AMERIPRISE FINANCIAL

SUPPLEMENTAL RETIREMENT PLAN

 

As Amended and Restated Effective January 1, 2009

 

Article 1
Purpose, Effective Date and Transition Rules

 

1.01.         Purpose .  The Ameriprise Financial Supplemental Retirement Plan (the “Plan”) was adopted by Ameriprise Financial, Inc. effective October 1, 2005, was amended and restated in its entirety effective January 1, 2007 and is hereby amended and restated in its entirety effective January 1, 2009.  The Plan is intended to supplement retirement benefits provided under the Retirement Plan, the 401(k) Plan (for pay periods ending prior to December 31, 2006), and any other retirement and savings plans sponsored by the Company, for a select group of management or highly compensated individuals.  The Plan is intended to be and shall be construed and operated as a “top-hat plan” under Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and Section 2520.104-23 of the United States Department of Labor Regulations.

 

1.02.         Effective Date .  The Plan became effective October 1, 2005.  Effective as of the close of business on September 30, 2005, the American Express Company effectuated the distribution of all of the outstanding securities of Ameriprise Financial, Inc. to the shareholders of the American Express Company in a tax-free spin-off under the Code (the “Spin-Off”).  On that date, the Company ceased to be a participating employer in the American Express Company’s tax-qualified retirement plans and the components of such plans covering Company participants were transferred to new plans established by the Company in a transaction that complied with Section 414(l) of the Code.  In connection with this transaction, the component of the American Express Company Supplemental Retirement Plan (the “AXP Plan”) covering Company participants was similarly transferred to the Company.  Effective as of the close of business on September 30, 2005, the Company and its subsidiaries ceased to be participating companies, and employees and retirees of the Company and its subsidiaries ceased to be participants, in the AXP Plan.  Effective January 1, 2007, the Plan was amended to discontinue contributions to Participants in excess of the limits under the 401(k) Plan for pay periods ending after December 31, 2006, and to reflect certain other design changes.  Effective January 1, 2009, the Plan is hereby amended to comply with the requirements of Section 409A, and to reflect certain other design changes.

 

1.03.         Transition Rules

 

(a)            Opening Account Balances and Participation .  Unless otherwise expressly set forth herein, the account balance as of the close of business on September 30, 2005 of any individual who had accumulated benefits under the AXP Plan, the responsibility for which was transferred to the Company pursuant to the Employee Benefits Agreement by and between the American Express Company and the Company, dated as of September 30, 2005 (the “EBA”), shall be the account balance such Participant had in the AXP Plan immediately before the Spin-Off.  For purposes of this transition rule only, “Participant” shall include individuals with accrued benefits under the AXP Plan, the responsibility for which was transferred to the

 

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Company under the EBA.  A Participant who became an Employee of the Company and Participant under the Plan shall accrue benefits and receive distributions of such benefits, including benefits accrued under the AXP Plan, as set forth below in the Plan.  A Participant who had accrued benefits under the AXP Plan, but did not become an Employee of the Company accruing additional benefits under the Plan, shall have benefits solely as set forth in, and shall receive payments from the Company solely in accordance with, the terms of the AXP Plan as in effect on September 30, 2005.

 

(b)            Plan Elections and Designations .  Notwithstanding anything herein to the contrary and in accordance with the requirements of the EBA, 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 AXP Plan as of September 30, 2005 shall be deemed to be effective with respect to the Plan.  For purposes of this Article 1.03(b), investment elections relating to the American Express Company Stock Fund under the AXP Plan shall be deemed to apply to the Company Stock Fund under the Plan.

 

(c)            Calculation of Limitations .  Notwithstanding anything herein to the contrary, for purposes of calculating the Section 415 Limitations and the Section 401(a)(17) Limitation, compensation and benefits accrued under the AXP Plan (and the underlying AXP qualified retirement plans) and/or while a Participant was employed by the American Express Company or its affiliates during 2005 shall be taken into consideration under the Plan for the 2005 Plan Year.

