EX-4.2






 Exhibit 4.2 

Royal Bank of Canada 
 US Wealth Accumulation Plan 
 And Prospectus 





 
 The date of this prospectus is December 6, 2011 

This document constitutes part of 
 a prospectus covering securities 
 that have been registered under 

The Securities Act of 1933 





  








 TABLE OF CONTENTS 

 

					
	 	  	Page	 
	 SECTION 1 INTRODUCTION
	  	 	1	  
	 1.1 General Nature and Purpose of the Plan
	  	 	1	  
	 1.2 Definitions
	  	 	1	  
	 1.3 Rules of Interpretation
	  	 	5	  
		
	 SECTION 2 DEFERRALS AND DEEMED INVESTMENTS
	  	 	5	  
	 2.1 Eligibility
	  	 	5	  
	 2.2 Election to Voluntarily Defer Compensation
	  	 	6	  
	 2.3 Company Contributions
	  	 	8	  
	 2.4 Investments
	  	 	8	  
	 2.5 Participant Accounts
	  	 	8	  
		
	 SECTION 3 INFORMATION CONCERNING INVESTMENT ALTERNATIVES
	  	 	9	  
	 3.1 Company Common Shares
	  	 	9	  
	 3.2 Plan Interest Rate
	  	 	9	  
	 3.3 Mutual Funds
	  	 	9	  
	 3.4 Valuation
	  	 	10	  
		
	 SECTION 4 VESTING
	  	 	10	  
	 4.1 Vesting of Voluntary Deferred Compensation
	  	 	10	  
	 4.2 Vesting of Company Contributions
	  	 	10	  
	 4.3 Termination For Cause
	  	 	11	  
	 4.4 Change in Control
	  	 	11	  
	 4.5 Forfeitures
	  	 	11	  
		
	 SECTION 5 DISTRIBUTIONS
	  	 	12	  
	 5.1 Distributions
	  	 	12	  
	 5.2 Distribution Dates
	  	 	12	  
	 5.3 Distribution Due to a Change In Control
	  	 	13	  
	 5.4 Form of Distributions
	  	 	13	  
	 5.5 Distributions to Beneficiaries
	  	 	14	  
	 5.6 Designation of Beneficiary
	  	 	14	  
	 5.7 Disclaimers by Beneficiaries
	  	 	15	  
	 5.8 Federal Income Tax
	  	 	15	  
	 5.9 Tax Withholding
	  	 	16	  
	 5.10 ERISA Matters
	  	 	16	  
		
	 SECTION 6 SPENDTHRIFT PROVISIONS
	  	 	17	  
		
	 SECTION 7 ADMINISTRATION
	  	 	17	  
	 7.1 The Company
	  	 	17	  
	 7.2 Claims Procedure
	  	 	17	  
	 7.3 Making a Claim
	  	 	17	  
	 7.4 Requesting Review of a Denied Claim
	  	 	17	  


  
 -i-









 TABLE OF CONTENTS 

(continued) 
  

					
	 	  	Page	 
	 7.5 In General
	  	 	18	  
		
	 SECTION 8 OTHER ADMINISTRATIVE MATTERS
	  	 	18	  
	 8.1 Reporting
	  	 	18	  
	 8.2 Plan Obligor; Status as Unsecured General Creditors
	  	 	18	  
	 8.3 Disclaimer of Employment and Bonus Rights
	  	 	19	  
	 8.4 Administrative Expenses of the Plan
	  	 	19	  
	 8.5 Voting Rights
	  	 	19	  
	 8.6 Governing Law
	  	 	19	  
		
	 SECTION 9 AMENDMENT OR TERMINATION
	  	 	19	  
	 9.1 Amendments to and Termination of Plan
	  	 	19	  
	 9.2 Merger
	  	 	20	  
	 9.3 Applicability to Successors
	  	 	20	  


  
 -ii-









 SECTION 1 
 INTRODUCTION 
 1.1 General Nature and Purpose of the Plan.

 (a) Nature and Purpose. The Royal Bank of Canada US Wealth Accumulation Plan (the
“Plan”) is a nonqualified deferred compensation plan under which a select group of management or highly compensated employees of the Royal Bank of Canada (the “Company”) and its Participating Subsidiaries
(collectively, the “Employers”) may defer receipt of a portion of their compensation until specific in-service or post-employment distribution dates. 

(b) New Deferred Compensation Plan. This Plan is a new plan that is wholly separate from the US Wealth Accumulation
Plan (formerly called the “RBC Dain Rauscher Wealth Accumulation Plan”) that was frozen as of January 1, 2012 (the “Frozen Plan”). The purpose of this Plan is to replace the Frozen Plan with nonqualified deferred
compensation benefits for a select group of management or highly compensated employees of the Employers. Benefits under this Plan are separate from and unrelated to any benefits provided under the Frozen Plan and status as a participant in the
Frozen Plan does not influence eligibility or participation in this Plan. Further, distribution elections for, timing of, and triggering events for contributions made under this Plan are governed by this Plan, not the Frozen Plan. 

(c) Effectiveness. This Plan is effective from and after January 1, 2012. 

1.2 Definitions. 
 “Account Balance” means, for any given date, a Participant’s Voluntary Deferred Compensation and Company Contributions, plus or minus the hypothetical investment performance thereon.

 “Adverse Benefit Determination” means a claim for benefits by a Participant, beneficiary or personal
representative that has been denied in whole or in part. 
 “Affiliate” of any specified Person means any other
Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power
to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; the terms “controlling” and “controlled” have meanings correlative to the
foregoing. 
 “Business” means the chief officer and/or operating committee of each Participating Subsidiary.

