AMERIPRISE FINANCIAL

DEFERRED COMPENSATION PLAN

 

As Amended and Restated Effective January 1, 2009

 

Purpose

 

The purpose of the Plan is to provide specified benefits to a select group of management or highly compensated Employees who contribute materially to the continued growth, development and future business success of Ameriprise Financial, Inc. and its subsidiaries.  The Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA.

 

Article 1
Definitions

 

For purposes of the Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the meanings indicated in this Article 1:

 

1.01.       “ Aggregate Vested Balance ” shall mean, with respect to the Plan Accounts of any Participant as of a given date, the sum of the amounts that have become vested under all of the Participant’s Plan Accounts, as adjusted to reflect all applicable Investment Adjustments and all prior withdrawals and distributions, in accordance with Article 6 of the Plan and the provisions of the applicable Annual Enrollment Materials.

 

1.02.       “ Amended Distribution Election Form ” shall mean the written form required by the Committee to be signed and submitted by a Participant to effect a permitted change in the Distribution Election previously made by the Participant under any Distribution Election Form.

 

1.03.       “ Annual Deferral Account ” shall mean a Participant’s Annual Participant Deferral for a Plan Year, as adjusted to reflect all applicable Investment Adjustments and all prior withdrawals and distributions in accordance with Article 6 and the provisions of the applicable Annual Enrollment Materials.

 

1.04.       “ Annual Discretionary Allocation ” shall mean the aggregate amount credited by a Participant’s Employer to a Participant in respect of a particular Plan Year under Article 5.

 

1.05.       “ Annual Discretionary Allocation Account ” shall mean a Participant’s Annual Discretionary Allocation for a Plan Year, as adjusted to reflect all applicable Investment Adjustments and all prior withdrawals and distributions in accordance with Article 6 and the provisions of the applicable Annual Enrollment Materials.

 

1.06.       “ Annual Election Form ” shall mean the written form required by the Committee to be signed and submitted by a Participant in connection with the Participant’s deferral election with respect to a given Plan Year.

 

1.07.       “ Annual Enrollment Forms ” shall mean, for any Plan Year, the Annual Election Form, the Distribution Election Form and any other forms or documents which may be required of a Participant by the Committee, in its sole discretion.

 

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1.08.       “ Annual Enrollment Materials ” shall mean, for any Plan Year, the Annual Enrollment Forms and any other forms, documents or materials concerning the terms of any Annual Participant Deferral, Annual Match or Annual Discretionary Allocation for such Plan Year.

 

1.09.       “ Annual Match ” shall mean the aggregate amount credited by a Participant’s Employer to a Participant in respect of a particular Plan Year under Article 4.

 

1.10.       “ Annual Match Account ” shall mean a Participant’s Annual Match for a Plan Year, as adjusted to reflect all applicable Investment Adjustments and all prior withdrawals and distributions in accordance with Article 6 and the provisions of the applicable Annual Enrollment Materials.

 

1.11.       “ Annual Participant Deferral ” shall mean the aggregate amount deferred by a Participant in respect of a particular Plan Year under Article 3.

 

1.12.       “ Board ” shall mean the board of directors of the Company.

 

1.13.       “ Change in Control ” shall mean any transaction or series of transactions that constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, in each case within the meaning of Section 409A.

 

1.14.       “ Claimant ” shall have the meaning set forth in Article 12.01.

 

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

 

1.16.       “ Committee ” shall mean the Compensation and Benefits Committee of the Company or such other committee designated by the Board to administer the Plan.   Any reference herein to the Committee shall be deemed to include any person to whom any duty of the Committee has been delegated pursuant to Article 11.02.

 

1.17.       “ Company ” shall mean Ameriprise Financial, Inc., a Delaware corporation, and any successor to all or substantially all of its assets or business.

 

1.18.       “ Company Stock ” shall mean the common stock, par value $0.01 per share, of the Company.

 

1.19.       “ Company Stock Fund ” shall mean the Investment Option that relates to the performance of Company Stock.

