accordance with the Participant’s Distribution Election for such Annual Deferral Account in effect at the time of distribution.

Article 5

Annual Stock Matches

5.01                           Annual Stock Match.  The Committee shall have sole discretion to determine in respect of each Plan Year and each Participant:  (a) whether any Annual Stock Match shall be made; (b) the Participant(s) who shall be entitled to such Annual Stock Match; (c) the amount of such Annual Stock Match, which shall be expressed as a percentage of the Participant’s Elected Amount, less the amount of Return of Excess Deferrals, if any, under Section 4.05(b) (the “Match Amount”); and (d) any other terms and conditions applicable to such Annual Stock Match.  The Committee’s selection of an Eligible Financial Advisor who is entitled to receive an Annual Stock Match in respect of a particular Plan Year will not entitle that Advisor to receive an Annual Stock Match for any subsequent Plan Year, unless such Advisor is again selected by the Committee to receive an Annual Stock Match for such subsequent Plan Year.  If an Eligible Financial Advisor fails to meet the requirements for an Annual Stock Match with respect to a Plan Year, such Eligible Financial Advisor shall not be eligible to receive an Annual Stock Match with respect to such Plan Year.

5.02                           Annual Stock Match Account.  If a Participant meets the Minimum Eligible Compensation Requirement (as described in Section 4.01(c)) for a Plan Year, the Committee may credit.  If a Participant receives an Annual Stock Match in a Plan Year, the Participant’s Annual Stock Match Account will be credited with the Match Amount on the Stock Match Crediting Date.  A separate Annual Stock Match Account shall be established and maintained for each Participant and each Annual Stock Match.  The number of Share Units to be credited for such Plan Year on the Stock Match Crediting Date shall be equal to the quotient of:  (A) the Match Amount, divided by (B) the Stock Match Market Value of a share of Company Stock.  Fractional Share Units, if any, will be credited to the Participant’s Annual Stock Match Account and rounded to three decimal places.  The Committee may, but is not required to, make available other investment benchmarks from time to time to measure the value of a Participant’s Annual Stock Match Accounts.

5.03                           Vesting.  A Participant shall be vested in his or her Annual Stock 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 Stock Match Accounts set forth in the Annual Enrollment Materials shall be established by the Committee in its sole discretion and may vary for each Participant, for each type of account and for each Plan Year.  As of the date of a Participant’s Termination of Franchise Agreement (including a termination for Cause as defined in Section 17 of the Franchise Agreement), the amounts credited to the Participant’s Stock Match Accounts shall be reduced by the amount which has not become vested in accordance with the vesting provisions set forth below and in the Annual Enrollment Materials applicable to such Stock Match Account, and such unvested amounts shall be forfeited by the Participant.  Notwithstanding anything to the contrary contained in the Plan or any Annual Enrollment Materials, the Committee shall have the authority, exercisable in its sole discretion, to accelerate the vesting of any amounts credited to any Annual Stock Match Account of any Participant.

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5.04                           Payment Medium.  The distribution of a Participant’s Stock Match Account for a given Plan Year shall be paid in Company Stock or in cash, in the sole discretion of the Participant; provided, however, if a Participant elects to receive payment in Company Stock, any fractional Share Units shall be paid in cash.  A Participant’s election to receive the distribution of his or her Stock Match Account, if any, for a given Plan Year shall be made in the Annual Enrollment Materials for that Plan Year or in such other manner permitted by the Committee.  If a Participant does not elect the payment medium for his or her Stock Match Account for a given Plan, the Participant will be deemed to have elected to receive the distribution of such Stock Match Account in Company Stock.

5.05                           Payment of Stock Match Accounts.  Except as otherwise provided by Article 9, if a Participants elects to have the distribution of the Stock Match Account for a given Plan Year to be paid in cash, each portion of such Stock Match Account shall be distributed as soon as practicable following the vesting of that portion of the Stock Match Account, but in no event later than March 15 of the calendar year immediately following the calendar year in which that portion vests.  If a Participants elects to have the distribution of the Stock Match Account for a given Plan Year to be paid in Company Stock, such Stock Match Account shall be distributed at the same time as the Participant’s Annual Deferral Account for that Plan Year.

