10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Quarterly Period Ended March 31, 2010
	OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from                        to                       

Commission File No. 1-32525

AMERIPRISE FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	13-3180631
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1099 Ameriprise Financial Center, Minneapolis, Minnesota	55474
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (612) 671-3131

Former name, former address and former fiscal year, if changed since last report:  Not Applicable

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x      No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer  x	Accelerated Filer  o
Non-Accelerated Filer  o	Smaller reporting company  o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at April 23, 2010
Common Stock (par value $.01 per share)	257,513,353 shares

AMERIPRISE FINANCIAL, INC.

FORM 10-Q

INDEX

Part I.	Financial Information:
	Item 1.	Financial Statements
		Consolidated Statements of Operations — Three months ended March 31, 2010 and 2009	3
		Consolidated Balance Sheets — March 31, 2010 and December 31, 2009	4
		Consolidated Statements of Cash Flows — Three months ended March 31, 2010 and 2009	5
		Consolidated Statements of Equity — Three months ended March 31, 2010 and 2009	7
		Notes to Consolidated Financial Statements	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	61
	Item 4.	Controls and Procedures	61
Part II.	Other Information:
	Item 1.	Legal Proceedings	62
	Item 1A.	Risk Factors	62
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	62
	Item 6.	Exhibits	62
	Signatures		63
	Exhibit Index		E-1

2

AMERIPRISE FINANCIAL, INC.

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in millions, except per share amounts)

	Three Months Ended March 31,
	2010			2009
Revenues
Management and financial advice fees	$	774		$	554
Distribution fees	391			311
Net investment income	590			418
Premiums	282			266
Other revenues	255			209
Total revenues	2,292			1,758
Banking and deposit interest expense	21			42
Total net revenues	2,271			1,716
Expenses
Distribution expenses	525			384
Interest credited to fixed accounts	228			205
Benefits, claims, losses and settlement expenses	354			100
Amortization of deferred acquisition costs	118			286
Interest and debt expense	64			26
General and administrative expense	621			581
Total expenses	1,910			1,582
Pretax income	361			134
Income tax provision	65			18
Net income	296			116
Less: Net income (loss) attributable to noncontrolling interests	82			(14		)
Net income attributable to Ameriprise Financial	$	214		$	130
Earnings per share attributable to Ameriprise Financial common shareholders
Basic	$	0.82		$	0.58
Diluted	0.81			0.58
Weighted average common shares outstanding
Basic	260.8			222.3
Diluted	265.0			223.5
Cash dividends paid per common share	$	0.17		$	0.17
Supplemental Disclosures:
Net investment income:
Net investment income before impairment losses on securities	$	620		$	453
Total other-than-temporary impairment losses on securities	(32		)	(25		)
Portion of loss recognized in other comprehensive income	2			(10		)
Net impairment losses recognized in net investment income	(30		)	(35		)
Net investment income	$	590		$	418

See Notes to Consolidated Financial Statements.

3

AMERIPRISE FINANCIAL, INC.

CONSOLIDATED BALANCE SHEETS

(in millions, except share amounts)

	March 31, 2010			December 31, 2009
	(unaudited)
Assets
Cash and cash equivalents	$	4,816		$	3,097
Investments	35,765			36,938
Separate account assets	60,326			58,129
Receivables	4,768			4,435
Deferred acquisition costs	4,243			4,334
Restricted and segregated cash	1,532			1,452
Other assets	4,011			4,290
Total assets before consolidated investment entities	115,461			112,675
Consolidated Investment Entities:
Cash	613			181
Investments, at fair value	5,349			36
Receivables (includes $39 and nil, respectively, at fair value)	80			49
Other assets, at fair value	874			833
Total assets of consolidated investment entities	6,916			1,099
Total assets	$	122,377		$	113,774
Liabilities and Equity
Liabilities:
Future policy benefits and claims	$	30,866		$	30,886
Separate account liabilities	60,326			58,129
Customer deposits	8,632			8,554
Debt	2,612			1,868
Accounts payable and accrued expenses	748			918
Other liabilities	2,743			3,093
Total liabilities before consolidated investment entities	105,927			103,448
Consolidated Investment Entities:
Debt (includes $5,144 and nil, respectively, at fair value)	5,502			381
Accounts payable and accrued expenses	17			28
Other liabilities (includes $214 and $30, respectively, at fair value)	231			41
Total liabilities of consolidated investment entities	5,750			450
Total liabilities	111,677			103,898
Equity:
Ameriprise Financial, Inc.:
Common shares ($.01 par value; shares authorized, 1,250,000,000; shares issued, 298,578,896 and 295,839,581, respectively)	3			3
Additional paid-in capital	5,819			5,748
Retained earnings	5,451			5,282
Appropriated retained earnings of consolidated investment entities	508			—
Treasury shares, at cost (41,173,408 and 40,744,090 shares, respectively)	(2,038		)	(2,023		)
Accumulated other comprehensive income, net of tax	365			263
Total Ameriprise Financial, Inc. shareholders’ equity	10,108			9,273
Noncontrolling interests	592			603
Total equity	10,700			9,876
Total liabilities and equity	$	122,377		$	113,774

See Notes to Consolidated Financial Statements.

4

AMERIPRISE FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in millions)

	Three Months Ended March 31,
	2010			2009
Cash Flows from Operating Activities
Net income	$	296		$	116
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Capitalization of deferred acquisition and sales inducement costs	(119		)	(229		)
Amortization of deferred acquisition and sales inducement costs	130			335
Depreciation, amortization and accretion, net	22			56
Deferred income tax expense	437			82
Share-based compensation	39			40
Net realized investment gains	(32		)	(51		)
Other-than-temporary impairments and provision for loan losses	34			39
Net (income) loss attributable to noncontrolling interests	(82		)	14
Changes in operating assets and liabilities before consolidated investment entities:
Restricted and segregated cash	127			82
Trading securities and equity method investments, net	5			(336		)
Future policy benefits and claims, net	8			167
Receivables	(267		)	303
Brokerage deposits	8			(151		)
Accounts payable and accrued expenses	(161		)	(172		)
Derivatives collateral, net	(265		)	(625		)
Other, net	7			(229		)
Changes in operating assets and liabilities of consolidated investment entities	(56		)	(13		)
Net cash provided by (used in) operating activities	131			(572		)
Cash Flows from Investing Activities
Available-for-Sale securities:
Proceeds from sales	1,539			1,285
Maturities, sinking fund payments and calls	1,842			1,207
Purchases	(2,523		)	(4,561		)
Proceeds from sales and maturities of commercial mortgage loans	62			52
Funding of commercial mortgage loans	(49		)	(34		)
Proceeds from sales of other investments	36			11
Purchase of other investments	(21		)	(10		)
Purchase of investments by consolidated investment entities	(405		)	—
Proceeds from sales and maturities of investments by consolidated investment entities	454			—
Return of capital in investments of consolidated investment entities	1			—
Purchase of land, buildings, equipment and software	(21		)	(15		)
Change in policy and certificate loans, net	—			7
Change in consumer banking loans and credit card receivables, net	(75		)	(15		)
Other, net	(1		)	4
Net cash provided by (used in) investing activities	839			(2,069		)

See Notes to Consolidated Financial Statements.

5

AMERIPRISE FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (continued)

(in millions)

	Three Months Ended March 31,
	2010			2009
Cash Flows from Financing Activities
Investment certificates and banking time deposits:
Proceeds from additions	$	294		$	980
Maturities, withdrawals and cash surrenders	(607		)	(866		)
Change in other banking deposits	384			271
Policyholder and contractholder account values:
Consideration received	430			2,417
Net transfers (to) from separate accounts	(39		)	284
Surrenders and other benefits	(358		)	(770		)
Deferred premium options, net	(36		)	61
Issuances of debt, net of issuance costs	744			—
Repayments of debt	—			(113		)
Dividends paid to shareholders	(45		)	(37		)
Repurchase of common shares	(15		)	(9		)
Exercise of stock options	32			—
Excess tax benefits from share-based compensation	1			1
Borrowings of consolidated investment entities	—			9
Repayments of debt of consolidated investment entities	(1		)	—
Noncontrolling interests investments in subsidiaries	1			1
Distributions to noncontrolling interests	(23		)	(18		)
Other, net	(3		)	—
Net cash provided by financing activities	759			2,211
Effect of exchange rate changes on cash	(10		)	(2		)
Net increase (decrease) in cash and cash equivalents	1,719			(432		)
Cash and cash equivalents at beginning of period	3,097			6,228
Cash and cash equivalents at end of period	$	4,816		$	5,796
Supplemental Disclosures:
Interest paid on debt before consolidated investment entities	$	4		$	3
Income taxes paid (received), net	154			(1		)

See Notes to Consolidated Financial Statements.

6

AMERIPRISE FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

Three Months Ended March 31, 2010 and 2009

	Ameriprise Financial
	Number of Outstanding Shares		Common Shares		Additional Paid-In Capital		Retained Earnings			Appropriated Retained Earnings of Consolidated Investment Entities		Treasury Shares			Accumulated Other Comprehensive Income (Loss)			Non- controlling Interests			Total
	(in millions, except share data)
Balances at January 1, 2009	216,510,699		$	3	$	4,688	$	4,592		$	—	$	(2,012	)	$	(1,093	)	$	289		$	6,467
Change in accounting principles, net of tax	—		—		—		132			—		—			(132		)	—			—
Comprehensive income:
Net income (loss)	—		—		—		130			—		—			—			(14		)	116
Other comprehensive income, net of tax:
Change in net unrealized securities losses	—		—		—		—			—		—			96			—			96
Change in noncredit related impairments on securities and net unrealized securities losses on previously impaired securities	—		—		—		—			—		—			(2		)	—			(2		)
Foreign currency translation adjustment	—		—		—		—			—		—			(3		)	(5		)	(8		)
Total comprehensive income																					202
Dividends paid to shareholders	—		—		—		(37		)	—		—			—			—			(37		)
Noncontrolling interests investments in subsidiaries	—		—		—		—			—		—			—			1			1
Distributions to noncontrolling interests	—		—		—		—			—		—			—			(18		)	(18		)
Repurchase of common shares	(509,778	)	—		—		—			—		(9		)	—			—			(9		)
Share-based compensation plans	3,136,459		—		31		—			—		—			—			—			31
Balances at March 31, 2009	219,137,380		$	3	$	4,719	$	4,817		$	—	$	(2,021	)	$	(1,134	)	$	253		$	6,637
Balances at January 1, 2010	255,095,491		$	3	$	5,748	$	5,282		$	—	$	(2,023	)	$	263		$	603		$	9,876
Change in accounting principles	—		—		—		—			473		—			—			—			473
Comprehensive income:
Net income	—		—		—		214			—		—			—			82			296
Net income reclassified to appropriated retained earnings	—		—		—		—			35		—			—			(35		)	—
Other comprehensive income, net of tax:
Change in net unrealized securities gains	—		—		—		—			—		—			164			—			164
Change in noncredit related impairments on securities and net unrealized securities losses on previously impaired securities	—		—		—		—			—		—			(24		)	—			(24		)
Change in net unrealized derivatives losses	—		—		—		—			—		—			(7		)	—			(7		)
Foreign currency translation adjustment	—		—		—		—			—		—			(31		)	(36		)	(67		)
Total comprehensive income																					362
Dividends paid to shareholders	—		—		—		(45		)	—		—			—			—			(45		)
Noncontrolling interests investments in subsidiaries	—		—		—		—			—		—			—			1			1
Distributions to noncontrolling interests	—		—		—		—			—		—			—			(23		)	(23		)
Repurchase of common shares	(429,318	)	—		—		—			—		(15		)	—			—			(15		)
Share-based compensation plans	2,739,315		—		71		—			—		—			—			—			71
Balances at March 31, 2010	257,405,488		$	3	$	5,819	$	5,451		$	508	$	(2,038	)	$	365		$	592		$	10,700

See Notes to Consolidated Financial Statements.

7

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

1.  Basis of Presentation

Ameriprise Financial, Inc. is a holding company, which primarily conducts business through its subsidiaries to provide financial planning and products and services that are designed to be utilized as solutions for clients’ cash and liquidity, asset accumulation, income, protection and estate and wealth transfer needs. The Company’s foreign operations in the United Kingdom are conducted through its subsidiary, Threadneedle Asset Management Holdings Sàrl (“Threadneedle”).

The accompanying Consolidated Financial Statements include the accounts of Ameriprise Financial, Inc., companies in which it directly or indirectly has a controlling financial interest and variable interest entities (“VIEs”) in which it is the primary beneficiary (collectively, the “Company”). The income or loss generated by consolidated entities which will not be realized by the Company’s shareholders is attributed to noncontrolling interests in the Consolidated Statements of Operations. Noncontrolling interests are the ownership interests in subsidiaries not attributable, directly or indirectly, to Ameriprise Financial, Inc. and are classified as equity within the Consolidated Balance Sheets. The Company excluding noncontrolling interests is defined as Ameriprise Financial. All material intercompany transactions and balances have been eliminated in consolidation. See Note 3 for additional information related to the consolidated VIEs.