 

Article 2
Definitions

 

As used in the Plan, the following terms have the meanings indicated below:

 

2.01.         “ Affiliate ” means any corporation or other trade or business under common control with the Company, as further defined in the Company’s Qualified Retirement Plans.

 

2.02.         “ Beneficiary ” means the individual or entity designated by the Participant pursuant to Article 7 and in accordance with procedures established by the Committee to receive benefits under the Plan in the event of the Participant’s death.

 

2.03.         “ Board ” means the board of directors of the Company.

 

2.04.         “ Change in Control ” has the meaning given such term in the Ameriprise Financial 2005 Incentive Compensation Plan, as amended.

 

2.05.         “ Claimant ” has the meaning set forth in Article 12.01.

 

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

 

2.07.         “ Committee ” means the Compensation and Benefits Committee of the Company or such other committee designated by the Board to administer the Plan.   Any reference herein to

 

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the Committee shall be deemed to include any person to whom any duty of the Committee has been delegated pursuant to Article 11.03.

 

2.08.         “ Company ” means Ameriprise Financial, Inc. and any of its subsidiaries and Affiliates which have become participating employers in a Qualified Retirement Plan.

 

2.09.         “ Compensation ” means, with respect to excess benefits calculated with reference to a particular Qualified Retirement Plan, “Compensation” as defined in the applicable Qualified Retirement Plan, as the context implies, provided that the Committee may, in its discretion, designate additional or different items, such as the value of certain equity awards, as Compensation for purposes of one or more of the benefits provided under the Plan.

 

2.10.         “ Deferral Plan ” means the Ameriprise Financial Deferred Compensation Plan, or any similar or successor non-qualified plan for the deferral of compensation in accordance with Section 409A.

 

2.11.         “ Defined Termination ” has the meaning given such term in the Senior Executive Severance Plan.

 

2.12.         “ Employee ” means an elected or appointed officer of the Company or any other individual whom the Committee identifies as an employee of the Company, and whose compensation is reported on a Form W-2, regardless of whether the use of such form is subsequently determined to be erroneous.

 

2.13.         “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

 

2.14.         “ Insiders ” means such Participants who are or may be required to file reports under Section 16(a) of the Exchange Act, with respect to equity securities of  Ameriprise Financial, Inc.

 

2.15.         “ 401(k) Plan ” means the Ameriprise Financial 401(k) Plan, as amended.

 

2.16.         “ Participant ” means an eligible Employee who accrues benefits under the Plan.

 

2.17.         “ Plan Year ” means the calendar year with reference to which benefits are determined under the Plan.

 

2.18.         “ Qualified Retirement Plan ” means the Retirement Plan and/or the 401(k) Plan, as the context may imply.

 

2.19.         “ Retirement Plan ” means the Ameriprise Financial Retirement Plan, as amended.

 

2.20.         “ Section 401(a)(17) Limitation ” refers to the limitation on the dollar amount of Compensation which may be taken into account under the Qualified Retirement Plans under Section 401(a)(17) of the Code.

 

2.21.         “ Section 409A ” means Section 409A of the Code, and the Treasury Regulations promulgated and other official guidance issued thereunder.

 

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2.22.         “ Section 415 Limitations ” refer to the limitations on benefits for defined benefit pension plans and defined contribution plans which are imposed by Section 415 of the Code.

 

2.23.         “ Senior Executive Severance Plan ” means the Ameriprise Financial Senior Executive Severance Plan, as amended.

 

2.24.         “ Termination of Employment ” means a “separation from service” as defined under Section 409A, as determined in accordance with the Company’s Policy Regarding Section 409A Compliance.

 

2.25.         “ Unforeseeable Emergency ” means, with respect to a Participant, a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.  In making its determination, the Committee shall be guided by the prevailing authorities applicable under Section 409A.

 

Article 3
Eligibility

 

3.01.         Automatic Participation .  Participation in the Plan shall be limited to Employees who meet the requirements of Articles 3.02(a) and (b), and shall automatically occur for such Employees; provided, that the Committee may designate, on a case-by-case basis, Employees or categories of Employees who shall not be eligible to participate in all or any portion of the Plan.