 

1.20.       “ Designation Date ” shall mean the date or dates as of which a designation of investment directions by a Participant pursuant to Article 6, or any change in a prior designation of investment directions by a Participant pursuant to Article 6, shall become effective.  The Designation Date in any Plan Year shall be determined by the Committee; provided, however,

 

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that each trading day of the New York Stock Exchange shall be available as a Designation Date unless the Committee selects different Designation Dates.

 

1.21.       “ Disability ” shall mean, with respect to a Participant, the Participant (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of the Participant’s Employer.  In making its determination, the Committee shall be guided by the prevailing authorities applicable under Section 409A.

 

1.22.       “ Distribution Election ” shall mean an election made in accordance with Article   7.01.

 

1.23.       “ Distribution Election Form ” shall mean the written form required by the Committee to be signed and submitted by a Participant with respect to a Distribution Election for a given Plan Year.

 

1.24.       “ Elective Deductions ” shall mean the deductions made from a Participant’s Eligible Compensation for amounts voluntarily deferred or contributed by the Participant pursuant to all qualified and non-qualified compensation deferral plans, including, without limitation, amounts not included in the Participant’s gross income under Sections 125, 132(f)(4), 402(e)(3) or 402(h) of the Code; provided, however, that all such amounts would have been payable in cash to the Employee had there been no such plan.

 

1.25.       “ Eligible Compensation ” shall mean, for any Plan Year, the base salary, bonus or other items of compensation, including any Elective Deductions, designated by the Committee in the applicable Annual Enrollment Materials as eligible for deferral under the Plan for such Plan Year.

 

1.26.       “ Employee ” shall mean a person who is an employee of any Employer, as determined by the Committee in its sole discretion.

 

1.27.       “ Employer ” shall mean, as applicable, the Company or any of its subsidiaries listed on Schedule A attached hereto, as such Schedule A may be amended by the Committee, in its sole discretion, from time to time.

 

1.28.       “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time, and all regulations, interpretations and administrative guidance issued thereunder.

 

1.29.       “ Investment Adjustment ” shall mean an adjustment made to the balance of any Plan Account in accordance with Article   6.02 to reflect the performance of an Investment Option pursuant to which the value of the Plan Account or portion thereof is measured.

 

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1.30.       “ Investment Agent ” shall mean the person appointed by the Committee or the Trustee to invest the Plan Accounts of Participants, or if no person is so designated, the Committee.

 

1.31.       “ Investment Option ” shall mean a hypothetical investment made available under the Plan from time to time by the Committee for purposes of valuing Plan Accounts.  In the event that an Investment Option ceases to exist or is no longer to be an Investment Option, the Committee may designate a substitute Investment Option for the discontinued hypothetical investment.

 

1.32.       “ Newly Eligible Employee ” shall mean an Employee who becomes eligible to participate in the Plan during a Plan Year and who has not previously participated in the Plan or an elective or non-elective account-balance deferred compensation arrangement (as defined for purposes of Section 409A) of the Company, an Employer or any entity other than the Company with whom the Company would be considered a single employer under Sections 414(b) or 414(c) of the Code, as determined by the Committee and to the extent permissible under Section 409A.

 

1.33.       “ Participant ” shall mean any eligible Employee (a) who is in a classification of Employees designated by the Committee to participate in the Plan or who is otherwise selected by the Committee to participate in the Plan, (b) who elects to participate in the Plan and signs the applicable Annual Election Forms or is credited with an Annual Discretionary Allocation under Article 5, (c) who commences participation in the Plan, and (d) whose participation in the Plan has not terminated.  A spouse or former spouse of a Participant shall not be treated as a Participant in the Plan or have an account balance under the Plan, even if he or she has an interest in the Participant’s benefits under the Plan as a result of applicable law or property settlements resulting from legal separation or divorce.

 

1.34.       “ Plan ” shall mean the Ameriprise Financial Deferred Compensation Plan, which shall be evidenced by this instrument and by the Annual Enrollment Materials, as they may be amended from time to time.