The interim financial information in this report has not been audited. In the opinion of management, all adjustments necessary for a fair presentation of the consolidated results of operations and financial position for the interim periods have been made. All adjustments made were of a normal recurring nature.

The accompanying Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain reclassifications of prior year amounts have been made to conform to the current presentation. Results of operations reported for interim periods are not necessarily indicative of results for the entire year. These Consolidated Financial Statements and Notes should be read in conjunction with the Consolidated Financial Statements and Notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the Securities and Exchange Commission (“SEC”) on February 24, 2010.

The Company evaluated events or transactions that may have occurred after the balance sheet date for potential recognition or disclosure through the date the financial statements were issued.

2.  Recent Accounting Pronouncements

Adoption of New Accounting Standards

Consolidation of Variable Interest Entities

In June 2009, the Financial Accounting Standards Board (“FASB”) updated the accounting standards related to the consolidation of VIEs. The standard amends the guidance on the determination of the primary beneficiary of a VIE from a quantitative model to a qualitative model and requires additional disclosures about an enterprise’s involvement in VIEs. Under the new qualitative model, the primary beneficiary must have both the power to direct the activities of the VIE and the obligation to absorb losses or the right to receive gains that could be potentially significant to the VIE. In February 2010, the FASB amended this guidance to defer application of the consolidation requirements for certain investment funds. The standards are effective for interim and annual reporting periods beginning after November 15, 2009. The Company adopted the standards effective January 1, 2010 and consolidated certain collateralized debt obligations (“CDOs”). As a result of the adoption, the Company recorded a cumulative effect increase of $473 million to appropriated retained earnings of consolidated investment entities, a $5.5 billion increase to assets and a $5.1 billion increase to liabilities. See Note 3 for additional information related to the application of the amended VIE consolidation model and the required disclosures.

8

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Subsequent Events

In February 2010, the FASB amended the accounting standards related to the recognition and disclosure of subsequent events. The amendments remove the requirement to disclose the date through which subsequent events are evaluated for SEC filers. The standard is effective upon issuance and shall be applied prospectively. The Company adopted the standard in the first quarter of 2010. The adoption did not have any effect on the Company’s consolidated results of operations and financial condition.

Fair Value

In January 2010, the FASB updated the accounting standards related to disclosures on fair value measurements. The standard expands the current disclosure requirements to include additional detail about significant transfers between Levels 1 and 2 within the fair value hierarchy and presents activity in the rollforward of Level 3 activity on a gross basis. The standard also clarifies existing disclosure requirements related to the level of disaggregation to be used for assets and liabilities as well as disclosures on the inputs and valuation techniques used to measure fair value. The standard is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosure requirements related to the Level 3 rollforward, which are effective for interim and annual periods beginning after December 15, 2010. The Company adopted the standard in the first quarter of 2010, except for the additional disclosures related to the Level 3 rollforward, which the Company will adopt in the first quarter of 2011. The adoption did not have any effect on the Company’s consolidated results of operations and financial condition.

Recognition and Presentation of Other-Than-Temporary Impairments (“OTTI”)

In April 2009, the FASB updated the accounting standards for the recognition and presentation of other-than-temporary impairments. The standard amends existing guidance on other-than-temporary impairments for debt securities and requires that the credit portion of other-than-temporary impairments be recorded in earnings and the noncredit portion of losses be recorded in other comprehensive income (loss) when the entity does not intend to sell the security and it is more likely than not that the entity will not be required to sell the security prior to recovery of its cost basis. The standard requires separate presentation of both the credit and noncredit portions of other-than-temporary impairments on the financial statements and additional disclosures. This standard is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. At the date of adoption, the portion of previously recognized other-than-temporary impairments that represent the noncredit related loss component shall be recognized as a cumulative effect of adoption with an adjustment to the opening balance of retained earnings with a corresponding adjustment to accumulated other comprehensive income (loss). The Company adopted the standard in the first quarter of 2009 and recorded a cumulative effect increase to the opening balance of retained earnings of $132 million, net of DAC and DSIC amortization, certain benefit reserves and income taxes, and a corresponding increase to accumulated other comprehensive loss, net of impacts to DAC and DSIC amortization, certain benefit reserves and income taxes. See Note 4 for the required disclosures.

9

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

3.  Consolidated Investment Entities

The Company provides asset management services to various CDOs and other investment products (collectively, “investment entities”), which are sponsored by the Company for the investment of client assets in the normal course of business. Certain of these investment entities are considered to be VIEs while others are considered to be voting rights entities (“VREs”). The Company consolidates certain of these investment entities.

Variable Interest Entities

A VIE is an entity that either has equity investors that lack certain essential characteristics of a controlling financial interest (including substantive voting rights, the obligation to absorb the entity’s losses, or the rights to receive the entity’s returns) or has equity investors that do not provide sufficient financial resources for the entity to support its activities. A VIE is required to be assessed for consolidation under two models:

·If the VIE is a money market fund or is an investment company, or has the financial characteristics of an investment company, and the following is true:

(i)the entity does not have an explicit or implicit obligation to fund the investment company’s losses; and

(ii)the investment company is not a securitization entity, asset-backed financing entity, or an entity formally considered a qualifying special purpose entity,

then, the VIE will be consolidated  by the entity that determines it stands to absorb a majority of the VIE’s expected losses or to receive a majority of the VIE’s expected residual returns. Examples of entities that are likely to be assessed for consolidation under this framework include hedge funds, property funds, private equity funds and venture capital funds.

·If the VIE does not meet the criteria above, the VIE will be consolidated by the entity that determines it has both:

(i)the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance; and

(ii)the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The Company’s CDOs are generally assessed for consolidation under this framework.

When determining whether the Company stands to absorb the majority of the VIE’s expected losses or receive a majority of the VIE’s expected returns, it analyzes the design of the VIE to identify the variable interests it holds. Then the Company quantitatively determines whether its variable interests will absorb a majority of the VIE’s variability. If the Company determines it has control over the activities that most significantly impact the economic performance of the VIE and it will absorb a majority of the VIE’s expected variability, the Company consolidates the VIE. The calculation of variability is based on an analysis of projected probability-weighted cash flows based on the design of the particular VIE. When determining whether the Company has the power and the obligation to absorb losses or rights to receive benefits from the VIE that could potentially be significant, the Company qualitatively determines if its variable interests meet these criteria. If the Company consolidates a VIE under either scenario, it is referred to as the VIE’s primary beneficiary.

Investment Entities

Collateralized Debt Obligations

The Company provides collateral management services to CDOs which are considered VIEs. These CDOs are asset-backed financing entities collateralized by a pool of assets, primarily syndicated loans and, to a lesser extent, high-yield bonds. Multiple tranches of debt securities are issued by a CDO, offering investors various maturity and credit risk characteristics. The debt securities issued by the CDOs are non-recourse to the Company. The CDO’s debt holders have recourse only to the assets of the CDO. The assets the CDOs collateralize cannot be used by the Company. Scheduled debt payments are based on the performance of the CDO’s collateral pool. The Company generally earns management fees from the CDOs based on the par value of outstanding debt and, in certain instances, may also receive performance-based fees. In the normal course of business, the Company has invested in certain CDOs, generally taking an insignificant portion of the unrated, junior subordinated debt.

For certain of the CDOs, the Company has determined that consolidation is required as it has power over the CDOs and holds a variable interest in the CDOs for which the Company has the potential to receive significant benefits or the potential obligation to absorb significant losses. For other CDOs managed by the Company, the Company has determined that consolidation is not required as the Company does not hold a variable interest in the CDOs.

10

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Other Investment Products

The Company provides investment advice and related services to private, pooled investment vehicles organized as limited partnerships, limited liability companies or foreign (non-U.S.) entities. Certain of these pooled investment vehicles are considered VIEs while others are VREs. For investment management services, the Company generally earns management fees based on the market value of assets under management, and in certain instances may also receive performance-based fees. The Company provides seed money occasionally to certain of these funds. For certain of the pooled investment vehicles, the Company has determined that consolidation is required as the Company stands to absorb a majority of the entity’s expected losses or receive a majority of the entity’s expected residual returns. For other VIE pooled investment vehicles, the Company has determined that consolidation is not required because the Company is not expected to absorb the majority of the expected losses or receive the majority of the expected residual returns. For the pooled investment vehicles which are VREs, the Company consolidates the structure when it has a controlling financial interest.

The Company also provides investment advisory, distribution and other services to three families of mutual funds: the RiverSource, Seligman and Threadneedle mutual fund families. The Company has determined that consolidation is not required for these mutual funds.

In addition, the Company may invest in structured investments including VIEs for which it is not the sponsor. These structured investments typically invest in fixed income instruments and are managed by third parties and include asset backed securities, commercial mortgage backed securities, and residential mortgage backed securities. The Company includes these investments in Available-for-Sale securities. The Company has determined that it is not the primary beneficiary of these structures due to its relative size, position in the capital structure of these entities, and the Company’s lack of power over the structures. See Note 4 for additional information about these structured investments.

The Company’s maximum exposure to loss as a result of its investment in structured investments is limited to its carrying value. The Company has no obligation to provide further financial or other support to these structured investments nor has the Company provided any support to these structured investments.

The following tables reflect the impact of consolidated investment entities on the Consolidated Balance Sheets as of March 31, 2010 and the Consolidated Statements of Operations for the three months ended March 31, 2010:

	Before Consolidation		Consolidated Investment Entities		Eliminations			Total
	(in millions)
Total assets	$	115,553	$	6,916	$	(92	)	$	122,377
Total liabilities	105,927		5,750		—			111,677
Total Ameriprise Financial shareholders’ equity	9,626		574		(92		)	10,108
Noncontrolling interests equity	—		592		—			592
Total liabilities and equity	$	115,553	$	6,916	$	(92	)	$	122,377

	Before Consolidation		Consolidated Investment Entities		Eliminations			Total
	(in millions)
Total net revenues	$	2,144	$	136	$	(9	)	$	2,271
Total expenses	1,865		54		(9		)	1,910
Pretax income	279		82		—			361
Income tax provision	65		—		—			65
Net income	214		82		—			296
Net income attributable to noncontrolling interests	—		82		—			82
Net income attributable to Ameriprise Financial	$	214	$	—	$	—		$	214

11

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

The following table presents the balances of assets and liabilities held by consolidated investment entities at March 31, 2010 measured at fair value on a recurring basis:

	March 31, 2010
	Level 1		Level 2		Level 3		Total
	(in millions)
Assets
Investments
Corporate debt securities	$	—	$	420	$	15	$	435
Common stocks	—		32		—		32
Other structured investments	—		33		6		39
Syndicated loans	—		4,798		—		4,798
Trading securities	—		45		—		45
Total investments	—		5,328		21		5,349
Receivables	—		39		—		39
Other assets	—		4		870		874
Total assets at fair value	$	—	$	5,371	$	891	$	6,262
Liabilities
Debt	$	—	$	—	$	5,144	$	5,144
Other liabilities	—		214		—		214
Total liabilities at fair value	$	—	$	214	$	5,144	$	5,358

	December 31, 2009
	Level 1		Level 2		Level 3		Total
	(in millions)
Assets
Investments
Trading securities	$	—	$	36	$	—	$	36
Total investments	—		36		—		36
Other assets	—		2		831		833
Total assets at fair value	$	—	$	38	$	831	$	869
Liabilities
Other liabilities	$	—	$	30	$	—	$	30
Total liabilities at fair value	$	—	$	30	$	—	$	30

The following table provides a summary of changes in Level 3 assets and liabilities measured at fair value on a recurring basis as of March 31:

	2010													2009
	Corporate Debt Securities		Other Structured Investments			Other Assets				Debt				Other Assets
	(in millions)
Balance, January 1	$	—	$	—			$	831		$	—		$		287
Cumulative effect of accounting change	15		5				—			(4,962		)	—
Total gains (losses) included in:
Net income	—		2		(1)		55		(2)	(183		)(1)	(19			)(2)
Comprehensive income	—		—				(50		)	—			(6			)
Purchases, sales, issuances and settlements, net	—		(1		)		34			1			—
Balance, March 31	$	15	$	6			$	870		$	(5,144	)	$		262

(1)Included in net investment income in the Consolidated Statements of Operations.

(2)Included in other revenues in the Consolidated Statements of Operations.

12

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

The Company has elected the fair value option within the consolidation standards issued June 2009 for the financial assets and liabilities of the consolidated CDOs. Management believes that the use of the fair value option eliminates certain timing differences and better matches the changes in fair value of assets and liabilities related to the CDOs.