 “Cause” means, as determined by the Company or its assignee, in consultation with internal legal counsel,
the occurrence of any one of the following: (a) any act of dishonesty, willful misconduct, negligence, gross negligence, intentional or conscious abandonment or neglect of duty; (b) any failure by the Employee to comply with any written
policy, rule or code, including but not limited to an Employer’s Code of Conduct or Code of Ethics, as applicable; (c) commission of a criminal activity, fraud or embezzlement; (d) violation of any rule or regulation








 
of any self-regulatory agency with which the Employee is licensed, regardless of whether such agency takes disciplinary action against the Employee; (e) the loss or suspension of any license
necessary to perform in the occupation for which Employee was hired, or the commission of any action that would cause Employee to become unbondable; (f) a failure to reasonably cooperate in any investigation or proceeding concerning an Employer
or any Employer Affiliate; (g) any unauthorized disclosure or use of confidential information or trade secrets; (h) any violation of any restrictive covenant, such as a non-compete, non-solicit or non-disclosure agreement, between the
Participant and an Employer or any Employer Affiliate; (i) personal or professional conduct of Employee which, in the reasonable and good faith judgment of the Company or its assignee, injures or tends to injure the reputation of an Employer or
otherwise adversely effects the interests of an Employer; (j) failure to perform Employee’s duties and obligations to a level required by an Employer; or (k) any other act as determined by the Company in good faith; provided,
however, that in the event an Employee is party to an employment agreement with an Employer that contains a different definition of Cause, the definition of Cause contained in such employment agreement will be controlling. 

“Change in Control” means the Company’s sale of (a) at least 75% of the equity or (b) all or
substantially all of the assets of a Participating Subsidiary to a person or entity (or a collection of Persons or entities acting as a group) that is not the Company, an Employer or an Affiliate of either. A Change in Control will be deemed to have
occurred only if such transaction meets the requirements of a “change in control” (as described in Treasury Regulation § 1.409A-3(i)(5)) with respect to the Participating Subsidiary. 

“Code” means the U.S. Internal Revenue Code of 1986, as amended, and includes the regulations and guidance in effect
thereunder. 
 “Committee” means the WAP Committee (or successor committee), and any person, entity or office
to whom the Committee properly delegates any authority related to this Plan. The members of the Committee, if any, serve at the pleasure of the Company, which has the power to appoint and remove members from time to time. 

“Company” means Royal Bank of Canada, a Schedule I bank under the Bank Act (Canada) with its corporate headquarters in
Toronto, Ontario, Canada, and any successor or assign. 
 “Company Contribution” means a contribution by the
Employers, as described in Section 2.3. 
 “Disability” means the Participant’s injury or
illness that both (a) qualifies him or her for benefits under a long-term disability plan covering eligible employees of the Participant’s Employer and (b) causes the Participant to be absent from his or her employment with his or her
Employer for a continuous period of not less than 12 months. 
 “Employee” means an individual classified as a
common law employee by, and on the payroll of, an Employer. 
 “Employers” means the Company and Participating
Subsidiaries. 

  
 -2-









 “ERISA” means the Employee Retirement Income Security Act of 1974, as
amended, and includes the regulations and guidance in effect thereunder. 
 “FICA” means the Federal Insurance
Contribution Act. 
 “Fiscal Year” means the Company’s accounting year, which begins each November 1
and ends each October 31. 
 “Fund Addition Date” means such times as interest or dividends are paid or
other distributions are made in connection with a Mutual Fund. 
 “Gross Cash Compensation” has the meaning
ascribed to “Recognized Compensation” under the Qualified Plan on the first day of each Plan Year to which an election to defer compensation relates. Gross Cash Compensation is Recognized Compensation that is earned by an Employee for
services rendered during a Plan Year, whether or not paid in such Plan Year, and includes any amounts an Employee contributes to the Qualified Plan or an employer-sponsored cafeteria plan from his or her total compensation. Notwithstanding anything
to the contrary, if “Recognized Compensation” includes any distributions from deferred compensation plans, Gross Cash Compensation shall include such amounts only to the extent that any further deferral of such amounts into this Plan does
not cause the imposition of an additional tax under Code Section 409A. 
 “In-Service Payment Date” means
a distribution date, as elected by the Employee on his or her Election, that occurs while the Participant is an Employee (or an employee of an Employer that is an Affiliate). 
 “Loyalty Bonus” means that portion of a Company Contribution made on a Participant’s behalf that the Company deems as related to a “Loyalty Bonus.” 

“Measurement Year” means the period beginning each October 1 and ending each September 30. 

“Mutual Funds” means any of the mutual funds that have been selected by the Committee, as supplemented, replaced or
eliminated from time-to-time at the discretion of the Committee. 
 “Mutual Fund Price” means, unless otherwise
determined by the Committee, the daily reported closing price of an interest in, or units of, the Mutual Funds. 

“NYSE” means the New York Stock Exchange. 
 “Participant” means an individual who has an Account Balance. 

“Participating Subsidiary” means a corporation, now or in the future, affiliated with the Company that adopts, or has
adopted, the Plan. No corporation may become a Participating Subsidiary without prior consent of the Company. Such participation is subject to such limitations as the Company may impose and will cease upon a Change in Control of such Participating
Subsidiary. 

  
 -3-









 “Person” means any individual, sole proprietorship, corporation,
partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, institution, public benefit corporation, entity or government instrumentality, division, agency, body or department.

 “Plan” means the Royal Bank of Canada US Wealth Accumulation Plan, as set forth in this document and as
amended from time to time. 
 “Plan Interest Rate” means an interest rate determined from time to time by the
Committee. 
 “Plan Obligor” means the party that is responsible for satisfaction of amounts payable to
Participants. 
 “Plan Year” means, with respect to a particular year, the 12-month period beginning
January 1 and ending December 31 of such year. 
 “Qualified Plan” means the RBC-U.S.A. Retirement
and Savings Plan, as amended from time to time. 
 “Retirement” means the Separation of a Participant whose age
and years of employment (as determined using the service rules set forth in the Qualified Plan) with the Employers when combined equals 60. 
 “Separation” means the separation of employment from the Employers or any Affiliate of an Employer, as the case may be, of a Participant, other than due to such Participant’s death,
Disability or termination for Cause pursuant to the terms set forth herein. Transfers of employment among the Employers and their Affiliates will not be a “Separation” for purposes of this Plan, and any separation from employment will not
be a “Separation” unless it also constitutes a “separation from service” under Code Section 409A. 

“Total Cash Compensation” means those items of an Employee’s compensation that are coded as “BenSal” in
his or her Employer’s SAP software program. Such items include, for example, base salary, commissions, cash bonuses, amounts vested and distributed under the Unit Award Plan and other cash-based nonqualified deferred compensation plans.