Article 6

Annual Discretionary Allocations

6.01                           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 (the “Annual Discretionary Allocation Amount”).  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) when any Annual Discretionary Allocation shall be made; (c) the Participant(s) who shall be entitled to such Annual Discretionary Allocation; (d) the amount of such Annual Discretionary Allocation; and (e) any other terms and conditions applicable to such Annual Discretionary Allocation.  The Committee’s selection of an Eligible Financial Advisor to receive an Annual Discretionary Allocation in respect of a particular Plan Year will not entitle that Advisor to receive an Annual Discretionary Allocation for any subsequent Plan Year, unless such Advisor is again selected by the Committee to receive an Annual Discretionary Allocation for such subsequent Plan Year.

6.02                           Annual Discretionary Allocation Account.  If the Committee determines to credit a Participant with an Annual Discretionary Allocation in a Plan Year, the number of Share Units to be credited for such Plan Year with effect on the Annual Discretionary Allocation Crediting Date shall be equal to the quotient of:  (A) the Annual Discretionary Allocation Amount, divided by (B) the Annual Discretionary Allocation Market Value of a share of Company Stock.  Fractional Share Units, if any, will be credited to the Participant’s Annual Discretionary Allocation Account and rounded to three decimal places.  A separate Annual Discretionary Allocation Account shall be established and maintained for each Participant and the Annual Discretionary Allocations made during each Plan Year.  The Committee may, but is not required to, make available other investment benchmarks from time to time to measure the value of a Participant’s Annual Discretionary Allocation Accounts.

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6.03                           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 materials establishing the Annual Discretionary Allocation(s) for such Plan Year.  The vesting terms of Annual Discretionary Allocation Accounts shall be established by the Committee in its sole discretion and may vary for each Participant, for each type of account and for each Plan Year.  As of the date of a Participant’s Termination of Franchise Agreement (including a termination for Cause as defined in Section 17 of the Franchise Agreement), the amounts credited to the Participant’s Annual Discretionary Allocation Accounts shall be reduced by the amount which has not become vested in accordance with the vesting provisions set forth below and in the Annual Enrollment Materials applicable to such Annual Discretionary Allocation Account, and such unvested amounts shall be forfeited by the Participant.  Notwithstanding anything to the contrary contained in the Plan or any materials establishing an Annual Discretionary Allocation, the Committee shall have the authority, exercisable in its sole discretion, to accelerate the vesting of any amounts credited to any Annual Discretionary Allocation Account of any Participant.

6.04                           Payment Medium.  The distribution of a Participant’s Annual Discretionary Allocation Account for a given Plan Year shall be paid in Company Stock or in cash, in the sole discretion of the Participant; provided, however, if a Participant elects to receive payment in Company Stock, any fractional Share Units shall be paid in cash.  A Participant’s election to receive the distribution of his or her Annual Discretionary Allocation Account for a given Plan Year shall be made by the end of the Plan Year in which the Annual Discretionary Allocation is made, in the Annual Enrollment Materials for the following Plan Year or in such other manner permitted by the Committee.  If a Participant does not elect the payment medium for his or her Annual Discretionary Allocation Account for a given Plan, the Participant will be deemed to have elected to receive the distribution of such Annual Discretionary Allocation Account in Company Stock.

6.05                           Payment of Annual Discretionary Allocation Accounts.  Except as otherwise provided by Article 9, a Participant’s Annual Discretionary Allocation Account for a given Plan Year shall be distributed at the time specified by the Committee at the time it first made an Annual Discretionary Allocation for that Plan Year.  If the Committee does not specify the time for a Participant’s Annual Discretionary Allocation Account for a given Plan Year to be distributed, such Annual Discretionary Allocation Account shall be distributed at the same time as the Participant’s Annual Deferral Account for that Plan Year.  If the Committee does not specify the time for a Participant’s Annual Discretionary Allocation Account for a given Plan Year to be distributed and the Participant does not have an Annual Deferral Account for that Plan Year, each portion of such Annual Discretionary Allocation Account shall be distributed as soon as practicable following the vesting of that portion of the Annual Discretionary Allocation Account, but in no event later than March 15 of the calendar year immediately following the calendar year in which that portion vests.