For receivables, other assets and other liabilities of the consolidated CDOs, the carrying value approximates fair value as the nature of these assets and liabilities have historically been short term and the receivables have been collectible. The fair value of these assets and liabilities is classified as Level 2. The fair value of syndicated loans is obtained from nationally-recognized pricing services and is classified as Level 2. Other assets consist primarily of properties held in consolidated pooled investment vehicles managed by Threadneedle. The fair value of these properties is determined using discounted cash flows and market comparables.  Inputs into the valuation of these properties include: rental cash flows, current occupancy, historical vacancy rates, tenant history and assumptions regarding how quickly the property can be occupied and at what rental rates. Given the significance of the unobservable inputs to these measurements, these assets are classified as Level 3. The fair value of the CDO’s debt is valued using a discounted cash flow methodology. Inputs used to determine the expected cash flows include assumptions about default and recovery rates of the CDO’s underlying assets. Given the significance of the unobservable inputs to this fair value measurement, the CDO debt is classified as Level 3. Other liabilities consist primarily of short securities held in consolidated hedge funds. The fair value of these securities is obtained from nationally-recognized pricing services and is classified as Level 2. See Note 10 for a description of the Company’s determination of the fair value of investments.

The following table presents the fair value and unpaid principal balance of assets and liabilities carried at fair value under the fair value option as of March 31, 2010:

	(in millions)
Syndicated loans
Unpaid principal balance	$	5,221
Excess estimated unpaid principal over fair value	(423		)
Fair value	$	4,798
Fair value of loans more than 90 days past due	209
Fair value of loans in non-accrual status	184
Difference between fair value and unpaid principal of loans more than 90 days past due, loans in non-accrual status or both	205
Debt
Unpaid principal balance	6,021
Excess estimated unpaid principal over fair value	(877		)
Carrying value at estimated fair value	$	5,144

Interest income from loans, bonds and structured investments is recorded based on contractual rates in net investment income. Gains and losses related to changes in the fair value of investments and gains and losses on sales of investments are recorded in net investment income. Interest expense on debt is recorded in interest and debt expense with gains and losses related to changes in the fair value of debt recorded in net investment income.

Total gains and losses recognized in net investment income from fair value changes of financial assets and liabilities for which the fair value option was elected was $28 million at March 31, 2010.  For syndicated loans and debt measured at fair value, the estimated amount of gains and losses included in earnings attributable to instrument-specific credit risk for the three months ended March 31, 2010 was $189 million and $(183) million, respectively. The instrument-specific credit risk gains were derived principally from the change in the observable or implied credit spread for these instruments. Credit spread is determined based on the market yield for these instruments less the applicable risk-free benchmark rate. The gains included in net investment income attributable to the narrowing of instrument-specific credit risk of debt is due to the overall tightening of credit spreads for higher yielding instruments.

Debt of the consolidated investment entities and the stated interest rates as of March 31, 2010 were as follows:

	Carrying Value		Stated Interest Rate
	(in millions)
Debt of consolidated CDOs due 2012-2021	$	5,144	1.0	%
Floating rate revolving credit borrowings due 2013	134		4.6
Floating rate revolving credit borrowings due 2014	186		5.9
Floating rate revolving credit borrowings due 2014	38		4.9
Total	$	5,502

13

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

The debt of the consolidated CDOs have both fixed and floating interest rates. The stated interest rate of the debt of consolidated CDOs is a weighted average rate based on the principal and stated interest rate according to the terms of each CDO structure, which range from 0% to 14.1%. The carrying value of the debt of the consolidated CDOs represents the fair value of the aggregate debt as of March 31, 2010. The carrying value of the floating rate revolving credit borrowings represent the outstanding principal amount of debt of certain consolidated pooled investment vehicles managed by Threadneedle. The fair value of this debt was $358 million as of March 31, 2010.

At March 31, 2010, future maturities of debt were as follows:

	(in millions)
2011	$	—
2012	32
2013	301
2014	224
2015	356
Thereafter	5,466
Total future maturities	$	6,379

4.  Investments

The following is a summary of Ameriprise Financial investments:

	March 31, 2010		December 31, 2009
	(in millions)
Available-for-Sale securities, at fair value	$	31,414	$	32,546
Commercial mortgage loans, net	2,643		2,663
Trading securities	544		556
Policy loans	720		720
Other investments	444		453
Total	$	35,765	$	36,938

Available-for-Sale securities distributed by type were as follows:

	March 31, 2010
Description of Securities	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Non-Credit OTTI (1)
	(in millions)
Corporate debt securities	$	14,693	$	987	$	(51	)	$	15,629	$	16
Residential mortgage backed securities	7,502		255		(440		)	7,317		(160		)
Commercial mortgage backed securities	4,200		273		(6		)	4,467		—
Asset backed securities	1,937		80		(49		)	1,968		(17		)
State and municipal obligations	1,608		28		(67		)	1,569		—
U.S. government and agencies obligations	220		9		—			229		—
Foreign government bonds and obligations	93		15		—			108		—
Common and preferred stocks	53		2		(5		)	50		—
Other debt obligations	77		—		—			77		—
Total	$	30,383	$	1,649	$	(618	)	$	31,414	$	(161	)

14

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

	December 31, 2009
Description of Securities	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Non-Credit OTTI (1)
	(in millions)
Corporate debt securities	$	15,336	$	894	$	(107	)	$	16,123	$	12
Residential mortgage backed securities	8,050		218		(498		)	7,770		(152		)
Commercial mortgage backed securities	4,437		196		(20		)	4,613		—
Asset backed securities	1,984		72		(62		)	1,994		(18		)
State and municipal obligations	1,472		21		(76		)	1,417		—
U.S. government and agencies obligations	379		9		(1		)	387		—
Foreign government bonds and obligations	95		14		(1		)	108		—
Common and preferred stocks	52		1		(10		)	43		—
Other structured investments	22		36		—			58		21
Other debt obligations	33		—		—			33		—
Total	$	31,860	$	1,461	$	(775	)	$	32,546	$	(137	)

(1) Represents the amount of other-than-temporary impairment losses in Accumulated Other Comprehensive Income. Amount includes unrealized gains and losses on impaired securities subsequent to the impairment measurement date. These amounts are included in gross unrealized gains and losses as of the end of the period.

At March 31, 2010 and December 31, 2009, fixed maturity securities comprised approximately 88% of Ameriprise Financial investments. These securities were rated by Moody’s Investors Service (“Moody’s”), Standard & Poor’s Ratings Services (“S&P”) and Fitch Ratings Ltd. (“Fitch”), except for approximately $1.2 billion of securities at March 31, 2010 and December 31, 2009, which were rated by the Company’s internal analysts using criteria similar to Moody’s, S&P and Fitch. Ratings on fixed maturity securities are presented using the median of ratings from Moody’s, S&P and Fitch. If only two of the ratings are available, the lower rating is used. A summary of fixed maturity securities by rating was as follows:

	March 31, 2010						December 31, 2009
Ratings	Amortized Cost		Fair Value		Percent of Total Fair Value		Amortized Cost		Fair Value		Percent of Total Fair Value
	(in millions, except percentages)
AAA	$	12,217	$	12,746	41	%	$	13,003	$	13,396	41	%
AA	1,567		1,586		5		1,616		1,601		5
A	4,455		4,626		15		4,778		4,910		15
BBB	10,001		10,679		34		10,261		10,802		33
Below investment grade	2,091		1,727		5		2,150		1,794		6
Total fixed maturities	$	30,331	$	31,364	100	%	$	31,808	$	32,503	100	%

At March 31, 2010 and December 31, 2009, approximately 33% and 34%, respectively, of the securities rated AAA were GNMA, FNMA and FHLMC mortgage backed securities. No holdings of any other issuer were greater than 10% of shareholders’ equity.

15

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

The following tables provide information about Available-for-Sale securities with gross unrealized losses and the length of time that individual securities have been in a continuous unrealized loss position:

	March 31, 2010
	Less than 12 months						12 months or more						Total
	Number of	Fair		Unrealized			Number of	Fair		Unrealized			Number of	Fair		Unrealized
Description of Securities	Securities	Value		Losses			Securities	Value		Losses			Securities	Value		Losses
	(in millions, except number of securities)
Corporate debt securities	113	$	717	$	(10	)	134	$	979	$	(41	)	247	$	1,696	$	(51	)
Residential mortgage backed securities	70	1,459		(35		)	174	903		(405		)	244	2,362		(440		)
Commercial mortgage backed securities	11	68		(1		)	19	178		(5		)	30	246		(6		)
Asset backed securities	12	136		(2		)	37	187		(47		)	49	323		(49		)
State and municipal obligations	69	263		(6		)	129	381		(61		)	198	644		(67		)
U.S. government and agencies obligations	4	94		—			—	—		—			4	94		—
Common and preferred stocks	3	—		—			3	45		(5		)	6	45		(5		)
Total	282	$	2,737	$	(54	)	496	$	2,673	$	(564	)	778	$	5,410	$	(618	)

	December 31, 2009
	Less than 12 months						12 months or more						Total
	Number of	Fair		Unrealized			Number of	Fair		Unrealized			Number of	Fair		Unrealized
Description of Securities	Securities	Value		Losses			Securities	Value		Losses			Securities	Value		Losses
	(in millions, except number of securities)
Corporate debt securities	139	$	1,095	$	(18	)	193	$	1,368	$	(89	)	332	$	2,463	$	(107	)
Residential mortgage backed securities	80	1,566		(51		)	172	904		(447		)	252	2,470		(498		)
Commercial mortgage backed securities	37	373		(4		)	36	348		(16		)	73	721		(20		)
Asset backed securities	16	126		(3		)	38	207		(59		)	54	333		(62		)
State and municipal obligations	64	318		(10		)	135	389		(66		)	199	707		(76		)
U.S. government and agencies obligations	5	133		(1		)	—	—		—			5	133		(1		)
Foreign government bonds and obligations	—	—		—			2	4		(1		)	2	4		(1		)
Common and preferred stocks	2	—		—			3	39		(10		)	5	39		(10		)
Other structured investments	—	—		—			6	—		—			6	—		—
Total	343	$	3,611	$	(87	)	585	$	3,259	$	(688	)	928	$	6,870	$	(775	)

As part of Ameriprise Financial’s ongoing monitoring process, management determined that a majority of the gross unrealized losses on its Available-for-Sale securities are attributable to credit spreads. The primary driver of lower unrealized losses at March 31, 2010 was the tightening of credit spreads across sectors.

16

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

The following table presents a rollforward of the cumulative amounts recognized in the Consolidated Statements of Operations for other-than-temporary impairments related to credit losses on securities for which a portion of the securities’ total other-than-temporary impairments was recognized in other comprehensive income (loss):

	2010		2009
	(in millions)
Beginning balance of credit losses on securities held as of January 1 for which a portion of other-than-temporary impairment was recognized in other comprehensive income	$	263	$	258
Additional amount related to credit losses for which an other-than-temporary impairment was not previously recognized	15		8
Additional increases to the amount related to credit losses for which an other-than-temporary impairment was previously recognized	12		16
Ending balance of credit losses on securities held as of March 31 for which a portion of other-than-temporary impairment was recognized in other comprehensive income	$	290	$	282

The change in net unrealized securities gains (losses) in other comprehensive income includes three components, net of tax: (i) unrealized gains (losses) that arose from changes in the market value of securities that were held during the period; (ii) (gains) losses that were previously unrealized, but have been recognized in current period net income due to sales of Available-for-Sale securities; and (iii) other items primarily consisting of adjustments in asset and liability balances, such as DAC, DSIC, benefit reserves and reinsurance recoverables, to reflect the expected impact on their carrying values had the unrealized gains (losses) been realized as of the respective balance sheet dates. As a result of the adoption of a new accounting standard effective January 1, 2009, net unrealized investment gains (losses) arising during the period also include other-than-temporary impairment losses on Available-for-Sale securities related to factors other than credit that were recognized in other comprehensive income during the period. Additionally, reclassification of (gains) losses included in net income contains noncredit other-than-temporary impairment losses that were previously unrealized, but have been recognized in current period net income due to their reclassification as credit losses.

The following table presents a rollforward of the net unrealized investment gains (losses) on Available-for-Sale securities included in accumulated other comprehensive income (loss):

							Accumulated Other
	Net						Comprehensive Income
	Unrealized						(Loss) Related to Net
	Investment			Deferred			Unrealized Investment
	Gains (Losses)			Income Tax			Gains (Losses)
	(in millions)
Balance at January 1, 2009	$	(1,479	)	$	518		$	(961	)
Cumulative effect of accounting change	(211		)(1)	74			(137		)
Net unrealized investment gains arising during the period	242			(85		)	157
Reclassification of gains included in net income	(16		)	6			(10		)
Impact of DAC, DSIC, benefit reserves and reinsurance recoverables	(74		)	26			(48		)
Balance at March 31, 2009	$	(1,538	)	$	539		$	(999	)(2)
Balance at January 1, 2010	$	474		$	(164	)	$	310
Net unrealized investment gains arising during the period	342			(120		)	222
Reclassification of gains included in net income	(2		)	1			(1		)
Impact of DAC, DSIC, benefit reserves and reinsurance recoverables	(125		)	44			(81		)
Balance at March 31, 2010	$	689		$	(239	)	$	450	(2)

(1) Amount represents the cumulative effect of adopting a new accounting standard on January 1, 2009.  See Note 2 for additional information on the adoption impact.