 

1.35.       “ Plan Accounts ” shall mean the Annual Deferral Accounts, Annual Match Accounts and Annual Discretionary Allocation Accounts established under the Plan.

 

1.36.       “ Plan Year ” shall mean the 12-month period beginning on January 1 of each calendar year and ending on December 31 of such calendar year.

 

1.37.       “ Reporting Person ” shall mean an Employee who is subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended.

 

1.38.       “ Retirement ” shall mean, with respect to a Participant, the Participant’s Termination of Employment on or after the date that such Participant becomes Retirement Eligible.

 

1.39.       “ Retirement Eligible ” shall mean, with respect to a Participant, that the Participant has attained age 55 and has completed ten or more Years of Service with the Company or its affiliates.

 

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

 

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

 

1.42.       “ Trust ” shall mean a trust established in accordance with Article 13.

 

1.43.       “ Trustee ” shall mean the trustee of the Trust.

 

1.44.       “ Unforeseeable Emergency ” shall mean, 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.

 

1.45.       “ Years of Service ” shall mean the total number of actual or deemed full Plan Years during which a Participant has been continuously employed by one or more Employers.  For purposes of determining a Participant’s Years of Service, such Participant’s service with American Express Company will be taken into account if and to the extent, and in accordance with, the provisions of the Employee Benefits Agreement by and between American Express Company and the Company, dated as of September 30, 2005.  Any partial Plan Year during which a Participant has been employed by an Employer shall not be counted.

 

Article 2
Transition Rule

 

2.01.       Opening Plan Account Balances and Participation .  Unless otherwise expressly set forth herein, the Plan Account balance as of the closing date of the Stock Purchase Agreement, dated as of August 12, 2008, by and between Block Financial LLC, Ameriprise Financial, Inc. and H&R Block, Inc. (the “Stock Purchase Agreement”), of any individual who had accumulated benefits under the H&R Block Financial Advisors, Inc. Deferred Compensation Plan (the “HRBFA Plan”), the responsibility for which was transferred to the Company pursuant to the Stock Purchase Agreement, shall be the account balance such Participant had in the HRBFA Plan on October 31, 2008 (the “Closing Date”).

 

2.02.       Plan Elections and Designations .  Notwithstanding anything herein to the contrary and in accordance with the requirements of the Stock Purchase Agreement, all beneficiary designations, deferral election forms, distribution election forms, and qualified domestic relations orders creating rights for alternate payees in effect under the HRBFA Plan as of the Closing Date shall be deemed to be effective with respect to the Plan.

 

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Article 3
Annual Participant Deferrals

 

3.01.       Selection by Committee .  Participation in the Plan with respect to Annual Participant Deferrals shall be limited to a select group of management or highly compensated Employees of the Employers who are in a classification of Employees designated by the Committee in its sole discretion.  For each Plan Year, the Committee may select from that group, in its sole discretion, the Employees who shall be eligible to make an Annual Participant Deferral in respect of that Plan Year.  The Committee’s selection of an Employee to make an Annual Participant Deferral in respect of a particular Plan Year will not entitle that Employee to make an Annual Participant Deferral for any subsequent Plan Year, unless the Employee is again selected by the Committee to make an Annual Participant Deferral for such subsequent Plan Year.

 

3.02.       Enrollment Requirements for Annual Participant Deferrals .  As a condition to being eligible to make an Annual Participant Deferral for any Plan Year, each selected Employee shall complete, execute and return to the Committee each of the required Annual Enrollment Forms no later than the last day of the immediately preceding Plan Year or such earlier date as the Committee may establish from time to time, and in accordance with the requirements of Section 409A.  The Committee may in its discretion permit a Newly Eligible Employee to complete, execute and return to the Committee each of the required Annual Enrollment Forms no later than 30 days following the date on which such Employee first becomes eligible to participate in the Plan or such earlier date as the Committee may establish from time to time.  An Employee’s Annual Election Form shall be irrevocable once filed with the Committee, and may only be suspended pursuant to Article 3.07.

