ESOP Participant or beneficiary’s
share of such dividends, to be paid in cash or reinvested in stock of the
Company, shall be equal to the whole and fractional units of the Company Stock
Fund allocated to the ESOP Participant or beneficiary’s Account that are vested
under the provisions of Article Seven and Section 17.9 as of the
dividend payment date, divided by the number of whole and fractional units of
the Company Stock Fund allocated to the Accounts of all ESOP Participants and
beneficiaries that are vested under the provisions of Article Seven and Section 17.9
on the dividend payment date.  An ESOP
Participant or beneficiary must make the same election as to all of the units
of the Company Stock Fund allocated to his or her Account on the dividend
payment date.


 


(b)                                 An ESOP Participant or beneficiary
shall be given a reasonable opportunity before a cash dividend is paid to make
the election described in Subsection (a). 
In the event the terms of the ESOP are changed governing the manner in
which the dividends are paid or distributed to ESOP Participants or
beneficiaries, such individuals shall be given a reasonable opportunity to make
an election under the new terms prior to the date on which the first dividend
subject to the new plan terms is paid.


 


(c)                                  The election described in
Subsection (a) shall be irrevocable as of the close of the New York Stock
Exchange on the day that the dividend on Company stock is paid.  If for any reason trading in the Company’s
common stock is halted, or is suspended and does not resume trading prior to
the close of the Exchange on the day the dividend is paid, the election in
Subsection (a) shall be irrevocable as of the time trading in the Company’s
stock is halted or suspended on such day. 
If the Exchange is not open on the date the dividend is paid, the
election in Subsection (a) is irrevocable as of the close of the last
period the Exchange is open immediately prior to the day such dividend is paid.


 


(d)                                 In the event an ESOP Participant or
beneficiary does not timely elect to have the dividend on Company stock paid to
him or her in cash, such individual will be deemed to have made an election to
have the dividend reinvested in Company stock.


 


(e)                                  In the event an ESOP Participant or
beneficiary elects to have dividends on Company stock paid by the ESOP in cash,
such distribution as is payable to such individual may be made notwithstanding
any other restrictions governing distributions provided by the Plan or this
Article.


 


(f)                                    The election and disposition of
cash dividends as described in this Section shall be made pursuant to such
additional rules as may be prescribed by the Administration Committee.


 


(g)                                 For purposes of this Article, “Applicable
Employer Securities” means Company securities held by the ESOP on the record
date of a dividend.


 


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17.12                 Additional Provisions Relating to ESOP


 


(a)                                  ESOP to be Invested Primarily in
Company Stock.  The assets of the ESOP
shall be invested primarily in Company stock plus cash, to such limited extent
as is determined to be necessary to meet liquidity needs.


 


(b)                                 Purchases and Sales of Stock.  Company stock may be purchased or sold by the
Plan provided any such purchase or sale is at a price not less favorable to the
ESOP than the stock’s Fair Market Value. 
For purposes of this Article, “Fair Market Value” means, as of any
valuation date within a period during which stock is readily tradable on an
established securities market, the last published closing price of the stock
for transactions with persons who are not parties in interest.  Shares of stock which may be sold pursuant to
Rule 144 (or a similar rule) of the Securities and Exchange Commission
will be deemed to be readily tradable on an established securities market, even
if the shares of the stock may not be sold until after satisfaction of any
applicable holding or lock-up periods.


 


“Fair Market Value”
of stock as of any valuation date within a period in which the stock is not
readily tradable on an established securities market shall be the amount
determined by the Investment Committee in good faith and based upon all
relevant factors for determining the Fair Market Value of such stock as
required by law.  For transactions with
persons who are not parties in interest (within the meaning of Section 3(14)
of ERISA) such value shall be used for all the transactions until a new Fair
Market Value has been determined by the Investment Committee.  For transactions with persons who are parties
in interest, the Fair Market Value shall be determined as of the valuation date
coinciding with the transaction.


 


(c)                                  Put Option:  Any share of stock distributed from the ESOP
shall be subject to the following put option if such stock is not or ceases to
be publicly traded or becomes subject to a trading limitation.  This stock will be considered as publicly
traded at any time if it is then listed on a national securities exchange
registered under Section 6 of the Securities Exchange Act of 1934 or is
quoted on a system sponsored by a national securities association registered
under Section 15A(b) of the Securities Exchange Act.  The Stock will be treated as subject to a “trading
limitation” only if any federal or state securities law, or any regulation
thereunder, makes the Stock not as freely tradable as Stock not subject to such
restrictions.