 

3.02.         Participation Requirements .  To become a Participant in the Plan, an Employee must:

 

(a)            be a participant under a Qualified Retirement Plan maintained by the Company.  Participation by an Employee in a Qualified Retirement Plan shall be determined pursuant to and in accordance with the eligibility criteria applicable under such Qualified Retirement Plan; and

 

(b)            for the relevant Plan Year:

 

(i)             be credited with Compensation earned from the Company in an amount in excess of the applicable Code Section 401(a)(17) Limitation or accrue benefits under a Qualified Retirement Plan in excess of the Section 415 Limitation; or

 

(ii)            have deferred Compensation under a Deferral Plan and be classified as a level “Grade Band 50” personnel or greater (as such classification is defined by the Committee from time-to-time); provided, however, that the Committee may, in its sole discretion, set a different required pay level or grade for participation in the Plan.

 

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Article 4
Plan Benefits

 

4.01.         Benefits Under the Retirement Plan .  For purposes of this Article 4.01, capitalized terms not otherwise defined herein shall have the same meaning set forth in the Retirement Plan.

 

(a)            Benefits in Excess of Limits Under the Retirement Plan .  If a Participant is a participant under the Retirement Plan, other than a terminated participant, the Company shall establish a book reserve account to be determined as follows:

 

(i)             Initial Book Reserve Account Balance .  A Participant’s initial book reserve account balance shall be zero unless the Participant was a participant in the AXP Plan.  A Participant who was a participant in the AXP Plan shall have an initial book reserve account balance equal to his or her book reserve account balance in the AXP Plan on September 30, 2005.

 

(ii)            Contribution Credits .  There shall be credited to a Participant’s book reserve account, in accordance with Article 4.04, an amount equal to the excess, if any, of:  (x) the Contribution Credits that would have been credited to a Participant’s Defined Benefit Account Balance under the Retirement Plan for the Plan Year if the Plan’s definition of Compensation was used, the Section 401(a)(17) Limitation was ignored, and the Participant had not elected or been required to defer the receipt of any Compensation pursuant to a Deferral Plan, over (y) the actual Contribution Credits credited to the Participant’s Defined Benefit Account Balance under the Retirement Plan for the Plan Year.  In the event a Participant terminates from service as a result of a disability, as determined under the Retirement Plan, this Article 4.01(a)(ii) will apply as if the Section 401(a)(17) Limitation and Section 415 Limitations applied to the deemed Compensation considered by the Retirement Plan.

 

(b)            Additional Years of Service .  Certain Participants, as determined by the Company in its sole discretion, may be deemed to have rendered five additional Years of Service under the Plan.  For each such Participant, subject to such terms and conditions as the Company may impose upon such benefits by special agreement with such Participant (in the event of a conflict with this Article 4.01(b), such special agreement shall control), an additional amount shall be credited to the Participant’s book reserve account equal to the excess, if any of:  (x) the total cumulative Contribution Credits that would have been credited to the Participant’s book reserve account under Article 4.01(a) had the Participant rendered such additional Years of Service under the Retirement Plan, over (y) the actual total cumulative Contribution Credits credited to the Participant’s book reserve account under Article 4.01(a) as of the date the Participant is eligible for such benefits under the Plan.  Subject to the terms of the special agreement with each such Participant, such amounts shall be calculated and credited in accordance with Article 4.04 under procedures to be determined from time to time by the Committee and consistently applied to similarly situated Employees.  Unless otherwise determined by the Committee or agreed in a special agreement with the Participant, amounts credited under this Article 4.01(b) shall be subject to five year vesting, and such amounts shall be forfeited by the Participant if the Participant’s service with the Company terminates for any reason other than death or disability (as defined in the Retirement Plan) before five years of actual service have been rendered to the Company by such Participant.

 

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(c)            Benefits Formula .  The formula of the benefits for a Plan Year under this Article 4.01 shall be determined by the Committee and applied in a uniform manner for all similarly situated Employees.