 

3.03.       Participant Deferrals .

 

(a)          Deferral Election .  The Committee shall have sole discretion to determine in respect of each Plan Year:  (i) whether a Participant shall be eligible to make an Annual Participant Deferral; (ii) the items of Eligible Compensation which may be the subject of any Annual Participant Deferral for that Plan Year; and (iii) any other terms and conditions applicable to the Annual Participant Deferral.  The Participant’s election shall be evidenced by an Annual Election Form completed and submitted to the Committee in accordance with the procedures established by the Committee, in its sole discretion.  The amounts deferred by a Participant in respect of services rendered during a Plan Year shall be referred to collectively as an Annual Participant Deferral and shall be credited to an Annual Deferral Account established in the name of the Participant.  A separate Annual Deferral Account shall be established and maintained for each Annual Participant Deferral.

 

(b)          Minimum and Maximum Deferrals .  The Committee may from time to time designate in the Annual Enrollment Materials for a given Plan Year a minimum or maximum amount or percentage of Eligible Compensation that a Participant may elect to defer under the Plan with respect to that Plan Year.

 

(c)          Deferral Designations .  A Participant may designate the amount of the Annual Participant Deferral to be deducted from his or her Eligible Compensation as specified

 

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in the applicable Annual Enrollment Materials for a given Plan Year, which may provide for deferrals to be expressed as either a percentage or a fixed dollar amount of a specified item of Eligible Compensation expected by the Participant, as determined by the Committee.  If a Participant designates the Annual Participant Deferral to be deducted from any item of Eligible Compensation as a fixed dollar amount and such fixed dollar amount exceeds the amount of such item of Eligible Compensation actually payable to the Participant, the entire amount of such item of Eligible Compensation shall be withheld.

 

(d)          Deferral Deductions .  Annual Participant Deferral shall be deducted from the items of Eligible Compensation as follows:  (i) for periodic payments (e.g., salary), in substantially equivalent amounts from each periodic payment during the Plan Year; and (ii) for one-time payments (e.g., bonuses), at the time the compensation would otherwise have been paid to the Participant.

 

3.04.       Commencement of Participation .  Provided an Employee has met all enrollment requirements set forth in the Plan in respect of a particular Plan Year and any other requirements imposed by the Committee, including signing and submitting all Annual Enrollment Forms to the Committee within the specified time period, the Employee’s designated deferrals shall commence as of the first day of the particular Plan Year.  In the case of a Newly Eligible Employee, designated deferrals shall commence as of the date such Employee’s Annual Enrollment Forms are received by the Committee, which shall be no later than 30 days following the date on which such Employee first became eligible to participate in the Plan, and such Annual Election Form shall apply only with respect to compensation earned for services performed subsequent to the time such Annual Election Form is received by the Committee.  If an Employee fails to meet all such requirements within the specified time period with respect to any Plan Year, the Employee shall not be eligible to make any deferrals for that Plan Year.

 

3.05.       Subsequent Plan Year Participant Deferrals .  The Annual Enrollment Forms submitted by a Participant in respect of a particular Plan Year will not be effective with respect to any subsequent Plan Year.  If an Employee is selected to participate in the Plan for a subsequent Plan Year and the required Annual Enrollment Forms are not timely delivered for the subsequent Plan Year, the Participant shall not be eligible to make any deferrals with respect to such subsequent Plan Year.

 

3.06.       Vesting .  A Participant shall be vested in all amounts credited to his or her Annual Deferral Account as of the date such amounts are credited to such Participant’s Annual Deferral Account.