 


The put option is
exercisable only by the Participant who receives such shares from the Plan, by
his or her donees, or by a person (including an estate or its distributee) to
whom the stock passes by reason of a Participant’s death.  The put option will apply only if, within the
put option periods described hereinafter, the stock is not or ceases to be
publicly traded without restriction.  The
first put option period shall be for sixty (60) days following the date the
stock is distributed to any individual who may exercise the put option.  If the individual does not exercise the put
option within such sixty (60) day period, then such option shall lapse and a
second and final put option period shall commence in the Plan Year following
the Plan Year within which the first sixty (60) day option period lapsed.  This final put option period shall be for
sixty (60) days after individuals holding the put option are notified of the
new determination of the Fair Market Value of the stock.


 


If, within either
or both of said put option periods, the stock was publicly traded without
restrictions, but ceases to be publicly traded without restriction, the
Administration 


 


71

















 


Committee will notify each such
security holder in writing on or before the tenth (10th) day after
the date the stock ceases to be so traded that for the remainder of the put
option period the stock is subject to the put option.  If such notice is not given within ten (10) days,
a day shall be added to the duration of the put option during which the stock
issued to be publicly traded without restriction for each day after said ten (10) day
period such notice has not been given. 
Such notice must inform distributees of the terms of the put option they
are to hold.


 


The put option
requires the Company to purchase the stock and is to be exercised by the holder
notifying the Administration Committee in writing that the put option is being
exercised.  The Plan is granted the
option to assume the rights and obligations of the Company at the time the put
option is exercised.  The period during
which a put option is exercisable does not include any time when the
distributee is unable to exercise it because the Company is prohibited from
honoring it by applicable federal or state law. 
The price of the put option shall be the Fair Market Value of the Stock
as of the most recent accounting date at the time of the exercise of the put
option; except in the case of a transaction between the Plan and a disqualified
person, as defined in Section 4975(e)(2) of the Code, in which case
the price must be determined as of the date of the transaction.  Notwithstanding the above, if the
Administration Committee determines that there has been a significant change in
the value of the stock, it may cause a more current determination of Fair
Market Value to be used for put option transactions with non-disqualified
persons on and after such date as the Administration Committee may determine.


 


The payment terms
shall be as described below, unless the Company or Plan, as the case may be,
specifies payment at an earlier period of time. 
When the Company is repurchasing the stock under the put option where
the Account in question has been distributed in a lump sum payment, the Company
may exercise its option to repurchase the stock on an installment basis over a
period of five (5) years with the first payment being made within thirty
(30) days of the exercise of the put option. 
If the holder agrees, the repurchase period may be extended to a total
of ten (10) years.  A reasonable
rate of interest must be paid on any deferred payments.  The Administration Committee shall determine
this rate in accordance with uniform rules. 
The seller must be given a promissory note, the full payment of which
could be required by the holder if the repurchaser defaults in the payment of a
scheduled installment payment, plus adequate security in accordance with
Treasury Regulation Section 54.4975-7(b)(12)(iv) (or any successor
regulation).


 


If the
distribution of the Account is in a form other than a lump sum distribution,
the Stock shall be paid for within thirty (30) days from the date of the
exercise of the option as to each partial distribution.


 


(d)                                 Right of First Refusal:  All shares of stock shall be subject to the
following right of first refusal if such stock is not publicly traded at the
time the right may be exercised.  The
stock will be considered as publicly traded at any time if it is then listed on
a national securities exchange registered under Section 6 of the
Securities Exchange Act of 1934 or is quoted on a system sponsored by a
national securities association registered under Section 15A(b) of
the Securities Exchange Act.


 


The right of first
refusal applies to any holder who receives the stock or to whom the such stock
passes from the Plan.  Such holder may
not transfer or in any way dispose of such stock without first offering to sell
such stock to the Plan.  Such offer shall
be made in the form of 


 


72

















 


a written notice to the Trustee and
the Company disclosing:  (i) the
name(s) of the proposed transferee(s) of the stock; (ii) the
certificate number and number of shares of the stock proposed to be
transferred; (iii) the proposed price; and (iv) all other terms of
the proposed transfer.


 


Within fourteen
(14) days after such notice is given, the Trustee and then the Company, shall
have the option to purchase all or a part of such stock.  If the Trustee or the Company decides to
exercise this right of first refusal, the price shall be the Fair Market Value
of the stock as of the most recent valuation date at the time of the exercise
of the right (except in the case of a transaction between the Plan and a
disqualified person, as defined in Section 4975(e)(2) of the Code, in
which case the price must be determined as of the date of the transaction) or
the proposed price, whichever is greater. 
The terms for payment of the price shall be the terms under the offer if
it is a bona fide offer.