Article 7

Transition and Opportunity Stock Program

The Company established a T & O Plan Account under the Plan for each Advisor who received a transition and opportunity stock bonus pursuant to the terms of the Transition and Opportunity Stock Program, and credited all transition and opportunity bonus amounts to the

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respective T & O Plan Accounts.  T & O Plan Accounts will be distributed to participating Advisors pursuant to the terms of the Transition and Opportunity Stock Program.  The T & O Plan Accounts are not eligible to receive dividends.  The distribution of a Participant’s T & O Account shall be paid pursuant to the terms of the Transition and Opportunity Stock Program.

Article 8

Earnings on Plan Accounts

8.01         Earnings Crediting.

(a)                                  A Participant shall, from time to time during such Participant’s period of participation under the Plan, including during the period following the Participant’s Termination of Franchise Agreement and until the Settlement Date, have credited to each of his or her Annual Deferral Accounts, and his or her Stock Match Accounts and Annual Discretionary Allocation Accounts for which the Committee has not specified an investment benchmark other than Share Units, on the applicable Reference Date with respect to dividend payments with additional Share Units, the number of which shall be equal to the quotient determined by dividing:  (A) the product of (i) 100% of each dividend declared and paid by the Company on the Company Stock on a per share basis and (ii) the number of Share Units recorded in the Participant’s Annual Deferral Accounts, and his or her Stock Match Accounts and Annual Discretionary Allocation Accounts for which the Committee has not specified an investment benchmark other than Share Units (other than the Participant’s T & O Plan Account) on the record date for the payment of any such dividend, by (B) the Fair Market Value of a share of Company Stock on the Reference Date for such dividend, in each case, with fractions computed to three decimal places.

(b)                                 With respect to the Stock Match Accounts and Annual Discretionary Allocation Accounts for which the Committee has specified an investment benchmark other than Share Units, a Participant shall, from time to time during such Participant’s period of participation under the Plan, including during the period following the Participant’s Termination of Franchise Agreement and until the Settlement Date, have credited to each of such Stock Match Accounts and Annual Discretionary Allocation Accounts earnings in accordance with the applicable investment benchmark.

8.02         Anti-Dilution Adjustment.  In the event of a change in the outstanding shares of Company Stock by reason of any change in corporate capitalization, such as a stock split or dividend, or a corporate transaction, such as any merger of the Company into another corporation, any consolidation of two or more corporations into another corporation, any separation of a corporation (including a spin-off or other distribution of stock or property by a corporation), any reorganization of a corporation (whether or not such reorganization comes within the definition of such term in Section 368 of the Code), or any partial or complete liquidation by the Company, the Committee shall make such adjustment in the class and number of Share Units credited to Participants’ Plan Accounts to reflect any such change as may be determined to be appropriate by the Committee, and such adjustments shall be final, conclusive and binding for all purposes of the Plan.  Any adjustments or substitutions under this Section 8.02 shall conform to the requirements of Section 409A of the Code.

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8.03                           Valuation of Plan Accounts Pending Distribution.  To the extent that the distribution of any portion of any Plan Account is deferred, whether pursuant to the terms of the Plan or any Annual Enrollment Materials, or for any other reason, any amounts remaining to the credit of a Plan Account shall continue to be adjusted to reflect all applicable earnings crediting pursuant to Section 8.01.

Article 9

Effect of Certain Events

9.01                           Death.  In the case of a Participant’s death, all amounts credited to the Plan Accounts of the affected Participant shall be 100% vested.  Notwithstanding anything to the contrary in a Participant’s Distribution Election or otherwise, if a Participant dies before he or she has received a complete distribution of his or her Aggregate Vested Balance, the Participant’s estate shall receive the Participant’s Aggregate Vested Balance, which shall be payable to the Participant’s estate in a lump sum to be made within 90 days of the date on which the Committee is notified in writing of the Participant’s death.

9.02                           Disability.  In the case of a Participant’s Disability, all amounts credited to the Plan Accounts of the affected Participant shall be 100% vested.  Notwithstanding anything to the contrary in a Participant’s Distribution Election or otherwise, a Participant suffering a Disability shall receive the Aggregate Vested Balance of his or her Plan Accounts, which shall be paid in a lump sum within 90 days of the Committee’s determination that the Participant has a Disability.