 

3.07.       Suspension of Deferrals .

 

(a)          Unforeseeable Emergencies .  If a Participant experiences an Unforeseeable Emergency, the Participant may petition the Committee to suspend any deferrals required to be made by the Participant.  A petition shall be made on the form required by the Committee to be used for such request and shall include all financial information requested by the Committee in order to make a determination on such petition, as determined by the Committee in its sole discretion.  Subject to the requirements of Section 409A, the Committee

 

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shall determine, in its sole discretion, whether to approve the Participant’s petition.  If the petition for a suspension is approved, suspension shall take effect upon the date of approval.  Notwithstanding the foregoing, the Committee shall not have any right to approve a request for suspension of deferrals if such approval (or right to approve) would cause the Plan to fail to comply with, or cause a Participant to be subject to a tax under the provisions of Section 409A.

 

(b)          Disability .  From and after the date that a Participant is deemed to have suffered a Disability, any standing deferral election of the Participant shall automatically be suspended and no further deferrals shall be made with respect to the Participant.

 

(c)          Resumption of Deferrals .  If deferrals by a Participant have been suspended during a Plan Year due to an Unforeseeable Emergency or a Disability, the Participant will not be eligible to make any further deferrals in respect of that Plan Year.  The Participant may be eligible to make deferrals for subsequent Plan Years provided the Participant is selected to make deferrals for such subsequent Plan Years and the Participant complies with the election requirements under the Plan.

 

Article 4
Annual Match

 

4.01.       Selection by Committee .  Participation in the Plan with respect to an Annual Match shall be limited to a select group of management or highly compensated Employees of the Employers who are in a classification of Employees designated by the Committee in its sole discretion.  For each Plan Year, the Committee may select from that group, in its sole discretion, the Employees who shall be eligible to receive an Annual Match in respect of that Plan Year.  The Committee’s selection of an Employee to receive an Annual Match in respect of a particular Plan Year will not entitle that Employee to receive an Annual Match for any subsequent Plan Year, unless the Employee is again selected by the Committee to receive an Annual Match for such subsequent Plan Year.

 

4.02.       Annual Match .  A Participant may be credited with a discretionary matching allocation in respect of any Plan Year, pursuant to and as described in the Annual Enrollment Materials for such Plan Year.  Such discretionary matching allocation credited to a Participant in respect of a Plan Year shall be referred to as the Annual Match for that Plan Year and shall be credited to an Annual Match Account in the name of the Participant.  A separate Annual Match Account shall be established and maintained for each Annual Match.  The Committee shall have sole discretion to determine in respect of each Plan Year and each Participant:  (a) whether any Annual Match shall be made; (b) the Participant(s) who shall be entitled to such Annual Match; (c) the amount of such Annual Match; (d) the date(s) on which any portion of such Annual Match shall be credited to each Participant’s Annual Match Account; (e) the vesting terms applicable to such Annual Match; (f) the Investment Option(s) that shall apply to such Annual Match; and (g) any other terms and conditions applicable to such Annual Match.

 

4.03.       Vesting .  A Participant shall be vested in his or her Annual Match Account in respect of each given Plan Year as set forth in the Annual Enrollment Materials for such Plan Year.  The vesting terms of Annual Match Accounts set forth in the Annual Enrollment Materials shall be established by the Committee in its sole discretion and may vary for each

 

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Participant and each Plan Year.  Notwithstanding anything to the contrary contained in the Plan or any of the Annual Enrollment Materials, the Committee shall have the authority, exercisable in its sole discretion, to accelerate the vesting of any amounts credited to any Plan Account of any Participant.

 

Article 5
Annual Discretionary Allocation

 

5.01.       Selection By Committee .  Participation in the Plan with respect to an Annual Discretionary Allocation shall be limited to a select group of management or highly compensated Employees of the Employers who are in a classification of Employees designated by the Committee in its sole discretion.  For each Plan Year, the Committee may select from that group, in its sole discretion, the Employees who shall be eligible to receive an Annual Discretionary Allocation in respect of that Plan Year.  The Committee’s selection of an Employee to receive an Annual Discretionary Allocation in respect of a particular Plan Year will not entitle that Employee to receive an Annual Discretionary Allocation for any subsequent Plan Year, unless the Employee is again selected by the Committee to receive an Annual Discretionary Allocation for such subsequent Plan Year.