 “Unit Award Plan” means the RBC Capital Markets Unit Award Plan or successor plan, as determined by the
Business, that is in effect from time to time. 
 “Valuation Date” means the business day on which an Account
Balance or distribution is valued. Valuation Dates for purposes of distributions described in SECTION 5 are the following dates (or, if such date does not fall on a business day, the next following business day): 

(a) Section 5.2(a), In-Service Payment Date, the July 1 of each year that a distribution is due a
Participant. 
 (b) Section 5.2(b), Separation or Retirement, the July 1 of each year that a
distribution is due a Participant. 

  
 -4-









 (c) Section 5.2(c), Death: 

(i) The later of: (A) the date of death, and (B) the date of such Participant’s final Voluntary Deferred
Compensation contribution; and 
 (ii) For any contributions made after the date of death, the date of the final
Company Contribution made on behalf of the deceased Participant; and 
 (iii) For any deemed dividends paid after
the Participant’s death pursuant to Section 3.1(b), the dividend payment date. 
 (d)
Section 5.2(c), Disability, the date that the Participant meets the 12-month period of Disability requirement. 
 (e) Section 5.3, Change in Control, the date of the Change in Control. 

“Voluntary Deferred Compensation” means the portion or percentage of an Employee’s Gross Cash Compensation that the
Employee elects to defer to the Plan in accordance with Section 2.2. 
 1.3 Rules of Interpretation. Whenever
appropriate, words used herein in the singular may be read in the plural, or words used herein in the plural may be read in the singular; the masculine may include the feminine and the words “hereof,” “herein” or
“hereunder” or other similar compounds of the word “here” mean and refer to this entire Plan and not to any particular paragraph or section of this Plan unless the context clearly indicates to the contrary. The titles given to
the various sections of this Plan are inserted for convenience of reference only and are not part of this Plan and they will not be considered in determining the purpose, meaning or intent of any provision hereof. Any reference in this Plan to a
statute or regulation will be considered also to mean and refer to any subsequent amendment or replacement of that statute or regulation. 
 SECTION 2 
 DEFERRALS AND DEEMED INVESTMENTS 

2.1 Eligibility. 
 (a) Eligible Employees. Employees eligible to participate in the Plan are any of the select group of management or highly compensated employees of an Employer whose compensation or production
otherwise exceeds a level deemed appropriate by the Company and who are invited to become Participants by the Business or Company. For 2012, and for successive Plan Years unless revised by the Company, the following individuals shall be Eligible
Employees: 
 (i) Employees classified as “Financial Advisors” by their Employer and whose production
levels for the preceding Fiscal Year qualify for President or Chairman Council. 

  
 -5-









 (ii) Employees classified as “Branch Directors” by their Employer
and whose production levels for the preceding Fiscal Year qualify for President or Chairman Council. 
 (iii)
Employees whose employee class is other than “Financial Advisor” or “Branch Director” and who, for the preceding Measurement Year had Total Cash Compensation of at least $1 Million. 

(iv) Employees hired during a Plan Year: 

(1) Whose performance at their prior employer during the 12 months prior to their employment date with an Employer would
have qualified such Employee for President or Chairman Council if they had performed such services while classified as Financial Advisors or Branch Directors by an Employer; or 

(2) Who is subject to an offer letter or employment agreement that guarantees Gross Cash Compensation of at least $1
Million and their employee class is not “Financial Advisor” or “Branch Director.” 
 (b)
Ineligible Employees. 
 (i) Notwithstanding anything in the Plan to the contrary, the following
individuals are ineligible to participate in the Plan, even if they satisfy any of the eligibility criteria described in Section 2.1(a): 
 (1) individuals who are classified as “Institutional Middle Market” by their Employer, and 
 (2) individuals who are employees of a “nonqualified entity,” as that term is described under Code Section 457A. 

(ii) No Voluntary Deferred Compensation, Company Contributions or other benefits are available under the Plan for services
rendered by an Employee: 
 (1) who is excluded pursuant to Section 2.1(b)(i); 

(2) who is a resident of Canada for purposes of the Income Tax Act (Canada) throughout the period during which the
services were rendered; or 
 (3) in Canada, or in connection with a business carried on by an Employer in
Canada, or a combination thereof. 
 2.2 Election to Voluntarily Defer Compensation. Eligible Employees may enroll in the
Plan by electing to make Voluntary Deferred Compensation contributions for the next succeeding Plan Year. 

  
 -6-









 (a) Gross Cash Compensation. Elections for Voluntary Deferred
Compensation contributions of Gross Cash Compensation must be made no later than December 31 of the year immediately preceding the year in which such Voluntary Deferred Compensation will be earned; provided, however, that subject
to such changes as may be determined by the Company, a new Employee who is eligible to participate in the Plan has 30 days from such Employee’s hiring date to submit an Election for such Plan Year. 

(b) Unit Award Plan Distributions. An Employee who is also a participant in the Unit Award Plan may elect to make
Voluntary Deferred Compensation contributions of distributions from the Unit Award Plan, subject to the following: 
 (i) The deferral election must be made no later than within 30 days after the Employee performs the services that earn a contribution to the Unit Award Plan; 

(ii) The deferral election must be for 100% of the distribution (exclusive of any FICA taxes owed on such distribution)
from the Unit Award Plan that relates to such service period, provided, however, that only amounts that vest under the Unit Award Plan at least 12 months after the date the individual makes an election described in paragraph
(i) above may be deferred into this Plan; and 
 (iii) No deferral will be made to this Plan if the
individual is no longer considered an “Employee” or an employee of an Affiliate of an Employer. 
 (c)
Effectiveness of Elections. For a given Plan Year, a written or online election to defer compensation is irrevocable after it is accepted by the Company. An election by an Employee who is first eligible to participate in the Plan during a
given year becomes effective beginning the first day of the month following the date such Election is submitted and accepted by the Company. 
 (d) Limits on Elections. The Business and Company have the discretion to limit the amount of Voluntary Deferred Compensation or the amount of Gross Cash Compensation that may be taken into account
for making Voluntary Deferred Compensation contributions. The Company, which will accept input from the Business, will from time to time establish the maximum percentage of a Participant’s Gross Cash Compensation that he or she may elect to
defer under the Plan. 
 (e) Payroll Deduction. Each payroll period for which a valid Election is in
place, the Voluntary Deferred Compensation will be deferred by payroll reduction. 