9.03                           Qualified Transition.  In the case of a Qualified Transition by a Participant, such Participant’s Plan Accounts shall be immediately 100% vested.  Notwithstanding anything to the contrary in a Participant’s Distribution Election or otherwise, in the event of a Participant’s Qualified Transition, the balance of the Participant’s Plan Accounts will be paid out in either a lump sum, or substantially equivalent annual installments, as specified by the Participant in his or her Distribution Election, in each case commencing, in accordance with administrative guidelines determined by the Committee, on March 31st of the year following the year of the Participant’s Qualified Transition.  “Qualified Transition” shall mean, with respect to a Participant:  (a) the transfer of 100% of such Participant’s interest in his or her Individual Financial Advisor Business (as such term is defined in the Franchise Agreement) and in all client accounts; (b) the Participant’s Termination of Franchise Agreement; (c) the Participant satisfies any terms imposed by the Committee regarding a Qualifying Transition, including, but not limited to, the satisfaction of an age and years of service requirement; and (d) the Participant remits to the Company a signed non-competition and non-solicitation and general release provided by the Company.

9.04                           Other Termination of Franchise Agreement.  Notwithstanding anything to the contrary in a Participant’s Distribution Election or otherwise, in the event of a Participant’s Termination of Franchise Agreement for any reason other than a Qualified Distribution, Disability or death, the portion of the Participant’s Aggregate Vested Balance will be paid out in either a lump sum, or substantially equivalent annual installments, as specified by the Participant in his or her Distribution Election, in each case commencing, in accordance with administrative guidelines determined by the Committee, on the March 31st of the year following the year of the Participant’s Termination of Franchise Agreement.

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9.05                           Termination of Employment.  In the event a Participant transfers to employee status by becoming an employee of the Company or any Participating Company, the Participant’s Plan Accounts will be paid to the Participant, to the extent not yet paid, in accordance with the Participant’s Distribution Election Forms, upon the Participant’s “separation from service” (for purposes of Section 409A of the Code).

9.06                           Transfer to Employee Status.  In the event a Participant transfers to employee status by becoming an employee of the Company or any Participating Company, the Participant’s Plan Accounts will continue to vest in accordance with Sections 4.06, 5.03 and 6.03.  If employee status is terminated prior to the date on which the Participant’s Plan Accounts have fully vested, all unvested portions of the Plan Accounts will be forfeited, unless otherwise determined by the Committee.

9.07                           Change in Control.  Upon the occurrence of a Change in Control of the Company, all amounts credited to any and all Plan Accounts of each Participant as of the effective date of such Change in Control shall become immediately 100% vested.  Notwithstanding anything to the contrary set forth in a Participant’s Annual Distribution Election Form or the Plan, upon the occurrence of a Change in Control, the Company will, or will cause a Participating Company to, distribute all previously undistributed Plan Accounts to Participants (or their estates, as the case may be).

9.08                           Unforeseeable Emergency.  In the event that a Participant experiences an Unforeseeable Emergency, the Participant may petition the Committee to receive a partial or full payout of amounts credited to one or more of the Participant’s Plan Accounts.  The Committee shall determine, in its sole discretion, whether the requested payout shall be made, the amount of the payout and the Plan Accounts from which the payout will be made; provided, however, that the payout shall not exceed the lesser of the Participant’s Aggregate Vested Balance or the amount reasonably needed to satisfy the Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution.  In making its determination under this Section 9.08, the Committee shall be guided by the requirements of Section 409A of the Code and any other related prevailing legal authorities and the Committee shall take into account the extent to which a Participant’s Unforeseeable Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by the liquidation by the Participant of his or her assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).  If, subject to the sole discretion of the Committee, the petition for a payout is approved, the payout shall be made within 90 days of the date of approval.

