270 Legal [Sample Agreements]

EMPLOYEE BENEFITS AGREEMENT

This EMPLOYEE BENEFITS AGREEMENT (the “AGREEMENT”), dated as of September 30, 2005 is by and between American Express Company, a New York corporation (”AXP”), and Ameriprise Financial, Inc., a Delaware corporation (”AMERIPRISE”, and together with AXP, each a “PARTY” and collectively, the “PARTIES”).

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ARTICLE II

GENERAL PRINCIPLES

2.1 ASSUMPTION AND RETENTION OF LIABILITIES; RELATED ASSETS.

(a) As of the Effective Time, except as otherwise expressly provided for in this Agreement, AXP shall, or shall cause one or more members of the AXP Group to, assume or retain and AXP hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all AXP Benefit Plans, (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all AXP Employees, Former AXP Employees, their dependents and beneficiaries, and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any member of the AXP Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the AXP Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the AXP Group, and (iii) any other Liabilities or obligations expressly assigned to AXP or any of its Affiliates under this Agreement. For purposes of clarification, the Liabilities assumed or retained by the AXP Group as provided for in this Section 2.1(a) are intended to be AXP Liabilities as such term is defined in the Separation and Distribution Agreement.
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