(2) At March 31, 2010 and 2009, Accumulated Other Comprehensive Income Related to Net Unrealized Investment Gains included $(84) million and $(134) million, respectively, of noncredit related impairments on securities and net unrealized securities losses on previously impaired securities.

17

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Net realized gains and losses on Available-for-Sale securities, determined using the specific identification method, were as follows:

	Three Months Ended March 31,
	2010			2009
	(in millions)
Gross realized gains from sales	$	33		$	52
Gross realized losses from sales	(1		)	(1		)
Other-than-temporary impairments related to credit	(30		)	(35		)

The $30 million of other-than-temporary impairments for the three months ended March 31, 2010 primarily related to credit losses on non-agency residential mortgage backed securities. The $35 million of other-than-temporary impairments in 2009 related to credit losses on non-agency residential mortgage backed securities, corporate debt securities primarily in the gaming industries and other structured investments.

Available-for-Sale securities by contractual maturity at March 31, 2010 were as follows:

	Amortized Cost		Fair Value
	(in millions)
Due within one year	$	1,602	$	1,645
Due after one year through five years	6,316		6,616
Due after five years through 10 years	4,709		5,063
Due after 10 years	4,064		4,288
	16,691		17,612
Residential mortgage backed securities	7,502		7,317
Commercial mortgage backed securities	4,200		4,467
Asset backed securities	1,937		1,968
Common and preferred stocks	53		50
Total	$	30,383	$	31,414

Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Residential mortgage backed securities, commercial mortgage backed securities, asset backed securities and other structured investments are not due at a single maturity date. As such, these securities, as well as common and preferred stocks, were not included in the maturities distribution.

Trading Securities

Net recognized gains related to trading securities held at March 31, 2010 and 2009 were $10 million and $4 million, respectively, for the three months then ended.

18

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

5.  Deferred Acquisition Costs and Deferred Sales Inducement Costs

The balances of and changes in DAC were as follows:

	2010			2009
	(in millions)
Balance at January 1	$	4,334		$	4,383
Capitalization of acquisition costs	104			207
Amortization	(118		)	(286		)
Impact of change in net unrealized securities gains	(77		)	(67		)
Balance at March 31	$	4,243		$	4,237

The balances of and changes in DSIC, which is included in other assets, were as follows:

	2010			2009
	(in millions)
Balance at January 1	$	524		$	518
Capitalization of sales inducement costs	15			22
Amortization	(12		)	(49		)
Impact of change in net unrealized securities gains	(13		)	(14		)
Balance at March 31	$	514		$	477

6.  Future Policy Benefits and Claims and Separate Account Liabilities

Future policy benefits and claims consisted of the following:

	March 31, 2010		December 31, 2009
	(in millions)
Fixed annuities	$	16,571	$	16,558
Equity indexed annuities (“EIA”) accumulated host values	141		159
EIA embedded derivatives	7		9
Variable annuities fixed sub-accounts	6,123		6,127
Variable annuity guaranteed minimum withdrawal benefits (“GMWB”)	121		204
Variable annuity guaranteed minimum accumulation benefits (“GMAB”)	78		100
Other variable annuity guarantees	10		12
Total annuities	23,051		23,169
Variable universal life (“VUL”)/ universal life (“UL”) insurance	2,609		2,595
Other life, disability income and long term care insurance	4,678		4,619
Auto, home and other insurance	386		380
Policy claims and other policyholders’ funds	142		123
Total	$	30,866	$	30,886

Separate account liabilities consisted of the following:

	March 31, 2010		December 31, 2009
	(in millions)
Variable annuity variable sub-accounts	$	50,921	$	48,982
VUL insurance variable sub-accounts	5,446		5,239
Other insurance variable sub-accounts	45		46
Threadneedle investment liabilities	3,914		3,862
Total	$	60,326	$	58,129

19

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

7.  Variable Annuity and Insurance Guarantees

The majority of the variable annuity contracts offered by the Company contain guaranteed minimum death benefit (“GMDB”) provisions. The Company also offers variable annuities with death benefit provisions that gross up the amount payable by a certain percentage of contract earnings, which are referred to as gain gross-up (“GGU”) benefits. In addition, the Company offers contracts with GMWB and GMAB provisions. The Company previously offered contracts containing guaranteed minimum income benefit (“GMIB”) provisions.

Certain universal life contracts offered by the Company provide secondary guarantee benefits. The secondary guarantee ensures that, subject to specified conditions, the policy will not terminate and will continue to provide a death benefit even if there is insufficient policy value to cover the monthly deductions and charges.

The following table provides information related to variable annuity guarantees for which the Company has established additional liabilities:

	March 31, 2010							December 31, 2009
Variable annuity guarantees by benefit type(1)	Total contract value		Contract value in separate accounts		Net amount at risk(2)		Weighted average attained age	Total contract value		Contract value in separate accounts		Net amount at risk(2)		Weighted average attained age
	(in millions, except age)
GMDB:
Return of premium	$	32,513	$	29,959	$	614	62	$	30,938	$	28,415	$	974	61
Five/six-year reset	13,998		11,325		691		62	13,919		11,223		929		61
One-year ratchet	7,284		6,620		666		63	7,081		6,400		873		63
Five-year ratchet	1,309		1,223		25		59	1,256		1,171		38		59
Other	565		535		84		67	549		516		95		67
Total — GMDB	$	55,669	$	49,662	$	2,080	62	$	53,743	$	47,725	$	2,909	61
GGU death benefit	$	887	$	806	$	72	63	$	853	$	775	$	70	63
GMIB	$	631	$	588	$	110	63	$	628	$	582	$	126	63
GMWB:
GMWB	$	4,273	$	4,141	$	322	64	$	4,196	$	4,067	$	454	64
GMWB for life	16,051		15,379		526		63	14,988		14,333		795		63
Total — GMWB	$	20,324	$	19,520	$	848	63	$	19,184	$	18,400	$	1,249	63
GMAB	$	3,063	$	2,986	$	98	56	$	2,926	$	2,853	$	153	56

(1) Individual variable annuity contracts may have more than one guarantee and therefore may be included in more than one benefit

type. Variable annuity contracts for which the death benefit equals the account value are not shown in this table.

(2) Represents the current guaranteed benefit amount in excess of the current contract value. GMIB, GMWB and GMAB benefits

are subject to waiting periods and payment periods specified in the contract.

Changes in additional liabilities were as follows:

	GMDB & GGU			GMIB		GMWB			GMAB			UL
	(in millions)
Liability balance at January 1, 2009	$	55		$	12	$	1,471		$	367		$	7
Incurred claims	23			1		(272		)	(37		)	2
Paid claims	(26		)	—		—			—			—
Liability balance at March 31, 2009	$	52		$	13	$	1,199		$	330		$	9
Liability balance at January 1, 2010	$	6		$	6	$	204		$	100		$	15
Incurred claims	3			—		(83		)	(22		)	4
Paid claims	(5		)	—		—			—			(2		)
Liability balance at March 31, 2010	$	4		$	6	$	121		$	78		$	17

20

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

8.  Customer Deposits

Customer deposits consisted of the following:

	March 31, 2010			December 31, 2009
	(in millions)
Fixed rate certificates	$	2,834		$	3,172
Stock market based certificates	863			852
Stock market embedded derivative reserve	22			26
Other	57			59
Less: accrued interest classified in other liabilities	(29		)	(33		)
Total investment certificate reserves	3,747			4,076
Brokerage deposits	1,902			1,894
Banking deposits	2,983			2,584
Total	$	8,632		$	8,554

9.  Debt

The balances and the stated interest rates of outstanding debt of Ameriprise Financial were as follows:

	Outstanding Balance					Stated Interest Rate
	March 31, 2010			December 31, 2009		March 31, 2010		December 31, 2009
	(in millions)
Senior notes due 2010	$	340		$	340	5.4	%	5.4	%
Senior notes due 2015	700		(1)	700		5.7		5.7
Senior notes due 2019	298		(1)	300		7.3		7.3
Senior notes due 2020	746		(1)	—		5.3		—
Senior notes due 2039	200			200		7.8		7.8
Junior subordinated notes due 2066	322			322		7.5		7.5
Municipal bond inverse floater certificates due 2021	6			6		0.3		0.3
Total	$	2,612		$	1,868

(1) Amounts include the fair value of associated fair value hedges on the Company’s long-term debt and any unamortized discounts.

On March 11, 2010, Ameriprise Financial issued $750 million aggregate principal amount of unsecured senior notes which mature on March 15, 2020, and incurred debt issuance costs of $6 million. Interest payments are due semi-annually in arrears on March 15 and September 15, commencing September 15, 2010.

During the first quarter of 2009, Ameriprise Financial extinguished $113 million aggregate principal amount of its junior subordinated notes due 2066 in open market transactions and recognized a gain of $50 million in other revenues.

21

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

10.  Fair Values of Assets and Liabilities

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; that is, an exit price. The exit price assumes the asset or liability is not exchanged subject to a forced liquidation or distressed sale.

Valuation Hierarchy

The Company categorizes its fair value measurements according to a three-level hierarchy. The hierarchy prioritizes the inputs used by the Company’s valuation techniques. A level is assigned to each fair value measurement based on the lowest level input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are defined as follows:

Level 1Unadjusted quoted prices for identical assets or liabilities in active markets that are accessible at the measurement date.

Level 2Prices or valuations based on observable inputs other than quoted prices in active markets for identical assets and liabilities.

Level 3Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

Determination of Fair Value

The Company uses valuation techniques consistent with the market and income approaches to measure the fair value of its assets and liabilities. The Company’s market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The Company’s income approach uses valuation techniques to convert future projected cash flows to a single discounted present value amount. When applying either approach, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs.

The following is a description of the valuation techniques used to measure fair value and the general classification of these instruments pursuant to the fair value hierarchy.

Assets

Cash Equivalents

Cash equivalents include highly liquid investments with original maturities of 90 days or less. Actively traded money market funds are measured at their net asset value (“NAV”) and classified as Level 1. The Company’s remaining cash equivalents are classified as Level 2 and measured at amortized cost, which is a reasonable estimate of fair value because of the short time between the purchase of the instrument and its expected realization.

Investments (Trading Securities and Available-for-Sale Securities)

When available, the fair value of securities is based on quoted prices in active markets. If quoted prices are not available, fair values are obtained from nationally-recognized pricing services, broker quotes, or other model-based valuation techniques. Level 1 securities include U.S. Treasuries and seed money in funds traded in active markets. Level 2 securities include agency mortgage backed securities, commercial mortgage backed securities, asset backed securities, municipal and corporate bonds, U.S. and foreign government and agency securities, and seed money and other investments in certain hedge funds. The fair value of these Level 2 securities is based on a market approach with prices obtained from nationally-recognized pricing services.  Observable inputs used to value these securities can include: reported trades, benchmark yields, issuer spreads and broker/dealer quotes.  Level 3 securities include non-agency residential mortgage backed securities, commercial mortgage backed securities, asset backed securities, corporate bonds and seed money in property funds. The fair value of these Level 3 securities is typically based on a single broker quote, except for the valuation of non-agency residential mortgage backed securities, described in detail below.

While the Company believes the market for non-agency residential mortgage backed securities is still inactive, effective March 31, 2010, the Company returned to using prices from nationally-recognized pricing services to determine the fair value of certain non-agency residential mortgage backed securities because the difference between these prices and the results of the Company’s discounted cash flows was not significant.

22

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Separate Account Assets

The fair value of assets held by separate accounts is determined by the NAV of the funds in which those separate accounts are invested. The NAV represents the exit price for the separate account. Separate account assets are classified as Level 2 as they are traded in principal-to-principal markets with little publicly released pricing information.

Other Assets

Derivatives that are measured using quoted prices in active markets, such as foreign exchange forwards, or derivatives that are exchanged-traded are classified as Level 1 measurements. The fair value of derivatives that are traded in less active over-the-counter markets are generally measured using pricing models with market observable inputs such as interest rates and equity index levels. These measurements are classified as Level 2 within the fair value hierarchy and include interest rate swaps and options. Derivatives that are valued using pricing models that have significant unobservable inputs are classified as Level 3 measurements.