 

(d)            Benefits Restricted to Vested Portion .  The benefits credited under this Article 4.01 at the time of distribution to a Participant shall be restricted to a Participant’s vested portion.  Unless otherwise expressly provided in the Plan, a Participant’s vested portion shall be determined under the vesting provisions of the Retirement Plan; provided, that vesting shall cease as of the date a Participant commences payment pursuant to Article 6.02.  Any non-vested portion of amounts credited to a Participant hereunder shall be forfeited.

 

(e)            Additional Accounts .  The Committee may, in its sole and exclusive discretion, establish additional book reserve accounts from time to time.  The procedures to reflect and credit increases, decreases, interest, dividends, and other income, gains and losses shall be determined by the Committee in its sole and exclusive discretion.

 

4.02.         Benefits Under the 401(k) Plan .  For purposes of this Article 4.02, capitalized terms not otherwise defined herein shall have the same meaning set forth in the 401(k) Plan.

 

(a)            Benefits in Excess of Limits Under the 401(k) Plan .  If a Participant is a participant in the 401(k) Plan for a Plan Year ending on or before December 31, 2006, the Company shall establish book reserve accounts under the Plan on behalf of such Participant.   A Participant’s initial book reserve account balance shall be zero unless the Participant was a participant in the AXP Plan.  A Participant who was a participant in the AXP Plan shall have an initial balance in each book reserve account equal to such Participant’s book reserve account balance in the equivalent account under the AXP Plan on September 30, 2005.  The following amounts shall be credited to the Participant’s book reserve accounts as described in Article 4.04:

 

(i)             Company Stock Contribution Allocation .  For pay periods ending on or before December 31, 2006, an amount shall be credited to the Participant’s book reserve account for each Plan Year equal to:  (A) one percent, or such other amount as may be set by the Committee for some or all Participants, of the sum of:  (1) the Participant’s Compensation, calculated without the Section 401(a)(17) Limitation or Section 415 Limitations, plus (2) that portion of a Participant’s Compensation deferred during such Plan Year pursuant to a Deferral Plan, minus (B) the amount actually allocated as a Company Stock Contribution to the account of the Participant under the 401(k) Plan.

 

(ii)            Company Profit-Sharing Contribution Allocation .  For pay periods ending on or before December 31, 2006, an amount shall be credited to the Participant’s book reserve account for each Plan Year equal to:  (A) the Company Profit-Sharing Contribution percentage utilized for purposes of the 401(k) Plan for that Plan Year for such Participant times the sum of:  (1) the Participant’s Compensation, calculated without the Section 401(a)(17) Limitation or Section 415 Limitations, plus (2) that portion of a Participant’s Compensation deferred during such Plan Year pursuant to a Deferral Plan, minus (B) the amount actually allocated as a Company Profit-Sharing Contribution to the account of the Participant under the 401(k) Plan.  Unless otherwise expressly provided in the Plan, benefits credited under this Article 4.02(a)(ii) at the time of distribution shall be restricted to a Participant’s vested portion as

 

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determined under the applicable provisions of the 401(k) Plan.  Any non-vested portion of such deferred compensation to be paid shall be forfeited.

 

(iii)           Company Matching Contribution Allocation .  For pay periods ending on or before December 31, 2006, a Company matching contribution, whether or not the Participant actually elects to defer Compensation under the 401(k) Plan, for each Plan Year equal to three percent, or such other amount as may be set by the Committee for some or all Participants, of:  (A) that portion of the Participant’s Compensation which was deferred during the Plan Year pursuant to a Deferral Plan, plus (B) that portion of the Participant’s Compensation (not including the amounts deferred as described in clause (A) above) in excess of the Section 401(a)(17) Limitation, shall be contributed and allocated to the account of a Participant by the Company as a matching contribution on behalf of such Participant; provided, however, for purposes of this Company matching contribution, Compensation shall not be subject to the Section 401(a)(17) Limitation.