  
 -7-









 2.3 Company Contributions. The Employers may make Company Contributions in such other
amount as determined by the Business in its sole discretion. The Business will establish whether and the extent to which a Participant is eligible for a Company Contribution, which may vary from Employee to Employee and may be made based on any
criteria. If an Employee is allocated a Company Contribution, his or her account will be deemed to have been allocated the amount of such Company Contribution on the date determined by the Business. 

2.4 Investments. Plan contributions will be invested in the available hypothetical investments are described in
SECTION 3, as follows: 
 (a) Deferred Compensation. On each Plan Year’s Election, a
Participant (or Employee for the first Election) may choose the form of the hypothetical investment of his or her Voluntary Deferred Compensation and Company Contributions (other than a Company Contribution related to the Loyalty Bonus) by electing
to credit such deferrals for any Plan Year to one or more of the hypothetical investments established by the Committee. If a Participant fails to elect how deferrals are deemed to be invested, such deferred compensation will be deemed to be invested
at the Plan Interest Rate. 
 (b) Company Contributions. Company Contributions that are related to the
Loyalty Bonus will be notionally invested in Company shares. A Participant may diversify his or her Company Contributions related to the Loyalty Bonus and the related investment returns from such a deemed investment in Company common shares at any
time after the Participant reaches age 55 or, if earlier, upon the Participant’s Separation, provided that the applicable Employer classifies such Separation as “retirement” on the applicable separation from service forms. For
this purpose, classification as “retirement” is not necessarily a “Retirement,” as used in this Plan. 
 (c) Investment Fund Exchanges. Subject to such rules as the Company, from time to time and in its sole and absolute discretion, may impose a Participant may elect to have all or a portion of his or
her Account Balance that is not related to Loyalty Bonuses transferred to any other type of hypothetical investment. Participants may initiate an investment fund exchange by submitting a request in writing to the Company in such form as the Company
determines. Requests made during any month to exchange Account Balances for another hypothetical investment will be honored at the time/times determined by the Company. Investments in Company shares that are subject to Section 2.4(b) may
only be exchanged among permitted investments in accordance with Section 2.4(b), unless the Company specifically provides otherwise. 
 2.5 Participant Accounts. Accounts for Participants will be established for bookkeeping purposes only and will not be considered as, or as evidence of the creation of, a trust fund or a transfer or
other segregation of assets for the benefit of the Participants or their estates. Such accounts will be established and credited with the appropriate amounts as provided for in the Plan as of the end of each business day, or in the case of any
Company Contributions determined after the end of the Plan Year, on or around the first business day in January following the end of the Plan Year. 

  
 -8-









 SECTION 3 
 INFORMATION CONCERNING INVESTMENT ALTERNATIVES 
 3.1 Company Common
Shares. 
 (a) Company Common Shares. For any Plan Year, in connection with Company Contributions made
with respect to the Loyalty Bonus and a Participant’s election to have a portion of his or her Voluntary Deferred Compensation and other Company Contributions credited toward Company common shares, the applicable Participant’s account will
be deemed to have been allocated the number of Company common shares, including fractional shares, resulting from dividing such portion of the Participant’s Voluntary Deferred Compensation and Company Contributions allocated to the investment
in Company common shares by the closing price per Company common share on the NYSE as reported on the day of crediting. 
 (b) Dividends on Company Common Shares. At such times as the Company declares dividends on its common shares, an amount equal to the number of Company common shares credited to a Participant’s
account on the record date multiplied by the declared dividend per share in U.S. dollars (such dividend to be calculated without taking into account any and all Canadian withholding taxes to which such dividend might be subject, if actually paid)
will be credited, on the payment date, to such Participant’s account in cash (if dividends are paid in cash) or in Company common shares (if dividends are declared in common shares), or in such other property determined by the Company.

 (c) Additional Purchases of Company Common Shares. All amounts credited to a Participant’s account
as a result of cash dividends will be used on a daily basis (or on such other date as determined by the Company in its sole discretion) to purchase hypothetical Company common shares. The number of additional Company common shares credited to each
Participant’s account after the end of each day due to the hypothetical purchases described in this paragraph will be equal to the number of Company common shares, including fractional shares, derived by dividing the total amount of cash
credited to the Participant’s account as described in this Section 3.1 by the closing price per Company common share on the NYSE as reported on the date of the hypothetical purchase of the Company common shares credited to such
Participant’s account under this Section 3.1. 
 3.2 Plan Interest Rate. Participants may elect to have
all or a portion of their Voluntary Deferred Compensation and Company Contributions (other than a Company Contribution related to the Loyalty Bonus) invested at the Plan Interest Rate. 

3.3 Mutual Funds. 
 (a) Mutual Funds. A Participant may elect to have all or a portion of their Voluntary Deferred Compensation deemed invested in one or more Mutual Funds. A Participant may elect to have all of his
or her Company Contributions (other than those related to the Loyalty Bonus) and, if a Participant is eligible for diversification described 

  
 -9-









 
in Section 2.4(b), Company Contributions related to the Loyalty Bonus, deemed invested in one or more Mutual Funds. Such Participant’s account will be allocated the number of
units (including fractional units) of a Mutual Fund equal to the portion of his or her Account Balance allocated to investments in Mutual Funds divided by the Mutual Fund Price. 

(b) Interest or Dividends on Mutual Funds. On each Fund Addition Date, a determination will be made as to the
number of units (including fractional units) of the Mutual Fund that will be credited to a Participant’s account as of the Fund Addition Date. On the Fund Addition Date, an amount equal to the number of units of the Mutual Fund credited to a
Participant’s account multiplied by the amount of the interest or dividend per unit of the Mutual Fund will be credited to such Participant’s account, or other fund determined by the Committee. Interest payments or other distributions will
be deemed reinvested in additional units of the Mutual Fund at prevailing market prices on the Fund Addition Date. 
 3.4
Valuation. Except for changes resulting from plan investment fund exchanges described in Section 2.4(c), the notional value of a Participant’s accounts will be updated daily through the applicable Valuation Date to reflect any
increases or decreases in the value of the Participant’s hypothetical investment. 
 The account of a Participant with a
hypothetical investment in Mutual Funds will be debited by an amount representing a quarterly fee. The amount of the quarterly fee will be determined by multiplying the value of the Participant’s hypothetical investment in Mutual Funds, as
described above, by a decimal determined by the Company, which for 2012 is 0.000625. The Company will from time to time review this calculation and may change the decimal factor used in this calculation. 