9.09                           Event of Taxation.  If, for any reason, all or any portion of a Participant’s benefit under the Plan becomes taxable to the Participant prior to receipt, a Participant may petition the Committee for a distribution of the state, local or foreign taxes owed on that portion of his or her benefit that has become taxable.  Upon the grant of such a petition, which grant shall not be unreasonably withheld, a Participant’s Participating Company shall, to the extent permissible under Section 409A of the Code, distribute to the Participant immediately available funds in an amount equal to the state, local and foreign taxes owed on the portion of the Participant’s benefit that has become taxable (which amount shall not exceed a Participant’s unpaid Aggregate Vested Balance under the Plan).  If the petition is granted, the tax liability distribution shall be made

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within 90 days of the date when the Participant’s petition is granted.  Such a distribution shall affect and reduce the benefits to be paid under the Plan.

9.10                           Plan Termination.  In the event of a termination of the Plan as it relates to any Participant, all amounts credited to any and all Plan Accounts of such Participant as of the effective date of such termination shall be 100% vested.

Article 10

Termination and Amendment

10.01                     Termination.  Although the Company may anticipate that it will continue the Plan for an indefinite period of time, there is no guarantee that the Company will continue the Plan or will not terminate the Plan at any time in the future.  Accordingly, the Company reserves the right to discontinue its sponsorship of the Plan and to terminate the Plan, at any time, by action of its board of directors.  In addition, the Company may at any time terminate a Participating Company’s participation in the Plan.  Upon the termination of the Plan with respect to any Participating Company, subject to Section 8.03, all amounts credited to each of the Plan Accounts of each affected Participant shall be 100% vested and shall be paid to the Participant or, in the case of the Participant’s death, to the Participant’s estate, in a lump sum notwithstanding any elections made by the Participant, and the Annual Election Forms relating to each of the Participant’s Plan Accounts shall terminate upon full payment of such Aggregate Vested Balance, except that neither the Company nor any Participating Company shall have any right to so accelerate the payment of any amount to the extent such right 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 of the Code.

10.02                     Amendment.  The Committee may, at any time, amend or modify the Plan in whole or in part with respect to any or all Participating Companies; provided, however, that (a) no amendment or modification shall be effective to decrease or restrict the value of a Participant’s Aggregate Vested Balance in existence at the time the amendment or modification is made, calculated as if the Participant had experienced a Termination of Franchise Agreement as of the effective date of the amendment or modification, (b) no amendment or modification may be made if such amendment or modification would cause the Plan to fail to comply with, or cause a Participant to be subject to tax under the provisions of Section 409A of the Code, and (c) except as specifically provided in Section 10.01, no amendment or modification shall be made after a Change in Control which adversely affects the vesting, calculation or payment of benefits hereunder or diminishes any other rights or protections any Participant would have had but for such amendment or modification, unless each affected Participant consents in writing to such amendment.

10.03                     Effect of Payment.  The full payment of the applicable benefit under the provisions of the Plan shall completely discharge all obligations to a Participant and his or her estate under the Plan, and each of the Participant’s Annual Election Forms shall terminate.

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Article 11

Claims Procedures

11.01                     Presentation of Claim.  Any Participant or estate of a deceased Participant (such Participant or estate being referred to below as a “Claimant”) may deliver to the Committee a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan.  If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within 60 days after such notice was received by the Claimant.  The claim must state with particularity the determination desired by the Claimant.  All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred.  The claim must state with particularity the determination desired by the Claimant.

11.02                     Notification of Decision.  The Committee shall consider a Claimant’s claim within a reasonable time, and shall notify the Claimant in writing:  (a) that the Claimant’s requested determination has been made, and that the claim has been allowed in full; or (b) that the Committee has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:  (i) the specific reason(s) for the denial of the claim, or any part of it; (ii) specific reference(s) to pertinent provisions of the Plan upon which  such denial was based; (iii)  description of any additional material or information necessary  for the Claimant to perfect the claim, and an explanation of why such material or information is necessary; and (iv) an explanation of the claim review procedure set forth in Section 11.03.

11.03                     Review of a Denied Claim.  Within 60 days after receiving a notice from the Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly authorized representative) may file with the Committee a written request for a review of the denial of the claim.  Thereafter, but not later than 30 days after the review procedure began, the Claimant (or the Claimant’s duly authorized representative):  (a) may review pertinent documents; (b) may submit written comments or other documents; and/or (c) may request a hearing, which the Committee, in its sole discretion, may grant.