Liabilities

Future Policy Benefits and Claims

The Company values the embedded derivative liability attributable to the provisions of certain variable annuity riders using internal valuation models. These models calculate fair value by discounting expected cash flows from benefits plus margins for profit, risk and expenses less embedded derivative fees. The projected cash flows used by these models include observable capital market assumptions (such as, market implied equity volatility and the LIBOR swap curve)  and incorporate significant unobservable inputs related to contractholder behavior assumptions (such as withdrawals and lapse rates) and margins for risk, profit and expenses that the Company believes an exit market participant would expect. The fair value of these embedded derivatives also reflects a current estimate of the Company’s nonperformance risk specific to these liabilities. Given the significant unobservable inputs to this valuation, these measurements are classified as Level 3. The embedded derivative liability attributable to these provisions is recorded in future policy benefits and claims. The Company uses various Black-Scholes calculations to determine the fair value of the embedded derivative liability associated with the provisions of its equity indexed annuities. The inputs to these calculations are primarily market observable and include interest rates, volatilities, and equity index levels. As a result, these measurements are classified as Level 2.

Customer Deposits

The Company uses various Black-Scholes calculations to determine the fair value of the embedded derivative liability associated with the provisions of its stock market certificates. The inputs to these calculations are primarily market observable and include interest rates, volatilities, and equity index levels. As a result, these measurements are classified as Level 2.

Other Liabilities

Derivatives that are measured using quoted prices in active markets, such as foreign exchange forwards, or derivatives that are exchanged-traded are classified as Level 1 measurements. The fair value of derivatives that are traded in less active over-the-counter markets are generally measured using pricing models with market observable inputs such as interest rates and equity index levels. These measurements are classified as Level 2 within the fair value hierarchy and include interest rate swaps and options.

Securities sold not yet purchased include highly liquid investments which are short-term in nature. Level 1 securities include U.S. Treasuries and securities traded in active markets. The remaining securities sold not yet purchased are measured using amortized cost, which is a reasonable estimate of fair value because of the short time between the purchase of the instrument and its expected realization.

23

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

The following tables present the balances of assets and liabilities of Ameriprise Financial measured at fair value on a recurring basis:

	March 31, 2010
	Level 1		Level 2		Level 3		Total
	(in millions)
Assets
Cash equivalents	$	83	$	4,506	$	—	$	4,589
Available-for-Sale securities:
Corporate debt securities	—		14,371		1,258		15,629
Residential mortgage backed securities	—		3,432		3,885		7,317
Commercial mortgage backed securities	—		4,387		80		4,467
Asset backed securities	—		1,509		459		1,968
State and municipal obligations	—		1,569		—		1,569
U.S. government and agencies obligations	21		208		—		229
Foreign government bonds and obligations	—		108		—		108
Common and preferred stocks	—		46		4		50
Other debt obligations	—		77		—		77
Total Available-for-Sale securities	21		25,707		5,686		31,414
Trading securities:
Seed money	105		69		16		190
Investments segregated for regulatory purposes	2		313		—		315
Other	—		36		—		36
Total Trading securities	107		418		16		541
Separate account assets	—		60,326		—		60,326
Other assets:
Interest rate derivative contracts	—		169		—		169
Equity derivative contract	—		458		—		458
Other	2		2		—		4
Total Other assets	2		629		—		631
Total assets at fair value	$	213	$	91,586	$	5,702	$	97,501
Liabilities
Future policy benefits and claims:
EIA embedded derivatives	$	—	$	7	$	—	$	7
GMWB and GMAB embedded derivatives	—		—		193		193
Total Future policy benefits and claims	—		7		193		200
Customer deposits	—		22		—		22
Other liabilities:
Interest rate derivatives contacts	—		197		—		197
Equity derivative contracts	—		700		—		700
Other	1		4		—		5
Total Other liabilities	1		901		—		902
Total liabilities at fair value	$	1	$	930	$	193	$	924

24

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

	December 31, 2009
	Level 1		Level 2		Level 3		Total
	(in millions)
Assets
Cash equivalents	$	57	$	2,733	$	—	$	2,790
Available-for-Sale securities:
Corporate debt securities	—		14,871		1,252		16,123
Residential mortgage backed securities	—		3,788		3,982		7,770
Commercial mortgage backed securities	—		4,541		72		4,613
Asset backed securities	—		1,539		455		1,994
State and municipal obligations	—		1,417		—		1,417
U.S. government and agencies obligations	64		323		—		387
Foreign government bonds and obligations	—		108		—		108
Common and preferred stocks	—		39		4		43
Other structured investments	—		—		58		58
Other debt obligations	—		33		—		33
Total Available-for-Sale securities	64		26,659		5,823		32,546
Trading securities	101		436		16		553
Separate account assets	—		58,129		—		58,129
Other assets	1		815		—		816
Total assets at fair value	$	223	$	88,772	$	5,839	$	94,834
Liabilities
Future policy benefits and claims	$	—	$	9	$	299	$	308
Customer deposits	—		26		—		26
Other liabilities	1		937		—		938
Total liabilities at fair value	$	1	$	972	$	299	$	1,272

The following tables provide a summary of changes in Level 3 assets and liabilities of Ameriprise Financial measured at fair value on a recurring basis:

				Total Gains (Losses)						Purchases,
				Included in						Sales,
	Balance,						Other Com-			Issuances			Transfers		Balance,
	January 1,			Net			prehensive			and Settle-			In/(Out) of		March 31,
	2010			Income			Income			ments, Net			Level 3		2010
	(in millions)
Available-for-Sale securities:
Corporate debt securities	$	1,252		$	—		$	19		$	(13	)	$	—	$	1,258
Residential mortgage backed securities	3,982			(5		)	76			(168		)	—		3,885
Commercial mortgage backed securities	72			—			8			—			—		80
Asset backed securities	455			4			18			(18		)	—		459
Common and preferred stocks	4			—			—			—			—		4
Other structured investments	58			1			5			(64		)	—		—
Total Available-for-Sale securities	5,823			—		(1)	126			(263		)	—		5,686
Trading securities	16			1		(1)	(1		)	—			—		16
Future policy benefits and claims:
GMWB and GMAB embedded derivatives	(299		)	134		(2)	—			(28		)	—		(193		)

(1) Included in net investment income in the Consolidated Statements of Operations.

(2) Included in benefits, claims, losses and settlement expenses in the Consolidated Statements of Operations.

25

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

				Total Gains (Losses)						Purchases,
				Included in						Sales,
	Balance,						Other Com-			Issuances			Transfers			Balance,
	January 1,			Net			prehensive			and Settle-			In/(Out) of			March 31,
	2009			Income			Income			ments, Net			Level 3			2009
	(in millions)
Available-for-Sale securities:
Corporate debt securities	$	1,120		$	—		$	25		$	(43	)	$	(14	)	$	1,088
Residential mortgage backed securities	1,208			(8		)	6			1,528			—			2,734
Commercial mortgage backed securities	3			—			—			—			—			3
Asset backed securities	222			2			(6		)	68			—			286
Common and preferred stocks	10			—			—			—			—			10
Other structured investments	50			(3		)	(7		)	(2		)	—			38
Other debt obligations	—			—			—			5			—			5
Total Available-for-Sale securities	2,613			(9		)(1)	18			1,556			(14		)(3)	4,164
Trading securities	30			—			(1		)	(4		)	—			25
Other assets	199			(3		)(2)	—			(71		)	—			125
Future policy benefits and claims	(1,832		)	331		(2)	—			(15		)	—			(1,516		)

(1) Included in net investment income in the Consolidated Statements of Operations.

(2) Included in benefits, claims, losses and settlement expenses in the Consolidated Statements of Operations.

(3) Represents a security transferred to Level 2 as the fair value is now obtained from a nationally-recognized pricing service. Previously, the fair value of the security was based on broker quotes.

The Company recognizes transfers between levels of the fair value hierarchy as of the beginning of the quarter in which each transfer occurred.

The following table presents the changes in unrealized gains (losses) included in net income related to Level 3 assets and liabilities of Ameriprise Financial held at March 31 for the three months then ended:

	2010					2009
	Net Investment Income			Benefits, Claims, Losses and Settlement Expenses		Net Investment Income			Benefits, Claims, Losses and Settlement Expenses
	(in millions)
Available-for-Sale securities:
Corporate debt securities	$	—		$	—	$	—		$	—
Residential mortgage backed securities	(6		)	—		(8		)	—
Commercial mortgage backed securities	—			—		—			—
Asset backed securities	4			—		2			—
Other structured investments	—			—		(3		)	—
Total Available-for-Sale securities	(2		)	—		(9		)	—
Trading securities	—			—		—			—
Other assets	—			—		—			—
Future policy benefits and claims	—			132		—			322

During the reporting period, there were no material assets or liabilities measured at fair value on a nonrecurring basis.

26

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

The following table provides the carrying value and the estimated fair value of financial instruments that are not reported at fair value. All other financial instruments that are reported at fair value have been included above in the table with balances of assets and liabilities Ameriprise Financial measured at fair value on a recurring basis.

	March 31, 2010				December 31, 2009
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(in millions)				(in millions)
Financial Assets
Commercial mortgage loans, net	$	2,643	$	2,666	$	2,663	$	2,652
Policy loans	720		768		720		795
Receivables	1,434		1,083		1,387		1,055
Restricted and segregated cash	1,532		1,532		1,633		1,633
Other investments and assets	420		458		451		468
Financial Liabilities
Future policy benefits and claims	$	15,492	$	15,413	$	15,540	$	15,657
Investment certificate reserves	3,725		3,726		4,050		4,053
Banking and brokerage customer deposits	4,885		4,885		4,478		4,478
Separate account liabilities	4,324		4,324		4,268		4,268
Debt and other liabilities	2,690		2,829		2,365		2,407

Investments

The fair value of commercial mortgage loans, except those with significant credit deterioration, is determined by discounting contractual cash flows using discount rates that reflect current pricing for loans with similar remaining maturities and characteristics including loan-to-value ratio, occupancy rate, refinance risk, debt-service coverage, location, and property condition. For commercial mortgage loans with significant credit deterioration, fair value is determined using the same adjustments as above with an additional adjustment for the Company’s estimate of the amount recoverable on the loan.

The fair value of policy loans is determined using discounted cash flows.

Receivables

The fair value of consumer banking loans is determined by discounting estimated cash flows and incorporating adjustments for prepayment, administration expenses, severity and credit loss estimates, with discount rates based on the Company’s estimate of current market conditions.

Loans held for sale are measured at the lower of cost or market and fair value is based on what secondary markets are currently offering for loans with similar characteristics.

Brokerage margin loans are measured at outstanding balances, which are a reasonable estimate of fair value because of the sufficiency of the collateral and short term nature of these loans.

Restricted and Segregated Cash

Restricted and segregated cash is generally set aside for specific business transactions and restrictions are specific to the Company and do not transfer to third party market participants, therefore, the carrying amount is a reasonable estimate of fair value.

Amounts segregated under federal and other regulations may also reflect resale agreements and are measured at the cost at which the securities will be sold. This measurement is a reasonable estimate of fair value because of the short time between entering into the transaction and its expected realization and the reduced risk of credit loss due to pledging U.S. government-backed securities as collateral.

27

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Other Investments and Assets

Other investments and assets primarily consist of syndicated loans. The fair value of syndicated loans is obtained from a nationally-recognized pricing service.

Future Policy Benefits and Claims

The fair value of fixed annuities, in deferral status, is determined by discounting cash flows using a risk neutral discount rate with adjustments for profit margin, expense margin, early policy surrender behavior, a provision for adverse deviation from estimated early policy surrender behavior, and the Company’s nonperformance risk specific to these liabilities. The fair value of other liabilities including non-life contingent fixed annuities in payout status, equity indexed annuity host contracts and the fixed portion of a small number of variable annuity contracts classified as investment contracts is determined in a similar manner.

Customer Deposits

The fair value of investment certificate reserves is determined by discounting cash flows using discount rates that reflect current pricing for assets with similar terms and characteristics, with adjustments for early withdrawal behavior, penalty fees, expense margin and the Company’s nonperformance risk specific to these liabilities.

Banking and brokerage customer deposits are liabilities with no defined maturities and fair value is the amount payable on demand at the reporting date.

Separate Account Liabilities

Certain separate account liabilities are classified as investment contracts and are carried at an amount equal to the related separate account assets. Carrying value is a reasonable estimate of the fair value as it represents the exit value as evidenced by withdrawal transactions between contractholders and the Company. A nonperformance adjustment is not included as the related separate account assets act as collateral for these liabilities and minimize nonperformance risk.

Debt and Other Liabilities

Debt fair value is based on quoted prices in active markets, when available. If quoted prices are not available fair values are obtained from nationally-recognized pricing services, broker quotes, or other model-based valuation techniques such as present value of cash flows.

28

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

11.  Derivatives and Hedging Activities of Ameriprise Financial

Derivative instruments enable the Company to manage its exposure to various market risks. The value of such instruments is derived from an underlying variable or multiple variables, including equity, foreign exchange and interest rate indices or prices. The Company primarily enters into derivative agreements for risk management purposes related to the Company’s products and operations.