SECTION 4 
 VESTING 
 4.1 Vesting of Voluntary Deferred Compensation. All
Voluntary Deferred Compensation recorded in a Participant’s account will be fully vested at all times. 
 4.2 Vesting of
Company Contributions. Company Contributions in a Participant’s account will vest on the date or dates determined by the Business, in its sole discretion. The Business will announce any prospective change in the vesting schedule with
respect to Company Contributions (and the related investment returns, if any) prior to December 31 of the year preceding each new Plan Year. Unless otherwise amended by the Business, all time period measurements for the vesting schedules
established by the Business will begin on January 1 of the Plan Year following the Plan Year to which a Company Contribution relates. Notwithstanding the foregoing, a Participant’s Company Contributions will immediately vest in full upon:

 (a) the death or Disability of such Participant while an employee of an Employer or an Employer Affiliate; or

 (b) the Separation of a Participant, who prior to Separation and with the consent of his or her Employer, has
met the requirements under the Plan for Retirement 

  
 -10-









 
and who has entered into a non-competition, non-solicitation and related agreement at the request of the Participant’s employer in the form then approved by the Business. The non-competition
agreement will require a Participant, for at least a one-year period, to refrain from participating, directly or indirectly, in any business in which an Employer is engaged at the time of such Participant’s Separation in any geographic area in
which the Employer, as appropriate, is competing at such time; or 
 (c) the Separation of a Participant who,
prior to Separation has entered into a business transition agreement with the Private Client Group, provided that such vesting shall be accelerated only for Company Contributions that the Business deems as other than retention, back-end
recruiting or front-end recruiting, unless a separate agreement between the Participant and an Employer provides otherwise. 

4.3 Termination For Cause. Notwithstanding anything to the contrary in this SECTION 4, if a Participant is
involuntarily terminated for Cause from an Employer or an Employer Affiliate at any time prior to the distribution of his or her Account Balance, upon such Participant’s Separation, his or her Account Balance related to Company Contributions
and related investment returns will be forfeited, regardless of whether the vesting schedule has otherwise been satisfied with respect to such shares or assets, and the proceeds thereof will be deemed returned to the Company. The Company has full
discretionary authority to determine whether a Participant was terminated for Cause, and, if (a) a Participant has a voluntary Separation, and (b) the Company thereafter determines that the Participant could have been involuntary
terminated by an Employer or Employer Affiliate for Cause, then the Participant will be treated as though he or she was involuntarily terminated for Cause for all purposes of this Plan. 

4.4 Change in Control. In the event of a Change in Control of a Participating Subsidiary, each Participant who is employed by such
Participating Subsidiary immediately prior to the date on which the Change in Control is consummated and who, due to the Change in Control (as determined by the Company), is no longer employed by an Employer immediately after the Change in Control
will become vested in his or her Company Contributions as follows: 
 (a) Minimum Vesting. The unvested
portion of each affected Participant’s Company Contributions will be vested pro rata, based on the period of time that has elapsed from the effective date of the contribution to the date of the Change in Control relative to the total vesting
period related to such contribution. Before a Change in Control event, the Company will establish a reasonable method for calculating the pro rata portion of each affected Participant’s Account Balance. 

(b) Discretionary Vesting. The Board has the discretionary authority to vest any amount held in an affected
Participant’s account that remains unvested after the application of paragraph (a) above. In making its determination, the Board may consider the terms of the transaction governing the Change in Control, the financial impact on the
Employers, and any other factors it deems relevant to its determination. 
 4.5 Forfeitures. Except as otherwise
specifically set forth herein, all Company Contributions and related deemed investment returns that are not vested on the Participant’s 

  
 -11-









 
Separation date will be deemed forfeited, and such Participant’s account will be appropriately reduced. 
 SECTION 5 
 DISTRIBUTIONS 

5.1 Distributions. Except as otherwise described below, upon electing to participate in the Plan for a Plan Year, a Participant
will also make an election with respect to the timing of the payment of the amounts credited to such Participant’s account for such Plan Year. 
 5.2 Distribution Dates. 
 (a)
Distribution Pursuant to the In-Service Payment Date. If the Participant selected an In-Service Payment Date, then subject to this SECTION 5 and any other terms and conditions the Company may impose, distributions will be made in
a single payment in the specified year promptly after, but in no event after the 90th day following, July 1 of such year. The Participant’s account will be valued as of the Valuation Date on or immediately preceding the distribution date. With the consent of the Company, a
Participant may change the In-Service Payment Date pursuant to the procedures established by the Company and the restrictions under Code Section 409A, which generally require making a written or online request more than 12 months in advance of
the In-Service Payment Date and selecting a new In-Service Payment Date that will occur at least five years after the originally selected date. 
 (b) Distribution on Separation or Retirement. 
 (i) If
distribution is made due to Separation, distributions will be made in either a lump sum payment or in installments, as selected by the Participant on his or her Election. Available forms of distribution include a single lump sum or, if a Participant
meets the requirements for Retirement at the time of Separation, substantially equal annual installments for up to ten years. 
 (ii) Any single lump sum payment and the first installment of any series of installment payments will be made promptly after, but in no event after the 90th day following, the July 1 of the Plan Year that begins
following the year of Separation, and each annual installment will occur promptly after, but in no event after the
90th day following, the July 1 of each year
thereafter. Subject to reduction as set forth in clause (i) above, each installment will be equal to a fraction of all vested amounts deemed allocated to the Participant’s account, the numerator of such fraction being one and the
denominator being the number of installments remaining to be paid. For example, if the Participant has elected five annual installments, the first installment will be equal to one-fifth of the Participant’s total vested Account Balance on the
date such Account Balance is valued for purposes of the first payment date and the second installment will be equal to one-fourth of the Participant’s account on the date such account is valued for purposes of the second payment date, etc.


  
 -12-









 (iii) If the Participant did not indicate a distribution
date on his or her Election, or if the Election was not timely filed, then distribution of the Account Balance will be made promptly after, but in no event after the 90th day following, the July 1 immediately after the date of vesting. 