11.04                     Decision on Review.  The Committee shall render its decision on review promptly, and not later than 60 days after the filing of a written request for review of the denial, unless a hearing is held or other special circumstances require additional time, in which case the Committee’s decision must be rendered within 120 days after such date.  Such decision must be written in a manner calculated to be understood by the Claimant, and it must contain:  (a) specific reasons for the decision; (b) specific reference(s) to the pertinent Plan provisions upon which the decision was based; and (c) such other matters as the Committee deems relevant.

11.05                     Arbitration.  A Claimant’s compliance with the foregoing provisions of this Article 11 is a mandatory prerequisite to a Claimant’s right to commence any arbitration with respect to any claim for benefits under the Plan.  Any dispute, claim or controversy that may arise between a Participant and the Company or any other person (“Claims”) under the Plan is subject to arbitration, unless otherwise agreed to in writing by the Participant and the Company.  To the extent that such Claims are required to be arbitrated under the rules, constitutions, or by-laws of the FINRA, as amended form time to time, they will be arbitrated in accordance with the policies and procedures established by the FINRA.  If either the FINRA declines to administer an

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arbitration of any Claims or the FINRA rules do not allow for arbitration of any Claims, the Claims shall be finally decided by arbitration conducted pursuant to the Commercial Dispute Resolution Procedures of the American Arbitration Association (“AAA”), and its Supplementary Rules for Securities Arbitration, or other applicable rules promulgated by the AAA.  In addition, all claims, statutory or otherwise, which allege discrimination or other violation of employment laws, including but not limited to claims of sexual harassment, shall be finally decided by arbitration pursuant to the AAA unless otherwise agreed to in writing by a Participant and the Company.  By agreement of a Participant and the Company in writing, disputes may be resolved in arbitration by a mutually agreed-upon organization other than the FINRA or the AAA.  In consideration of the promises and the compensation provided in this Plan, neither a Participant nor the Company shall have a right (a) to arbitrate a Claim on a class action basis or in a purported representative capacity on behalf of any Participants, employees, applicants or other persons similarly situated; (b) to join or to consolidate in an arbitration Claims brought by or against another Participant, employee, applicant or the Participant, unless otherwise agreed to in writing by the Participant and the Company; (c) to litigate any Claims in court or to have a jury trial on any Claims; and (d) to participate in a representative capacity or as a member of any class of claimants in an action in a court of law pertaining to any Claims.  Nothing in this Plan relieves a Participant or the Company from any obligation the Participant or the Company may have to exhaust certain administrative remedies before arbitrating any claims or disputes under this Section 11.05.  Either a Participant or the Company may compel arbitration of any Claims filed in a court of law.  In addition, either a Participant or the Company may apply to a court of law for an injunction to enforce the terms of the Plan pending a final decision on the merits by an arbitration panel pursuant to this provision.  The Company shall pay all fees, costs or other charges charged by the AAA or any other organization administering arbitration proceeding agreed upon pursuant to this Article 11 that are above and beyond the filing fees of the federal or state court in the jurisdiction in which the dispute arises, whichever is less.  A Participant or the Company shall each be responsible for their own costs of legal representation, if any, except where such costs of legal representation may be awarded as a statutory remedy by the arbitrator.  Any award by an arbitration panel shall be final and binding upon a Participant or the Company.  Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets.  This provision is covered and enforceable under the terms of the Federal Arbitration Act.

Article 12

Trust

12.01                     Establishment of the Trust.  The Company may establish one or more Trusts to which the Participating Companies may transfer such assets as the Participating Companies determine in their sole discretion to assist in meeting their obligations under the Plan.

12.02                     Interrelationship of the Plan and the Trust.  The provisions of the Plan and the relevant Annual Enrollment Materials shall govern the rights of a Participant to receive distributions pursuant to the Plan.  The provisions of the Trust shall govern the rights of the Participating Companies, Participants and the creditors of the Participating Companies to the assets transferred to the Trust.

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12.03                     Distributions from the Trust.  Each Participating Company’s obligations under the Plan may be satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such distribution shall reduce the Participating Company’s obligations under this Agreement.