 


In the event that
neither the Trustee nor the Company exercises the option to purchase such
stock, the holder shall have the right to transfer or otherwise dispose of such
stock in accordance with the terms of the transfer set forth in the written
notice to the Trustee and the Company, provided such transfer is effected
within fifteen (15) days after the expiration of the fourteen (14) day option
period.  If the transfer is not effected
within such period, the Trustee and the Company must again be given an option
to purchase, as provided in this Subsection.


 


(e)                                  Nonlapse Restrictions:  The provisions of Section 17.12(c) and
(d) shall not lapse, and shall continue to be applicable to the stock even
if the ESOP ceases to be an employee stock ownership plan within the meaning of
Code Section 4975(e).


 


ARTICLE 18

INITIAL PLAN YEAR PROVISIONS; SUCCESSOR PLAN


 


18.1                        Plan Elections and Designations.


 


Notwithstanding anything herein to the contrary and in
accordance with the requirements of the Employee Benefits Agreement between
American Express Company and the Company, all beneficiary designations,
deferral election forms, investment elections, payment form elections, and
qualified domestic relations orders creating rights for alternate payees in
effect under the ISP as of September 30, 2005 shall be deemed to be effective
with respect to this Plan.


 


For an individual who was a participant in the ISP on September 30,
2005 and is considered a “Delayed Transfer Employee” as defined in the Employee
Benefits Agreement between the Company and American Express Company for
purposes of the limitations imposed by Code Sections 401(a)(17), 401(k)(3),
401(m), 404, 414(q) and 415; the allocations pursuant to Sections 4.2 and
4.5 (as in effect at such time) based on cumulative compensation for a calendar
quarter; the allocations pursuant to Section 4.6 (as in effect at such
time); and compensation and benefits accrued under the ISP and/or while a
Participant was employed by the American Express Company or its affiliates
during the period  October 1, 2005
through September 30, 2006 shall be taken into consideration under the
Plan for the 2005 and 2006 Plan Year.


 


73

















 


ADDENDUM
A


SERVICE
CREDITING


 


[Reserved.]


 


74

















 


ADDENDUM
B


THOMAS
COOK


 


B.1                             Application
of Addendum.


 


The provisions of
this Addendum B shall apply to former employees of Thomas Cook Partnership (“Thomas
Cook”) who were covered by, or subject to, the provisions of the Thomas Cook
Travel Employee Retirement/Savings Plan (“Thomas Cook Plan”).


 


B.2                             Other
Benefits, Rights and Features.


 


Code Section 411(d)(6) Protected
Benefits.  To the extent not otherwise
provided herein, any optional benefit forms or accrued benefits, rights or
features of the Thomas Cook Plan which cannot be reduced under the provisions
of Section 411(d)(6) of the Code shall be preserved from and after
the date of the merger of the Thomas Cook Plan with this Plan with respect to
that portion of the Participant’s Account which represents and does not exceed
the balance of his or her account under the Thomas Cook Plan on December 31,
1995.


 


75

















 


ADDENDUM
C


MERGER
AND TRANSFER OF THE IDS DVP SAVINGS PLAN AND TRUST


 


C.1                             Application
of Addendum.


 


The provisions of
this Addendum C shall apply to Eligible Employees who were members of the “field
force” and were covered under, or subject to, the provisions of the IDS DVP
Savings Plan and Trust Agreement (“DVP Savings Plan”).


 


C.2                             Other
Benefits, Rights and Features.


 


Code Section 411(d)(6) Protected
Benefits.  To the extent not otherwise
provided herein, any optional benefit forms or accrued benefits, rights or
features of the DVP Savings Plan which cannot be reduced under the provisions
of Section 411(d)(6) of the Code shall be preserved from and after
the date of the merger of the DVP Savings Plan with this Plan with respect to
that portion of the Participant’s Account which represents and does not exceed
the balance of his or her account under the DVP Savings Plan on December 31,
1996.


 


76

















 


ADDENDUM
D


PARTICIPATING
COMPANIES


 


American Enterprise
Investment Services, Inc. – effective October 1, 2005


 


Ameriprise Financial
Services, Inc. – effective October 1, 2005


 


RiverSource Investments,
LLC – effective October 1, 2005


 


RiverSource Service
Corporation – effective October 1, 2005


 


RiverSource Life
Insurance Company (formerly known as IDS Life Insurance Company) – effective October 1,
2005


 


RiverSource Life
Insurance Co. of New York (formerly known as IDS Life Insurance Company of New
York and American Centurion Life Assurance Company) – effective October 1,
2005


 


IDS Property Casualty
Insurance Company – effective October 1, 2005


 


Ameriprise Trust Company –
effective October 1, 2005


 


Ameriprise Bank, FSB –
effective September 18, 2006


 


RiverSource Distributors, Inc.
– effective January 1, 2007


 


77