(iv) Distributions pursuant to this section will be made pro-rata from all of a Participant’s hypothetical
investments, and the Participant’s account will be valued as of the Valuation Date on or immediately preceding the distribution date. 
 (v) For purposes of Code Section 409A, each installment payment will be treated as a separate single payment. 

(c) Distributions Following Death or Disability. Distributions following death will follow the
procedures set forth in Section 5.5. Distributions following Disability will be made in a single payment to the Participant promptly after, but in no event after the 90th day following, the date the Participant satisfies the definition of Disability. The Participant’s account will be
valued as of the Valuation Date on or immediately preceding the distribution date. 
 5.3 Distribution
Due to a Change In Control. If, as a result of a Change in Control, a Participant’s employer that is a Participating Subsidiary ceases to be a Participating Subsidiary under the Plan, each Participant who is employed by such Participating
Subsidiary immediately prior to the date on which the Change in Control is consummated and who, due to the Change in Control (at the determination of the Company), is no longer employed by a Participating Subsidiary immediately after the Change in
Control will receive his or her vested Account Balance on the date on or promptly after, but in no event after the
90th day following, the date the Change in Control is
consummated. The Participant’s account will be valued as of the Valuation Date on or immediately preceding the distribution date. 
 5.4 Form of Distributions. 
 (a) Distributions of Company
Common Shares. 
 (i) All distributions of hypothetical investments in Company common shares will be in the
form of Company common shares, less the number of common shares equal to the minimum amount necessary to satisfy withholding requirements with respect to all applicable federal, state and local taxes. Any Company common shares distributed under the
Plan will be Company common shares that have been previously issued and that are currently trading in the market, or, subject to the approval of the Board of Directors of the Company and any required regulatory and shareholder approvals, authorized
but previously unissued Company common shares; 
 (ii) The value of each Company common share credited to a
Participant’s account will be equal to the closing price per Company common share on the NYSE as reported for the Valuation Date; and 

  
 -13-









 (iii) All distributions will be in the form of whole Company common shares.
Fractional shares, if any, will be distributed in cash. 
 (b) Distributions of Investments in Mutual
Funds. A Participant’s hypothetical investment in mutual funds will be distributed in cash, less the amount of cash necessary to satisfy withholding requirements with respect to all applicable federal, state and local taxes. The value of a
Participant’s hypothetical investment in Mutual Funds will be determined by multiplying the total number of units of the Mutual Fund credited to the Participant’s account by the Mutual Fund Price, in each case, measured as close as
practicable to the Valuation Date. 
 (c) Distributions of Investment in the Plan Interest Rate. A
Participant’s hypothetical investment in the Plan Interest Rate will be distributed in cash, less the amount of cash needed to satisfy withholding requirements with respect to all applicable federal, state and local taxes. 

Notwithstanding Section 5.4(b) or (c), as applicable, the Company, in its sole and absolute discretion, may cause
distributions with respect to a Participant’s Account Balance to be made, at the Company’s option, in Company common shares that have been previously issued and that are currently trading in the market, or, subject to the approval of the
Board of Directors of the Company and any required regulatory and shareholder approvals, authorized but previously unissued shares; the value of all such shares will be equal to the closing price per Company common share on the NYSE as reported for
the Valuation Date. 
 5.5 Distributions to Beneficiaries. Distribution of the Account Balance, based on the Valuation
Date, of a Participant who dies before any payment to such Participant is made will be made to such Participant’s beneficiary in a single lump sum provided that the Company has received a copy of the death certificate and completed
distribution forms and considers such certificate and forms to be in good order. If the Participant dies after payments have commenced but before distribution is completed, the Participant’s remaining Account Balance will be distributed to the
Participant’s beneficiary in lump sum after the Participant’s death. For purposes of complying with Code Section 409A, such distribution will occur by the end of the calendar year in which the death occurs or by the fifteenth day of
the third month following the date of death, if later. Notwithstanding the foregoing sentence, if the Company is not timely notified of the death of the Participant and therefore cannot reasonably begin or make payments by the distribution deadline
required by Code Section 409A, a lump sum distribution will be made to the beneficiary as soon as possible following the Company’s receipt of the death notification, distribution forms, and death certificate in good order, subject to any
tax, interest, and penalties imposed by Section 409A. 
 5.6 Designation of Beneficiary. Each Participant has the right
to designate in writing or on-line, in form satisfactory to the Company, one or more beneficiaries to receive the unpaid vested balance of the Participant’s account in the event of such Participant’s death, and may change or revoke any
prior beneficiary designation by a similar instrument in writing. Any beneficiary designation must be received by the Company before the Participant’s death. Any beneficiary designation of a Participant’s spouse will be made void in the
event of a divorce. If a Participant fails to designate a beneficiary or, having revoked a prior beneficiary designation, fails 

  
 -14-









 
to designate a new beneficiary, or in the event the Participant’s beneficiary designation fails, in whole or in part, by reason of the prior death of a designated beneficiary, divorce or for
any other cause, then the undistributed vested balance of the Participant’s account, or the portion thereof as to which such designation fails, as the case may be, will be paid to the Participant’s spouse, or if none, the
Participant’s estate. 
 5.7 Disclaimers by Beneficiaries. A beneficiary entitled to a distribution of all or a
portion of a deceased Participant’s accounts may disclaim his or her interest therein subject to the following requirements. To be eligible to disclaim, a beneficiary must be a natural person, must not have received a distribution of all or any
portion of such accounts at the time such disclaimer is executed and delivered, and must have attained at least 21 years of age as of the date of the Participant’s death. Any disclaimer must be in writing and must be executed personally by the
beneficiary before a notary public. A disclaimer will state that the beneficiary’s entire interest in the undistributed accounts is disclaimed or will specify what portion thereof is disclaimed. To be effective, duplicate original executed
copies of the disclaimer must be both executed and actually delivered to the Company after the date of the Participant’s death but not later than 180 days after the date the Company has actual knowledge of the Participant’s death. A
disclaimer will be irrevocable when delivered to the Company. A disclaimer will be considered to be delivered to the Company only when actually received by the Company. The Company will be the sole judge of the content, interpretation and validity
of a purported disclaimer. Upon the filing of a valid disclaimer, the beneficiary will be considered not to have survived the Participant as to the interest disclaimed and any distribution made to the beneficiary will be reversed. A disclaimer by a
beneficiary will not be considered to be a transfer of an interest in violation of the provisions of SECTION 6 and will not be considered to be an assignment or alienation of benefits in violation of any law prohibiting the assignment or
alienation of benefits under this Plan. The Company will not recognize any other form of attempted disclaimer. 
 5.8 Federal
Income Tax. 
 (a) Tax Consequences of Participating in the Plan. The Plan provides that the election
to defer any portion of a Participant’s compensation, and the establishment of a fixed date or schedule for payment, is made prior to the performance of the personal services for an Employer to which the compensation relates. Accordingly, the
Company believes that Participants are not expected to recognize either the deferred amounts or the Company Contributions as ordinary income for federal income tax purposes until such amounts are actually paid or distributed to them by the Company;
provided, that such amounts may still be subject to FICA taxes when deferred to the Plan or become vested under the Plan. Similarly, the Company is not expected to be allowed any income tax deduction on account of the Plan until, and for its
taxable year in which, a Participant recognizes ordinary income hereunder, to the extent such amount satisfies the general rules concerning deductibility of compensation. As described above and in Section 5.9 below, it is expected that
the Company will be required to withhold or otherwise collect income and other payroll taxes upon such amounts as required under Code Section 3402 and certain other Code sections. 