The Company uses derivatives as economic hedges and occasionally holds derivatives designated for hedge accounting. The following table presents the balance sheet location and the gross fair value of derivative instruments, including embedded derivatives, by type of derivative and product:

	Balance	Asset				Balance	Liability
Derivatives designated	Sheet	March 31,		December 31,		Sheet	March 31,		December 31,
as hedging instruments	Location	2010		2009		Location	2010		2009
		(in millions)					(in millions)
Cash flow hedges
Interest on debt	Other assets	$	—	$	19		$	—	$	—
Fair value hedges
Fixed rate debt	Other assets	3		—		Other liabilities	2		—
Total qualifying hedges		3		19			2		—
Derivatives not designated  as hedging instruments
Interest rate contracts
GMWB and GMAB	Other assets	166		176		Other liabilities	195		280
Interest rate lock commitments	Other assets	—		1			—		—
Equity contracts
GMWB and GMAB	Other assets	326		437		Other liabilities	589		474
GMDB		—		—		Other liabilities	2		2
Equity indexed annuities	Other assets	1		2			—		—
Equity indexed annuities embedded derivatives		—		—		Future policy benefits and claims	7		9
Stock market certificates	Other assets	131		166		Other liabilities	109		141
Stock market certificates embedded derivatives		—		—		Customer deposits	22		26
Seed money		—		—		Other liabilities	—		1
Foreign exchange contracts
Seed money	Other assets	1		—			—		—
Other
GMWB and GMAB embedded derivatives(1)		—		—		Future policy benefits and claims	193		299
Total non-designated		625		782			1,117		1,232
Total derivatives		$	628	$	801		$	1,119	$	1,232

(1) The fair values of GMWB and GMAB embedded derivatives fluctuate primarily based on changes in equity, interest rate and credit markets.

See Note 10 for additional information regarding the Company’s fair value measurement of derivative instruments.

29

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Derivatives Not Designated as Hedges

The following table presents a summary of the impact of derivatives not designated as hedging instruments on the Consolidated Statements of Operations:

		Amount of Gain (Loss) on
		Derivatives Recognized in Income
		Three Months			Three Months
Derivatives not designated as	Location of Gain (Loss) on	Ended			Ended
hedging instruments	Derivatives Recognized in Income	March 31, 2010			March 31, 2009
		(in millions)
Interest rate contracts
GMWB and GMAB	Benefits, claims, losses and settlement expenses	$	26		$	(123	)
Equity contracts
GMWB and GMAB	Benefits, claims, losses and settlement expenses	(183		)	61
GMDB	Benefits, claims, losses and settlement expenses	(3		)	—
Equity indexed annuities	Interest credited to fixed accounts	1			(2		)
Equity indexed annuities embedded derivatives	Interest credited to fixed accounts	2			1
Stock market certificates	Banking and deposit interest expense	3			(3		)
Stock market certificates embedded derivatives	Banking and deposit interest expense	4			(2		)
Seed money	Net investment income	(2		)	10
Foreign exchange contracts
Seed money	General and administrative expense	2			3
Other
GMWB and GMAB embedded derivatives	Benefits, claims, losses and settlement expenses	106			316
Total		$	(44	)	$	261

The Company holds derivative instruments that either do not qualify or are not designated for hedge accounting treatment. These derivative instruments are used as economic hedges of equity, interest rate and foreign currency exchange rate risk related to various products and transactions of the Company.

The majority of the Company’s annuity contracts contain GMDB provisions, which may result in a death benefit payable that exceeds the contract accumulation value when market values of customers’ accounts decline. Certain annuity contracts contain GMWB or GMAB provisions, which guarantee the right to make limited partial withdrawals each contract year regardless of the volatility inherent in the underlying investments or guarantee a minimum accumulation value of considerations received at the beginning of the contract period, after a specified holding period, respectively. The Company economically hedges the exposure related to non-life contingent GMWB and GMAB provisions using various equity futures, equity options, total return swaps, interest rate swaptions and interest rate swaps. In 2009, the Company entered into a limited number of derivative contracts to economically hedge equity exposure related to GMDB provisions on variable annuity contracts written previously in 2009. At March 31, 2010, the gross notional amount of these contracts was $36.5 billion and $78 million for the Company’s GMWB and GMAB provisions and GMDB provisions, respectively. At December 31, 2009, the gross notional amount of these contracts was $38.7 billion and $77 million for the Company’s GMWB and GMAB provisions and GMDB provisions, respectively. The premium associated with certain of the above options is paid or received semi-annually over the life of the option contract.

The following is a summary of the payments the Company is scheduled to make and receive for these options:

	Premiums Payable		Premiums Receivable
	(in millions)
2010(1)	$	166	$	5
2011	204		4
2012	174		3
2013	151		2
2014	126		1
2015-2024	434		4

(1) 2010 amounts represent the amounts payable and receivable for the period from April 1, 2010 to December 31, 2010.

Actual timing and payment amounts may differ due to future contract settlements, modifications or exercises of options prior to the full premium being paid or received.

30

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Equity indexed annuities and stock market certificate products have returns tied to the performance of equity markets. As a result of fluctuations in equity markets, the obligation incurred by the Company related to equity indexed annuities and stock market certificate products will positively or negatively impact earnings over the life of these products. As a means of economically hedging its obligations under the provisions of these products, the Company enters into index options and occasionally enters into futures contracts. The gross notional amount of these derivative contracts was $1.6 billion at March 31, 2010 and December 31, 2009.

The Company enters into forward contracts, futures and total return swaps to manage its exposure to price risk arising from seed money investments made in proprietary mutual funds. The gross notional amount of these contracts was $183 million and $191 million at March 31, 2010 and December 31, 2009, respectively.

The Company enters into foreign currency forward contracts to hedge its exposure to certain receivables and obligations denominated in non-functional currencies. The gross notional amount of these contracts was $5 million and $7 million at March 31, 2010 and December 31, 2009, respectively.

In the first quarter of 2010, the Company entered into a total return swap to hedge its exposure to equity price risk of Ameriprise Financial, Inc. common stock granted as part of its Deferred Equity Program for Independent Financial Advisors. As part of the contract, the Company expects to cash settle the difference between the value of a fixed number of shares at the contract date (which may be increased from time to time) and the value of those shares over an unwind period ending on December 31, 2010. The gross notional value of this contract was $31 million at March 31, 2010.

Embedded Derivatives

Certain annuities contain GMAB and non-life contingent GMWB provisions, which are considered embedded derivatives. In addition, the equity component of the equity indexed annuity and stock market investment certificate product obligations are also considered embedded derivatives. As captured in the tables above, embedded derivatives are bifurcated from their host contracts and reported on the Consolidated Balance Sheets at fair value with changes in fair value reported in earnings. As noted above, the Company uses derivatives to mitigate the financial statement impact of these embedded derivatives.

Cash Flow Hedges

The Company has designated and accounts for the following as cash flow hedges: (i) interest rate swaps to hedge interest rate exposure on debt, (ii) interest rate lock agreements to hedge interest rate exposure on debt issuances and (iii) swaptions used to hedge the risk of increasing interest rates on forecasted fixed premium product sales. The Company records amounts in accumulated other comprehensive income related to gains and losses associated with the effective portion of designated cash flow hedges. The Company reclassifies these amounts into income as the forecasted transactions impact earnings.

In November 2005, the Company terminated its swap agreements and recorded a gain in accumulated other comprehensive income. The gain on the swaps is being amortized as a reduction to interest expense over the period that the forecasted cash flows are expected to occur. As of January 2007, the Company removed the hedge designation from its swaptions due to the hedge relationship no longer being highly effective. Amounts previously recorded in accumulated other comprehensive income will be reclassified into earnings as the originally forecasted transactions occur. In March 2010, the Company terminated its rate lock agreement and recorded a gain in accumulated other comprehensive income. The gain on the rate lock is being amortized as a reduction in interest expense over the period that the forecasted cash flows are expected to occur. The following table shows the impact of the effective portion of the Company’s cash flow hedges on the Consolidated Statements of Operations and the Consolidated Statements of Equity for the periods ended March 31, 2010 and 2009:

	Amount of Loss Recognized						Amount of Gain (Loss) Reclassified
	in Other Comprehensive						from Accumulated Other
	Income on Derivatives					Location of Gain (Loss)	Comprehensive Income into Income
	Three Months			Three Months		Reclassified from Accumulated	Three Months			Three Months
Derivatives designated	Ended			Ended		Other Comprehensive	Ended			Ended
as hedging instruments	March 31, 2010			March 31, 2009		Income into Income	March 31, 2010			March 31, 2009
	(in millions)						(in millions)
Cash flow hedges
Interest on debt	$	(10	)	$	—	Interest and debt expense	$	2		$	2
Fixed annuity products	—			—		Net investment income	(2		)	(2		)
Total	$	(10	)	$	—	Total	$	—		$	—

31

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

At March 31, 2010, the Company expects to reclassify $2 million of net pretax gains on derivative instruments from accumulated other comprehensive income (loss) to earnings during the next 12 months. The $2 million net pretax gain is made up of an $8 million deferred gain related to interest rate swaps that will be recorded as a reduction to interest and debt expense, partially offset by a $6 million deferred loss related to interest rate swaptions that will be recorded in net investment income. For any hedge relationships that are discontinued because the forecasted transaction is not expected to occur according to the original strategy, any related amounts previously recorded in accumulated other comprehensive income are recognized in earnings immediately. No hedge relationships were discontinued during the periods ended March 31, 2010 and 2009 due to forecasted transactions no longer being expected to occur according to the original hedge strategy. For the three months ended March 31, 2010 and 2009, amounts recognized in earnings on derivative transactions that were ineffective were nil.

Currently, the longest period of time over which the Company is hedging exposure to the variability in future cash flows is 26 years and relates to forecasted debt interest payments.

Fair Value Hedges

During the first quarter of 2010, the Company entered into and designated three interest rate swaps to convert senior notes due 2015, 2019 and 2020 from fixed rate debt to floating debt. The swaps have identical terms as the underlying debt being hedged so there is no expected ineffectiveness related to the hedges. The Company recognizes gains and losses on the derivatives and the related hedged items within net interest and debt expense. The following table shows the amounts recognized in income for the period ended March 31, 2010:

Derivatives designated as hedging instruments	Location of Gain Recorded into Income	Amount of Gain Recognized in Income on Derivative
		(in millions)
Fair Value hedges
Fixed rate debt	Interest and debt expense	$	6
Total		$	6

Credit Risk

Credit risk associated with the Company’s derivatives is the risk that a derivative counterparty will not perform in accordance with the terms of the applicable derivative contract. To mitigate such risk, the Company has established guidelines and oversight of credit risk through a comprehensive enterprise risk management program that includes members of senior management. Key components of this program are to require preapproval of counterparties and the use of master netting arrangements and collateral arrangements wherever practical. As of March 31, 2010 and December 31, 2009, the Company held $47 million and $103 million, respectively, in cash and cash equivalents and recorded a corresponding liability in other liabilities for collateral the Company is obligated to return to counterparties. As of March 31, 2010 and December 31, 2009, the Company had accepted additional collateral consisting of various securities with a fair market value of nil and $22 million, respectively, which are not reflected on the Consolidated Balance Sheets. As of March 31, 2010 and December 31, 2009, the Company’s maximum credit exposure related to derivative assets after considering netting arrangements with counterparties and collateral arrangements was approximately $33 million and $83 million, respectively.

Certain of the Company’s derivative instruments contain provisions that adjust the level of collateral the Company is required to post based on the Company’s debt rating (or based on the financial strength of the Company’s life insurance subsidiaries for contracts in which those subsidiaries are the counterparty). Additionally, certain of the Company’s derivative contracts contain provisions that allow the counterparty to terminate the contract if the Company’s debt does not maintain a specific credit rating (generally an investment grade rating) or the Company’s life insurance subsidiary does not maintain a specific financial strength rating. If these termination provisions were to be triggered, the Company’s counterparty could require immediate settlement of any net liability position. At March 31, 2010 and December 31, 2009, the aggregate fair value of all derivative instruments in a net liability position containing such credit risk features was $347 million and $297 million, respectively. The aggregate fair value of assets posted as collateral for such instruments as of March 31, 2010 and December 31, 2009 was $336 million and $269 million, respectively. If the credit risk features of derivative contracts that were in a net liability position at March 31, 2010 and December 31, 2009 were triggered, the additional fair value of assets needed to settle these derivative liabilities would have been $11 million and $28 million, respectively.

12.  Income Taxes

The Company’s effective tax rates were 17.9% and 13.3% for the three months ended March 31, 2010 and 2009, respectively. The increase in the effective tax rate primarily reflects an increase in pretax income relative to tax advantaged items for the three months ended March 31, 2010.