Article 13

Miscellaneous

13.01                     Status of Plan.  The Plan is intended to be (a) a plan that is not qualified within the meaning of Section 401(a) of the Code and (b) a plan that “is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employee” within the meaning of ERISA Sections 201(2), 301(a)(3) and
401(a)(1).  The Plan shall be administered and interpreted to the extent possible in a manner consistent with that intent.  All Plan Accounts and all credits and other adjustments to such Plan Accounts shall be bookkeeping entries only and shall be utilized solely as a device for the measurement and determination of amounts to be paid under the Plan.  No Plan Accounts, credits or other adjustments under the Plan shall be interpreted as an indication that any benefits under the Plan are in any way funded.

13.02                     Section 409A of the Code.  It is intended that the Plan (including all amendments thereto) comply with provisions of Section 409A of the Code, so as to prevent the inclusion in gross income of any benefits accrued hereunder in a taxable year prior to the taxable year or years in which such amount would otherwise be actually distributed or made available to the Participants.  The Plan shall be administered and interpreted to the extent possible in a manner consistent with that intent.  Notwithstanding the terms of Sections 4.08, 5.05 and 6.05, and Article 9, to the extent that a distribution to a Participant who is a Specified Employee at the time of separation from service is required to be delayed by six months pursuant to Section 409A of the Code, distribution shall be made no earlier than the six-month anniversary of the Participant’s Termination of Employment.  For purposes of the preceding sentence, “Specified Employee” shall mean a key employee as defined under Section 409A of the Code and Section 416(i) of the Code (without regard to paragraph (5) thereof) of the Company (or a controlled group member); the determination of Specified Employees will be based upon a 12-month period ending December 31st of each year, and Participants who are Specified Employees during such 12-month period will be treated as Specified Employees for the 12-month period beginning the next following April 1st.

13.03                     Securities Matters.  The Company shall be under no obligation to effect the registration pursuant to the Securities Act of any shares of Company Stock to be issued hereunder or to effect similar compliance under any state laws.  Notwithstanding anything herein to the contrary, the Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant to the Plan unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded.  The Committee may require, as a condition to the issuance and delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee deems necessary or desirable.

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13.04                     Unsecured General Creditor.  Participants and their estates, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of a Participating Company.  For purposes of the payment of benefits under the Plan, any and all of a Participating Company’s, assets, shall be, and remain, the general, unpledged unrestricted assets of the Participating Company.  A Participating Company’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.

13.05                     Other Benefits and Agreements.  The benefits provided for a Participant under the Plan are in addition to any other benefits available to such Participant under any other plan or program for financial advisors of the Participant’s Participating Company.  The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided.

13.06                     Participating Company’s Liability.  A Participating Company’s liability for the payment of benefits shall be defined only by the Plan and the Annual Election Form, as entered into between the Participating Company and a Participant.  A Participating Company shall have no obligation to a Participant under the Plan except as expressly provided in the Plan and his or her Annual Election Form.

13.07                     Nonassignability.  Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be, unassignable and non-transferable.  No part of the amounts payable shall, prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise.

13.08                     Prior Beneficiary Designations Void.  Any beneficiary designations made under the Plan or any predecessor arrangement thereto shall be null and void, and of no effect as of January 1, 2009.  Following the death of a Participant, any payments to be made to the Participant shall be made to such Participant’s estate.  In the case of a Participant who made a beneficiary designation prior to the effective date hereof and who dies on or before December 31, 2008, references herein to the Participant’s estate shall refer to the Participant’s beneficiary or beneficiaries, and any payment to be made to such Participant shall be made in accordance with such Participant’s prior beneficiary designation.

13.09                     No Right to Service.  Nothing in the Plan or any Annual Election Form shall be deemed to give a Participant the right to continue to be retained in the service of the Company or any Participating Company.

13.10                     Furnishing Information.  A Participant or his or her estate will cooperate with the Committee by furnishing any and all information requested by the Committee and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee may deem necessary.

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13.11       Terms.  Whenever any words are used herein in the masculine, they shall be construed as though they were in the feminine in all cases where they would so apply; and whenever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply.