(b) Payment Acceleration for Employment Taxes. Notwithstanding anything to the contrary in the Plan, to the extent
the Company cannot withhold FICA taxes from a 

  
 -15-









 
Participant’s regular payroll checks to cover the FICA taxes owed by a Participant on Company Contributions as they vest, the Company will accelerate distributions under the Plan as
necessary to pay such FICA tax. In no event may the amount of the acceleration exceed the aggregate of the FICA taxes owed by such Participant that cannot be withheld from the Participant’s regular payroll. 

(c) Compliance with Code Section 409A. Except as specifically provided in Section 5.5, it is
intended that any income or payments to a Participant provided pursuant to this Plan will not be subject to the additional tax and interest under Code Section 409A. The provisions of the Plan will be interpreted and construed in favor of
complying with any applicable requirements of Code Section 409A necessary to avoid the imposition of additional tax, interest or penalties under Code Section 409A. 

(d) Participants Should Consult Their Tax Advisors. Due to the complexity of the applicable provisions of the Code,
this summary of certain federal income tax consequences sets forth only the general tax principles affecting the Plan. These general tax principles are subject to changes that may be brought about by subsequent legislation or by regulations and
administrative rulings, which may be applied on a retroactive basis. Neither the Company nor any Participating Subsidiary has obtained, and as a result of various provisions the Plan is not eligible for, a ruling from the Internal Revenue Service
regarding the federal income tax consequences associated with participation in the Plan. Participants may be subject to state or local income taxes as a result of their election to defer compensation pursuant to the Plan, and Participants should
refer to the applicable laws in those jurisdictions. Accordingly, each Plan Participant should consult his or her own tax counsel on questions regarding tax liabilities arising upon any election to defer compensation pursuant to the Plan and any
distributions made to such Participant pursuant to the Plan. 
 5.9 Tax Withholding. All distribution payments will
be treated as wages for tax purposes and therefore will be made net of all applicable income, FICA tax (to the extent not already withheld at the time of deferral or at vesting), payroll and other taxes required to be withheld. In connection with
any event that gives rise to a federal or other governmental tax withholding obligation on the part of the Company or any of its Affiliates relating to amounts under the Plan (including, without limitation, FICA tax), (a) a Participant’s
employer may deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to a Participant, whether or not pursuant to the Plan, or (b) the Company will be entitled to require that the Participant remit cash to the
Company, his or her employer or any of its Affiliates (through payroll deductions or otherwise), in each case in an amount sufficient in the opinion of the Company to satisfy such withholding obligations. 

5.10 ERISA Matters. Although the Plan is not intended to be a tax-qualified plan under Code Section 401, the Plan might be
determined to be an “employee pension benefit plan” as defined by ERISA. If the Plan is determined to be an “employee pension benefit plan,” the Company believes that it constitutes an unfunded plan of deferred compensation
maintained for a select group of management or highly compensated employees and, therefore, exempt from many ERISA requirements. A statement has been filed with the Department of Labor to comply with ERISA reporting and disclosure requirements.


  
 -16-









 SECTION 6 
 SPENDTHRIFT PROVISIONS 
 Neither any Participant nor the personal
representative of any Participant has any transferable interest in the Participant’s account or any right to anticipate, alienate, dispose of, pledge or encumber the same prior to actual receipt of payments in accordance with the rules
described in SECTION 4 and SECTION 5, nor will the same be subject to attachment, garnishment, execution following judgment or other legal process instituted by creditors (including current or former spouses) of the
Participant or the personal representative of the Participant. 
 SECTION 7 

ADMINISTRATION 
 7.1 The Company. The Plan will be administered by the Company. The Company has the full power and sole discretionary authority to make all determinations provided for in the Plan, including,
without limitation, promulgating rules and regulations as the Company considers necessary or appropriate for the implementation and management of the Plan as well as rules to address potential conflicts of interest and determination of a termination
of employment due to Cause under Section 4.3; provided that the Board of Directors of the Company also has the full power and discretionary authority to make determinations with respect to all provisions of the Plan. To further
these administrative provisions, to the extent that the Company has rights or obligations under this Plan such rights or obligations may be performed by any person, entity or office, including employees with compensation and benefits
responsibilities or employees of a Participating Subsidiary, in each case who are authorized by an officer of the Company with respect to this Plan. More information about Plan administration may be obtained by calling US HRSC at 1
(866) 477-3783. 
 7.2 Claims Procedure. If any Participant or his or her estate is in disagreement with any
determination that has been made for payment under this Plan, a claim may be presented to the Company in accordance with procedures set forth in this SECTION 7. 
 7.3 Making a Claim. The claim must be written and must be delivered to the Company within 90 days of the date on which the Participant or beneficiary knows or should have known of his or her claim
for benefits. Within 90 days after the claim is delivered, the claimant will receive either: (a) a decision or (b) a notice describing special circumstances requiring a specified amount of additional time (but no more than 180 days from
the day the claims as delivered) to reach a decision. 
 In the event of an Adverse Benefit Determination, the claimant will
receive a written or electronic notice specifying: (a) the reasons for the determination; (b) the Plan provisions on which the Adverse Benefit Determination is based; (c) any additional information needed in connection with the claim
and the reason such information is needed; and (d) a description of the Plan’s review procedures, including a statement of the Participant’s right to bring a civil action under ERISA Section 502(a) following an Adverse Benefit
Determination upon appeal. Notice of the claimant’s right to request a review (as described in Section 7.4) will also be given to the claimant. 
 7.4 Requesting Review of a Denied Claim. A claimant may request that a denied claim be reviewed. The request for review must be written and must be delivered to the Committee within 60 days after
claimant’s receipt of written or electronic Adverse Benefit 