 

(b)            Additional Accounts .  The Committee may, in its discretion, establish additional book reserve accounts from time to time.  The procedures to reflect and credit increases, decreases, interest, dividends, and other income, gains and losses shall be determined by the Committee in its sole and exclusive discretion.

 

4.03.         Benefits Upon a Change in Control .  If a Participant who is eligible to receive benefits under the Senior Executive Severance Plan experiences a Defined Termination, then the Participant shall be entitled to an additional benefit under the Plan in an amount equal to the contributions that would have been made by the Company on behalf of the Participant under the Retirement Plan or the Plan (and other similar plans of the Company), during a period equal to the number of weeks of severance pay to which the Participant is entitled under the Senior Executive Severance Plan, as in effect immediately prior to the Change in Control, assuming compensation per week during such period of an amount equal to the Participant’s weekly severance benefit under the Senior Executive Severance Plan (for avoidance of doubt, without consideration of any offsets which may be provided in such plan against severance benefits, such as termination pay, office closing amounts, etc.).  The full amount of such benefit shall be credited to the Participant’s book reserve accounts, as described in Article 4.04, effective as of the date of the Defined Termination.

 

4.04.         Crediting of Accounts

 

(a)            Time and Manner .  Amounts described in this Article 4 shall be credited to a book reserve account established for a Participant at such times and in such manner as may be determined by the Committee.  In making such credits, the Committee shall generally attempt to, but shall not be required to, credit accounts at a time and in a manner as similar as possible to the time and manner for the crediting of similar amounts under the Qualified Retirement Plans; provided that, unless the Committee determines otherwise, amounts credited to an account with respect to the application of the Section 415 Limitations to the Retirement Plan shall be credited upon the commencement of the benefit payment under the Retirement Plan, and may, pursuant to rules determined by the Committee, include for purposes of such calculation years of service, compensation, and other crediting information accrued under the AXP Plan.  The Committee shall apply such procedures consistently to similarly situated Participants.

 

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(b)            Company Stock Contributions .  Amounts described in Article 4.02(a)(i) shall be initially credited to a book reserve account established for a Participant which shall be denominated in units (“Units”).  For purposes of the Plan, the price and value of a Unit shall be determined by the Committee in a manner determined by the Committee to be reasonably consistent with similar determinations made under the 401(k) Plan Company Stock Fund (the “Stock Fund”).

 

(c)            Other Contributions .   Amounts described in Articles 4.02(a)(ii) (profit-sharing contributions), 4.02(a)(iii) (matching contributions) and 4.03 (benefits upon a change in control) shall be credited to a book reserve account established for a Participant which shall contain various subaccounts selected by the Committee in its sole and exclusive discretion, representing the various investment funds available to a Participant under the 401(k) Plan as provided for in the Plan; provided that, unless otherwise determined by the Committee, no subaccount shall be established under the Plan to coincide with any self-directed brokerage account which may be available under the 401(k) Plan.

 

Article 5
Subaccounts, Investment Performance and Transfers

 

5.01.         Earnings Crediting .  For each Participant, the book reserve accounts established pursuant to Article 4.01 shall be increased by the Imputed Earnings Credit (as such term is defined in the Retirement Plan), not less frequently than annually, under procedures and at times determined by the Committee and consistently applied for similarly situated Participants.  Such earnings shall be credited at the same interest rate and computed in a similar manner (to the extent administratively feasible) as Imputed Earnings Credits are computed under the Retirement Plan for each Plan Year.

 

5.02.         Performance of Company Stock .  Subject to Article 5.06, and to such rules as may be adopted by the Committee, the performance of the book reserve account established for each Participant pursuant to Article 4.04(b) shall reflect the performance of the Stock Fund.  Such book reserve account shall reflect such increases or decreases in value from time to time, whether from dividends, gains, losses or otherwise, as may be experienced by the Stock Fund.  Subject to Article 9, and to such rules as may be adopted by the Committee, a Participant may elect to transfer credits to the book reserve account established pursuant to Article 4.04(b) to or from such account to or from one or more subac