13.12       Captions.  The captions of the articles, sections and paragraphs of the Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

13.13       Governing Law.  Subject to ERISA, the provisions of the Plan shall be construed and interpreted according to the internal laws of the State of Delaware without regard to its conflicts of laws principles.

13.14       Notice.  Any notice or filing required or permitted to be given to the Committee under the Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:

Ameriprise Financial, Inc.

360 Ameriprise Financial Center

Minneapolis, Minnesota 55474

Attn:  Vice President, Benefits

with a copy to:

General Counsel’s Office

Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark or the receipt for registration or certification.

Any notice or filing required or permitted to be given to a Participant under the Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant.

13.15       Successors.  The provisions of the Plan shall bind and inure to the benefit of the Company and its successors and assigns and the Participant and the Participant’s estate, heirs and assigns.

13.16       Spouse’s Interest.  The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner, including but not limited to such spouse’s will, nor shall such interest pass under the laws of intestate succession.

13.17       Validity.  In case any provision of the Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but the Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

13.18       Incompetent.  If the Committee determines in its discretion that a benefit under the Plan is to be paid to a minor, a person declared incompetent or to a person incapable of

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handling the disposition of that person’s property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person.  The Committee may require proof of minority, incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit.  Any payment of a benefit shall be a payment for the account of the Participant and the Participant’s estate, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount.

13.19                     Insurance.  The Company, on its own behalf or on behalf of the trustee of the Trust, and, in its sole discretion, may, or may cause a Participating Company to, apply for and procure insurance on the life of the Participant, in such amounts and in such forms as the Trust may choose.  The Company, the Participating Company or the trustee of the Trust, as the case may be, shall be the sole owner and beneficiary of any such insurance.  The Participant shall have no interest whatsoever in any such policy or policies, and at the request of the Company or a Participating Company, as the case may be, shall submit to medical examinations and supply such information and execute such documents as may be required by the insurance company or companies to whom the Company or such Participating Company has applied for insurance.

13.20                     Legal Fees to Enforce Rights After Change in Control.  The Company is aware that upon the occurrence of a Change in Control, the Board (which might then be composed of new members) or a shareholder of the Company, or of any successor corporation might then cause or attempt to cause the Company or such successor to refuse to comply with its obligations under the Plan and might cause or attempt to cause the Company to institute, or may institute, arbitration or litigation seeking to deny Participants the benefits intended under the Plan.  In these circumstances, the purpose of the Plan could be frustrated.  Accordingly, if, following a Change in Control, it should appear to any Participant that the Company or any successor corporation or any Participating Company or successor corporation has failed to comply with any of its obligations under the Plan or any agreement thereunder or, if the Company, a Participating Company or any other person takes any action to declare the Plan void or unenforceable or institutes any arbitration, litigation or other legal action designed to deny, diminish or to recover from any Participant the benefits intended to be provided, then the Company and the applicable Participating Company irrevocably authorize such Participant to retain counsel of his or her choice at the expense of the Company and the Participating Company to represent such Participant in connection with the initiation or defense of any arbitration, litigation or other legal action, whether by or against the Company, the Participating Company or any director, officer, shareholder or other person affiliated with the Company, the Participating Company or any successor thereto in any jurisdiction; provided, however, that in the event that the trier in any such legal action determines that the Participant’s claim was not made in good faith or was wholly without merit, the Participant shall return to the Company any amount received pursuant to this Section 13.20.

13.21                     Electronic Documents Permitted.  Subject to applicable law, Election Forms, Annual Enrollment Materials, and other forms or documents may be in electronic format or made available through means of online enrollment or other electronic transmission.

*  *  *  *  *

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Ameriprise Financial

Deferred Compensation Plan

for Independent Financial Advisors

Schedule A

April 23, 2008

Participating Companies

·                  Ameriprise Bank, FSB

·                  Ameriprise Enterprise Investment Services, Inc.

·                  Ameriprise Financial Services Inc.

·                  RiverSource Distributors, Inc.

·                  RiverSource Investments, LLC

·                  RiverSource Service Corporation

·                  RiverSource Life Insurance Company

·                  RiverSource Life Insurance Co. of New York

·                  IDS Property Casualty Insurance Company

·                  Ameriprise Trust Company

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