 

5.02.       Annual Discretionary Allocation .  A Participant may be credited with one or more other discretionary allocations in respect of any Plan Year, expressed as either a flat dollar amount or as a percentage of one or more items of the Participant’s Eligible Compensation for the Plan Year, or any combination of the foregoing.  Such discretionary allocations credited to a Participant in respect of a Plan Year shall be referred to collectively as the Annual Discretionary Allocation for that Plan Year and shall be credited to an Annual Discretionary Allocation Account in the name of the Participant.  A separate Annual Discretionary Allocation Account shall be established and maintained for each Annual Discretionary Allocation.  The Committee shall have sole discretion to determine in respect of each Plan Year and each Participant:  (a) whether any Annual Discretionary Allocation shall be made; (b) the Participant(s) who shall be entitled to such Annual Discretionary Allocation; (c) the amount of such Annual Discretionary Allocation; (d) the date(s) on which any portion of such Annual Discretionary Allocation shall be credited to each Participant’s Annual Discretionary Allocation Account; (e) the Investment Option(s) that shall apply to such Annual Discretionary Allocation; and (f) any other terms and conditions applicable to such Annual Discretionary Allocation.

 

5.03.       Vesting .  A Participant shall be vested in his or her Annual Discretionary Allocation Account in respect of each given Plan Year as set forth in the Annual Enrollment Materials for such Plan Year.  The vesting terms of Annual Discretionary Allocation Accounts set forth in the Annual Enrollment Materials shall be established by the Committee in its sole discretion and may vary for each Participant and each Plan Year.  Notwithstanding anything to the contrary contained in the Plan or any of the Annual Enrollment Materials, the Committee shall have the authority, exercisable in its sole discretion, to accelerate the vesting of any amounts credited to any Plan Account of any Participant.

 

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Article 6
Investment Options, Investment Adjustments and Taxes

 

6.01.       Investment Options .

 

(a)          The Committee shall establish from time to time the Investment Option(s) that will be available under the Plan.  At any time, the Committee may, in its discretion, add one or more additional Investment Options under the Plan, and in connection with any such addition, may permit Participants to select from among the then-available Investment Options under the Plan to measure the value of such Participants’ Plan Accounts.  In addition, the Committee, in its sole discretion, may discontinue any Investment Option at any time, and provide for the portions of Participants’ Plan Accounts and future deferrals designated to the discontinued Investment Option to be reallocated to another Investment Option(s).

 

(b)          Subject to such limitations, operating rules and procedures as may from time to time be required by law; imposed by the Committee, the Trustee or their designated agents; contained elsewhere in the Plan; or set forth in any Annual Enrollment Materials, each Participant may communicate to the Investment Agent a direction (in accordance with this Article 6) as to how his or her Plan Accounts should be deemed to be invested among the Investment Options made available by the Committee; provided, however, that a Participant’s ability to select Investment Options with respect to his or her Annual Match Account and Annual Discretionary Allocation Account is subject to, and may be limited by, the Committee’s discretion under Article 4.02 and Article 5.02 to designate the Investment Options that shall apply to all or a portion of such Annual Match Account or Annual Discretionary Allocation Account.  The Participant’s investment directions shall designate the percentage (in any whole percent multiples, which must total 100 percent) of the portion of the subsequent contributions to the Participant’s Plan Accounts which is requested to be deemed to be invested in such Investment Options, and shall be subject to the rules set forth below.  The Investment Agent shall invest the assets of the Participant’s Plan Accounts in accordance with the directions of the Participant except to the extent that the Committee directs it to the contrary.  The Committee has the authority, but not the requirement, in its sole and absolute discretion, to direct that a Participant’s Plan Accounts be invested among such investments as it deems appropriate and advisable, which investments need not be the same for each Participant.

 

(c)          Any initial or subsequent investment direction shall be in writing to the Investment Agent on a form supplied by the Company, or, as permitted by the Investment Agent, may be by oral designation or electronic transmission designation to th