32

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

The Company is required to establish a valuation allowance for any portion of the deferred tax assets that management believes will not be realized. Included in deferred tax assets is a significant deferred tax asset relating to capital losses that have been recognized for financial statement purposes but not yet for tax return purposes. Under current U.S. federal income tax law, capital losses generally must be used against capital gain income within five years of the year in which the capital losses are recognized for tax purposes. Significant judgment is required in determining if a valuation allowance should be established, and the amount of such allowance if required. Factors used in making this determination include estimates relating to the performance of the business including the ability to generate capital gains. Consideration is given to, among other things in making this determination, i) future taxable income exclusive of reversing temporary differences and carryforwards, ii) future reversals of existing taxable temporary differences, iii) taxable income in prior carryback years, and iv) tax planning strategies. Based on analysis of the Company’s tax position, management believes it is more likely than not that the results of future operations and implementation of tax planning strategies will generate sufficient taxable income to enable the Company to utilize all of its deferred tax assets. Accordingly, no valuation allowance for deferred tax assets has been established as of March 31, 2010 and 2009.

Included in the Company’s deferred income tax assets are tax benefits related to net operating loss carryforwards of $14 million which will expire beginning December 31, 2025. As a result of the Company’s ability to file a consolidated U.S. federal income tax return including the Company’s life insurance subsidiaries in 2010, as well as the expected level of taxable income management believes the Company’s tax credit carryforwards will be utilized in the current year and therefore are not reflected as a deferred tax asset.

As of March 31, 2010 and December 31, 2009, the Company had $7 million of gross unrecognized tax benefits and $33 million of gross unrecognized tax expense, respectively. If recognized, approximately $79 million and $81 million, net of federal tax benefits, of unrecognized tax benefits as of March 31, 2010 and December 31, 2009, respectively, would affect the effective tax rate.

The Company recognizes interest and penalties related to unrecognized tax benefits as a component of the income tax provision. The Company recognized a net reduction of $10 million in interest and penalties for the three months ended March 31, 2010. At March 31, 2010 and December 31, 2009, the Company had a receivable of $22 million and $12 million, respectively, related to accrued interest and penalties.

It is reasonably possible that the total amounts of unrecognized tax benefits will change in the next 12 months. Based on the current audit position of the Company, it is estimated that the total amount of gross unrecognized tax benefits may increase by $20 million to $25 million in the next 12 months.

The Company or one or more of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 1997. The Internal Revenue Service (“IRS”), as part of the overall examination of the American Express Company consolidated return, completed its field examination of the Company’s U.S. income tax returns for 1997 through 2002 during 2008 and completed its field examination of 2003 through 2004 in the third quarter of 2009. However, for federal income tax purposes these years continue to remain open as a consequence of certain issues under appeal. In the fourth quarter of 2008, the IRS commenced an examination of the Company’s U.S. income tax returns for 2005 through 2007, which is expected to be completed in the second quarter of 2010. The Company’s or certain of its subsidiaries’ state income tax returns are currently under examination by various jurisdictions for years ranging from 1998 through 2006.

On September 25, 2007, the IRS issued Revenue Ruling 2007-61 in which it announced that it intends to issue regulations with respect to certain computational aspects of the Dividends Received Deduction (“DRD”) related to separate account assets held in connection with variable contracts of life insurance companies. Revenue Ruling 2007-61 suspended a revenue ruling issued in August 2007 that purported to change accepted industry and IRS interpretations of the statutes governing these computational questions. Management believes that the IRS will concede this issue for open tax years and it is likely that any regulations that would result from a regulation project would apply prospectively only.  Any regulations that the IRS ultimately proposes for issuance in this area will be subject to public notice and comment, at which time insurance companies and other members of the public will have the opportunity to raise legal and practical questions about the content, scope and application of such regulations. As a result, the ultimate timing and substance of any such regulations are unknown at this time, but they may result in the elimination of some or all of the separate account DRD tax benefit that we receive. Additionally, included in the Administration’s 2011 Revenue Proposals is a provision to modify the DRD for life insurance companies separate accounts, which if enacted could significantly reduce the DRD tax benefits the Company would receive, prospectively, beginning in 2011.

33

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

13.  Contingencies

Owing to conditions then-prevailing in the credit markets and the isolated defaults of unaffiliated structured investment vehicles held in the portfolios of money market funds advised by its RiverSource Investments LLC subsidiary (the “2a-7 Funds”), the Company closely monitored the net asset value of the 2a-7 Funds during 2008 and through the date of this report and, as circumstances warranted from time to time during 2008 and 2009, injected capital into one or more of the 2a-7 Funds. Management believes that the market conditions which gave rise to those circumstances have significantly diminished. The Company has not provided a formal capital support agreement or net asset value guarantee to any of the 2a-7 Funds.

The Company and its subsidiaries are involved in the normal course of business in legal, regulatory and arbitration proceedings, including class actions, concerning matters arising in connection with the conduct of its activities as a diversified financial services firm. These include proceedings specific to the Company as well as proceedings generally applicable to business practices in the industries in which it operates. The Company can also be subject to litigation arising out of its general business activities, such as its investments, contracts, leases and employment relationships. Uncertain economic conditions heightened volatility in the financial markets, such as those which have been experienced from the latter part of 2007 through 2009, and significant regulatory reform proposals may increase the likelihood that clients and other persons or regulators may present or threaten legal claims or that regulators increase the scope or frequency of examinations of the Company or the financial services industry generally.

As with other financial services firms, the level of regulatory activity and inquiry concerning the Company’s businesses remains elevated. From time to time, the Company receives requests for information from, and/or has been subject to examination or claims by, the SEC, the Financial Industry Regulatory Authority, the Office of Thrift Supervision, state insurance and securities regulators, state attorneys general and various other governmental and quasi-governmental authorities on behalf of themselves or clients concerning the Company’s business activities and practices, and the practices of the Company’s financial advisors. Pending matters about which the Company has during recent periods received such information requests or claims include: sales and product or service features of, or disclosures pertaining to, mutual funds, annuities, equity and fixed income securities, insurance products, brokerage services, financial plans and other advice offerings; supervision of the Company’s financial advisors; supervisory practices in connection with financial advisors’ outside business activities; sales practices and supervision associated with the sale of fixed and variable annuities and non-exchange traded (or “private placement”) securities; information security; the delivery of financial plans and the suitability of investments and product selection processes. The number of reviews and investigations has increased in recent years with regard to many firms in the financial services industry, including Ameriprise Financial. The Company has cooperated and will continue to cooperate with the applicable regulators regarding their inquiries.

These legal and regulatory proceedings and disputes are subject to uncertainties and, as such, the Company is unable to estimate the possible loss or range of loss that may result. An adverse outcome in one or more of these proceedings could result in adverse judgments, settlements, fines, penalties or other relief, in addition to further claims, examinations or adverse publicity, that could have a material adverse effect on the Company’s consolidated financial condition or results of operations.

Certain legal and regulatory proceedings are described below.

In June 2004, an action captioned John E. Gallus et al. v. American Express Financial Corp. and American Express Financial Advisors Inc., was filed in the United States District Court for the District of Arizona, and was later transferred to the United States District Court for the District of Minnesota. The plaintiffs alleged that they were investors in several of the Company’s mutual funds and they purported to bring the action derivatively on behalf of those funds under the Investment Company Act of 1940 (the ‘40 Act). The plaintiffs alleged that fees allegedly paid to the defendants by the funds for investment advisory and administrative services were excessive. Plaintiffs seek an order declaring that defendants have violated the ‘40 Act and awarding unspecified damages including excessive fees allegedly paid plus interest and other costs. On July 6, 2007, the Court granted the Company’s motion for summary judgment, dismissing all claims with prejudice. Plaintiffs appealed the Court’s decision, and on April 8, 2009, the U.S. Court of Appeals for the Eighth Circuit reversed the district court’s decision, and remanded the case for further proceedings. The Company filed with the United States Supreme Court a Petition for Writ of Certiorari to review the judgment of the Court of Appeals in this case in light of the Supreme Court’s anticipated review, of a similar excessive fee case captioned Jones v. Harris Associates. On March 30, 2010, the Supreme Court issued its ruling in Jones v. Harris Associates, and on April 5, 2010, the Supreme Court vacated the Eighth Circuit’s decision in this case and remanded it to the Eighth Circuit for further consideration in light of the Supreme Court’s decision in Jones v. Harris Associates.

34

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

In July 2009, two issuers of private placement interests (Medical Capital Holdings, Inc./Medical Capital Corporation and affiliated corporations and Provident Shale Royalties, LLC and affiliated corporations) sold by the Company’s subsidiary Securities America, Inc. (“SAI”) were placed into receivership, which has resulted in the filing of several putative class action lawsuits and numerous arbitrations naming both SAI and Ameriprise Financial as well as related regulatory inquiries and actions. The putative class actions and arbitrations generally allege violations of state and/or federal securities laws in connection with SAI’s sales of these private placement interests. These actions were commenced in September 2009 and thereafter, and seek unspecified damages. Currently, two arbitrations have been scheduled for hearings later this year, in November and December 2010, with the other scheduled arbitration hearings set to begin in 2011. Motions to dismiss have been filed in three of the putative class actions. On January 26, 2010, the Commonwealth of Massachusetts filed an Administrative Complaint against SAI, and on February 16, 2010, SAI filed an Answer. At this time, an Administrative Hearing in this matter has been scheduled to commence July 20-22, 2010.  On April 15, 2010, the four Medical Capital-related class actions were centralized and moved to the Central District of California United States Judicial Panel on Multidistrict Litigation under the caption “In re: Medical Capital Securities Litigation.” On May 27, 2010, the Judicial Panel on Multidistrict Litigation will hold a hearing regarding centralizing the Provident Shale-related class actions.

14.  Guarantees

An unaffiliated third party is providing liquidity to clients of SAI registered representatives that have assets in the Reserve Primary Fund that have been blocked from redemption and frozen by the Reserve Fund since September 16, 2008. The Company has agreed to indemnify the unaffiliated third party up to $10 million until April 15, 2015, for costs incurred as a result of an arbitration or litigation initiated against the unaffiliated third party by clients of SAI registered representatives. In the event that a client defaults in the repayment of an advance, SAI has recourse to collect from the defaulting client.

Certain property fund limited partnerships that the Company consolidates have floating rate revolving credit borrowings of $358 million as of March 31, 2010. Certain Threadneedle subsidiaries guarantee the repayment of outstanding borrowings up to the value of the assets of the partnerships. The debt is secured by the assets of the partnerships and there is no recourse to Ameriprise Financial.

15.  Earnings per Share Attributable to Ameriprise Financial Common Shareholders

The computations of basic and diluted earnings per share attributable to Ameriprise Financial common shareholders are as follows:

	Three Months Ended March 31,
	2010		2009
	(in millions, except per share amounts)
Numerator:
Net income attributable to Ameriprise Financial	$	214	$	130
Denominator:
Basic: Weighted-average common shares outstanding	260.8		222.3
Effect of potentially dilutive nonqualified stock options and other share-based awards	4.2		1.2
Diluted: Weighted-average common shares outstanding	265.0		223.5
Earnings per share attributable to Ameriprise Financial common shareholders:
Basic	$	0.82	$	0.58
Diluted	$	0.81	$	0.58

35

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

16.  Segment Information

The Company’s five segments are Advice & Wealth Management, Asset Management, Annuities, Protection and Corporate & Other.

The following is a summary of assets by segment:

	March 31, 2010		December 31, 2009
	(in millions)
Advice & Wealth Management	$	11,049	$	11,098
Asset Management	6,256		5,955
Annuities	78,326		77,037
Protection	16,767		16,758
Corporate & Other	9,979		2,926
Total assets	$	122,377	$	113,774

The following is a summary of segment operating results:

	Three Months Ended March 31, 2010
	Advice &
	Wealth		Asset						Corporate
	Management		Management		Annuities		Protection		& Other		Eliminations			Consolidated
	(in millions)
Revenue from external customers	$	716	$	351	$	580	$	490	$	155	$	—		$	2,292
Intersegment revenue	184		19		22		17		2		(244		)	—
Total revenues	900		370		602		507		157		(244		)	2,292
Banking and deposit interest expense	21		—		—		—		—		—			21
Net revenues	879		370		602		507		157		(244		)	2,271
Pretax income	$	51	$	18	$	120	$	119	$	53	$	—		361
Income tax provision														65
Net income														296
Less: Net income attributable to noncontrolling interests														82
Net income attributable to Ameriprise Financial														$	214

	Three Months Ended March 31, 2009
	Advice &
	Wealth			Asset							Corporate
	Management			Management			Annuities		Protection		& Other			Eliminations			Consolidated
	(in millions)
Revenue from external customers	$	530		$	250		$	477	$	483	$	18		$	—		$	1,758
Intersegment revenue	237			10			15		13		1			(276		)	—
Total revenues	767			260			492		496		19			(276		)	1,758
Banking and deposit interest expense	41			—			—		—		2			(1		)	42
Net revenues	726			260			492		496		17			(275		)	1,716
Pretax income (loss)	$	(61	)	$	(8	)	$	129	$	112	$	(38	)	$	—		134
Income tax provision																	18
Net income																	116
Less: Net loss attributable to noncontrolling interests																	(14		)
Net income attributable to Ameriprise Financial																	$	130

17.  Acquisition of the Long-Term Asset Management Business of Columbia Management Group

On April 30, 2010, the Company completed its all-cash acquisition of the long-term asset management business of Columbia Management. The total consideration paid, subject to post-closing adjustment, was approximately $1 billion and was funded through the use of cash on hand. This acquisition is intended to further enhance the scale and performance of the Company’s retail mutual fund and institutional management businesses.