  
 -17-









 
Determination. A request for review may (but is not required to) include issues and comments that the claimant wants considered in the review, even if such information was not provided in the
initial request for benefits. The claimant may examine pertinent Plan documents, including the records and other documentation, by asking the Committee for such documents. Within 60 days after delivery of a request for review, the claimant will
receive either: (a) a decision; or (b) a notice describing special circumstances requiring a specified amount of additional time (but no more than 120 days from the day the request for review was delivered) to reach a decision. 

The Committee may require the claimant to submit such additional facts, documents or other material as it deems necessary or advisable in
making its review. The Committee will notify the claimant in writing or electronically of its decision. If the Adverse Benefit Determination is confirmed in whole or in part, the communication will set forth: (a) the specific reasons for the
decision; (b) the specific references to the Plan provisions on which the decision is based; (c) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents,
records, or other information relevant to the claim; and (d) a statement regarding the claimant’s right to bring an action under ERISA Section 502(a). 
 7.5 In General. All decisions on claims and on reviews of denied claims will be made by the Committee. The Committee also reserves the right to delegate its authority to make decisions. The
Committee may, in its discretion, hold one or more hearings. If a claimant does not receive a decision within the specified time, the claimant should assume the claim or appeal was denied on the date the specified time expired. The claimant may, at
the claimant’s own expense, have an attorney or other representative act on behalf of the claimant, but the Committee reserves the right to require a written authorization. 

No action at law or in equity may be brought to recover benefits or otherwise enforce the provisions of the Plan unless the Participant
or beneficiary has exhausted all remedies under this SECTION 7. Any action brought after exhaustion of such remedies must be brought within ninety (90) days after the Participant or beneficiary has received final notice of an
Adverse Benefit Determination under Section 7.4. 
 SECTION 8 

OTHER ADMINISTRATIVE MATTERS 
 8.1 Reporting. As soon as administratively feasible after each calendar quarter end, the Company will prepare and make available to each Participant a report showing (a) the amounts credited
to the Participant’s account since the last report from the Company, and (b) the amounts of any distributions made since the last report. At its discretion, the Company may prepare and make available more frequent reports to Participants.

 8.2 Plan Obligor; Status as Unsecured General Creditors. 

(a) The Company will be the Plan Obligor with respect to distributions from all accounts. 

  
 -18-









 (b) All Participants are general unsecured creditors of the Plan Obligor
with respect to amounts payable pursuant to distributions from the accounts. 
 As such, Participants and their estates will not
have any secured or preferred interest by way of trust, escrow, lien or otherwise in any specific assets, of the Employers. The Plan does not require that any hypothetical investments under this Plan be funded by the Company. If the Plan Obligor, in
fact, elects to set aside monies or other assets to meet its obligations under the Plan (there being no obligation to do so) through the creation of a trust or otherwise, such monies or other assets will be subject to the claims of its general
creditors, and neither any Participant nor any beneficiary of any Participant will have a legal, beneficial or security interest therein. 
 8.3 Disclaimer of Employment and Bonus Rights. The Plan is not a contract for employment and does not grant any employee the right to be retained in the employment of the Employers or to obtain any
compensation. Upon dismissal or severance of employment, no Participant will have any right or interest under the Plan, other than as specifically provided herein. 
 8.4 Administrative Expenses of the Plan. Participants will be responsible for all administrative expenses incurred with respect to this Plan and for all administrative expenses and other fees of
this Plan (to the extent such expenses are not paid by the Company), including the costs of outsourced record-keeping (which expenses will be deducted proportionately among Participants’ accounts). 

8.5 Voting Rights. Participants’ accounts under the Plan are bookkeeping accounts and, accordingly, Participants will not
have any voting rights with respect to any common shares or any units or other interests in Mutual Funds deemed allocated to any Participant’s account. 
 8.6 Governing Law. This instrument has been executed and delivered in the State of Minnesota and has been drawn in conformity to the laws of that state to the extent not preempted by federal law
and will be construed and enforced in accordance with the laws of the State of Minnesota. 
 SECTION 9 

AMENDMENT OR TERMINATION 
 9.1 Amendments to and Termination of Plan. The Plan may be amended from time to time or terminated at any time by the Company. Amendments may include, without limitation, (a) ensuring that
neither the Plan Obligors nor the Participants are subject to adverse Canadian or United States tax consequences, (b) modifying the form of distribution of Participants’ accounts and (c) such other amendments as deemed necessary or
desirable; provided, however, that no such amendment or termination will have the effect of (i) reducing the vested portion of amounts already credited to a Participant’s account; (ii) extending the time of distribution
of such Participant’s accounts, without the consent of such Participant and only in a manner permitted by Code Section 409A; or (iii) causing a violation of Code Section 409A. In the event of a termination of the Plan, all
accounts will be deemed vested and amounts credited thereto will be distributed to Participants in accordance with the distribution guidelines under Code Section 409A. 

  
 -19-









 9.2 Merger. The Company may cause all or part of this Plan to be merged with all or a
part of any other nonqualified deferred compensation plan maintained by any company. If the Company agrees to such a merger, the Company will specify in writing the terms and conditions of such merger and may obtain such consents and agreements as
it deems necessary or desirable. 
 9.3 Applicability to Successors. This Plan will be binding upon and inure to the
benefit of the Company and to the extent that the Company is a Plan Obligor under the Plan for any accounts, the Participating Subsidiaries, their successors and assigns, each Participant, his or her personal representatives and any beneficiaries.
If the Company becomes a party to any merger, consolidation or reorganization, this Plan will remain in full force and effect as any obligation of the Company or its successors in interest. 

  
 -20-