36

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion and analysis of our consolidated financial condition and results of operations should be read in conjunction with the “Forward-Looking Statements” that follow and our Consolidated Financial Statements and Notes presented in Item 1. Our Management’s Discussion and Analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2009, filed with the Securities and Exchange Commission (“SEC”) on February 24, 2010 (“2009 10-K”), as well as our current reports on Form 8-K and other publicly available information.

Overview

We provide financial planning, products and services that are designed to be utilized as solutions for our clients’ cash and liquidity, asset accumulation, income, protection and estate and wealth transfer needs. Our model for delivering these solutions is centered on building long-term personal relationships between our affiliated advisors and clients, and in the case of our products distributed through unaffiliated advisors, by supporting those advisors in building strong client relationships. We believe that our focus on personal relationships, together with our strengths in financial planning and product development, allow us to better address the evolving financial needs of our clients and our primary target market segment, the mass affluent and affluent, which we define as households with investable assets of more than $100,000.

Our branded affiliated advisors’ financial planning and advisory process is designed to provide comprehensive advice, when appropriate, to address our clients’ cash and liquidity, asset accumulation, income, protection, and estate and wealth transfer needs. This approach allows us to recommend actions and a range of product solutions consisting of investment, annuity, insurance, banking and other financial products that help clients attain over time a return or form of protection while accepting what they determine to be an appropriate range and level of risk. Our focus puts us in a strong position to capitalize on significant demographic and market trends, which we believe will continue to drive increased demand for our financial planning and other financial services. Our focus on deep client-advisor relationships has been central to the ability of our business model to succeed through the extreme market conditions of 2008 and 2009, and we believe it will help us to respond to future market cycles.

Our multi-platform network of affiliated financial advisors is the primary means by which we develop personal relationships with retail clients. As of March 31, 2010, we had a network of 11,837 financial advisors and registered representatives (“affiliated financial advisors”). We refer to the affiliated financial advisors who use our brand name as our branded advisors, and those who do not use our brand name but who are affiliated as registered representatives of ours, as our unbranded advisors. The financial product solutions we offer through our affiliated advisors include both our own products and services and the products of other companies. Our branded advisor network is the primary distribution channel through which we offer our investment and annuity products and services, as well as a range of banking and protection products. Our asset management, annuity and auto and home protection products are also distributed through unaffiliated advisors and affinity relationships. We offer our branded advisors training, tools, leadership, marketing programs and other field and centralized support to assist them in delivering advice and product solutions to clients. We support unaffiliated advisors with strong sales and service support and our solutions which they provide to clients. We believe our approach not only improves the products and services we provide to their clients, but allows us to reinvest in enhanced services for clients and increase support for financial advisors. Our integrated model of financial planning, diversified product manufacturing and affiliated and non-affiliated product distribution affords us a better understanding of our clients, which allows us to better manage the risk profile of our businesses. We believe our focus on meeting clients’ needs through personal financial planning results in more satisfied clients with deeper, longer lasting relationships with our company and a higher retention of experienced financial advisors.

We have four main operating segments: Advice & Wealth Management, Asset Management, Annuities and Protection, as well as our Corporate & Other segment. Our four main operating segments are aligned with the financial solutions we offer to address our clients’ needs. The products and services we provide retail clients and, to a lesser extent, institutional clients, are the primary source of our revenues and net income. Revenues and net income are significantly affected by investment performance and the total value and composition of assets we manage and administer for our retail and institutional clients as well as the distribution fees we receive from other companies. These factors, in turn, are largely determined by overall investment market performance and the depth and breadth of our individual client relationships.

37

We continue to establish Ameriprise Financial as a financial services leader as we focus on meeting the financial needs of the mass affluent and affluent, as evidenced by our continued leadership in financial planning, a client retention percentage rate of 91%, and our status as a top ten ranked firm within core portions of each of our four main operating segments, including the size of our U.S. advisor force, long-term U.S. mutual fund assets, variable annuity sales and variable universal life sales.

Equity price, credit market and interest rate fluctuations can have a significant impact on our results of operations, primarily due to the effects they have on the asset management and other asset-based fees we earn, the “spread” income generated on our annuities, banking and deposit products and universal life (“UL”) insurance products, the value of deferred acquisition costs (“DAC”) and deferred sales inducement costs (“DSIC”) assets associated with variable annuity and variable UL products, the values of liabilities for guaranteed benefits associated with our variable annuities and the values of derivatives held to hedge these benefits. For additional information regarding our sensitivity to equity price and interest rate risk, see “Quantitative and Qualitative Disclosures About Market Risk.”

In June 2009, the Financial Accounting Standards Board (“FASB”) updated the accounting standards related to the required consolidation of certain variable interest entities (“VIEs”). We adopted the accounting standard effective January 1, 2010 and recorded as a cumulative change in accounting principle an increase to appropriated retained earnings of consolidated investment entities of $473 million and consolidated approximately $5.5 billion of client assets and $5.1 billion of liabilities in VIEs onto our Consolidated Balance Sheets that were not previously consolidated. Management views the VIE assets as client assets and the liabilities have recourse only to those assets. While the economics of our business have not changed, the financial statements were impacted. Prior to adoption, we consolidated certain property funds and hedge funds. These entities and the VIEs consolidated as of January 1, 2010, are defined as consolidated investment entities (“CIEs”). On a going forward basis, changes in the valuation of the CIE assets and liabilities will impact pretax income. The net income of the CIEs will be reflected in net income attributable to noncontrolling interests. The results of operations of the CIEs are reflected in the Corporate & Other segment. On a consolidated basis, the management fees we earn for the services we provide to the CIEs and the related general and administrative expenses are eliminated and the changes in the assets and liabilities related to the CIEs, primarily debt and underlying bank loans, are reflected in net investment income. We continue to include the fees in the management and financial advice fees line within our Asset Management segment.

Management believes it is important to present the Consolidated Statements of Operations excluding the CIEs to improve transparency of the underlying performance and economics of our ongoing operations. The CIEs we manage have the following characteristics:

·They were formed on behalf of institutional investors to obtain a diversified investment portfolio and were not formed in order to obtain financing for Ameriprise Financial.

·Ameriprise Financial receives customary, industry standard management fees for the services it provides to these CIEs and has a fiduciary responsibility to maximize the investors’ returns.

·Ameriprise Financial does not have any obligation to provide financial support to the CIEs, does not provide any performance guarantees of the CIEs and has no obligation to absorb the investors’ losses.

·Management excludes the impact of consolidating the CIEs on assets, liabilities, pretax income and equity for setting our financial performance targets and annual incentive award compensation targets.

It is management’s priority to increase shareholder value over a multi-year horizon by achieving our on-average, over-time financial targets.

Our financial targets are:

·Net revenue growth excluding consolidated investment entities of 6% to 8%,

·Earnings per diluted share growth of 12% to 15%, and

·Return on equity excluding consolidated investment entities of 12% to 15%.

38

Net revenues for the three months ended March 31, 2010 were $2.3 billion, an increase of $555 million, or 32%, from the prior year period. Net revenues excluding CIEs for the three months ended March 31, 2010 were $2.1 billion, an increase of $416 million, or 24%, from the prior year period. Net income attributable to Ameriprise Financial for the three months ended March 31, 2010 was $214 million compared to $130 million for the prior year period. Earnings per diluted share for the three months ended March 31, 2010 were $0.81 compared to $0.58 for the prior year period.

On April 30, 2010, we completed our all-cash acquisition of the long-term asset management business of Columbia Management Group (“Columbia”) from Bank of America, N.A. The total consideration paid, subject to post-closing adjustments, was approximately $1 billion and was funded through the use of cash on hand. This acquisition is intended to further enhance the scale and performance of our retail mutual fund and institutional management businesses. Related to the transaction, we have incurred $12 million of pretax non-recurring acquisition and integration costs through March 31, 2010, and expect to incur between $130 million and $160 million in total of such costs through 2011. These costs include system integration costs, proxy and other regulatory filing costs, employee reduction and retention costs, and investment banking, legal and other acquisition costs.

In the fourth quarter of 2008, we completed the all cash acquisitions of H&R Block Financial Advisors, Inc., subsequently renamed Ameriprise Advisor Services, Inc. (“AASI”), J.&W. Seligman & Co., Incorporated (“Seligman”) and Brecek & Young Advisors, Inc. to expand our retail distribution and asset management businesses. The cost of the acquisitions was $787 million, which included the purchase price and transaction costs. We recorded the assets and liabilities acquired at fair value and allocated the remaining costs to goodwill and intangible assets. Integration charges of $2 million and $19 million relating to these acquisitions were included in general and administrative expense for the three months ended March 31, 2010 and 2009, respectively.

Critical Accounting Policies

The accounting and reporting policies that we use affect our Consolidated Financial Statements. Certain of our accounting and reporting policies are critical to an understanding of our results of operations and financial condition and, in some cases, the application of these policies can be significantly affected by the estimates, judgments and assumptions made by management during the preparation of our Consolidated Financial Statements. These accounting policies are discussed in detail in “Management’s Discussion and Analysis — Critical Accounting Policies” in our 2009 10-K.

Recent Accounting Pronouncements

For information regarding recent accounting pronouncements and their expected impact on our future consolidated results of operations or financial condition, see Note 2 to our Consolidated Financial Statements.

Owned, Managed and Administered Assets

Owned assets include certain assets on our Consolidated Balance Sheets for which we do not provide investment management services and do not recognize management fees, such as investments in non-affiliated funds held in the separate accounts of our life insurance subsidiaries, as well as restricted and segregated cash and receivables.

Managed assets include managed external client assets and managed owned assets. At January 1, 2010, we consolidated approximately $5.5 billion of client assets in VIEs onto our Consolidated Balance Sheets that were not previously consolidated. Prior to January 1, 2010, these assets were included in managed external client assets and were subsequently included in managed owned assets. Managed external client assets include client assets for which we provide investment management services, such as the assets of the RiverSource, Seligman and Threadneedle Asset Management Holdings Sàrl (“Threadneedle”) families of mutual funds, assets of institutional clients and client assets held in wrap accounts. Managed external client assets also include assets managed by sub-advisors selected by us. Managed external client assets are not reported on our Consolidated Balance Sheets. Managed owned assets include certain assets on our Consolidated Balance Sheets for which we provide investment management services and recognize management fees in our Asset Management segment, such as the assets of the general account, RiverSource Variable Product funds held in the separate accounts of our life insurance subsidiaries and client assets of CIEs.

Investors in the mutual funds and face amount certificates we advise may redeem shares on each business day, provided that redemption orders are submitted in a timely fashion. For our institutional clients, advisory contracts may generally be terminated (and managed assets redeemed) upon 30 days’ written notice. However, we may in limited circumstances negotiate customized termination provisions with certain clients during the contracting process, or we may waive negotiated notice periods at our discretion. Investors in the private investment funds we sponsor can generally redeem shares as of each month end upon 30-days advance written notice, with limited exceptions. In addition, the notice requirements for our private investment funds may be waived or reduced at the discretion of the applicable fund.

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Administered assets include assets for which we provide administrative services such as client assets invested in other companies’ products that we offer outside of our wrap accounts. These assets include those held in clients’ brokerage accounts. We generally record fees received from administered assets as distribution fees. We do not exercise management discretion over these assets and do not earn a management fee. These assets are not reported on our Consolidated Balance Sheets.

We earn management fees on our owned separate account assets based on the market value of assets held in the separate accounts. We record the income associated with our owned investments, including net realized gains and losses associated with these investments and other-than-temporary impairments related to credit losses on these investments, as net investment income. For managed assets, we receive management fees based on the value of these assets. We generally report these fees as management and financial advice fees. We may also receive distribution fees based on the value of these assets.

Our owned, managed and administered assets are impacted by net flows of client assets, market movements and foreign exchange rates. Owned assets are also affected by changes in our capital structure.

The following table presents detail regarding our owned, managed and administered assets:

	March 31,
	2010			2009			Change
	(in billions, except percentages)
Owned Assets	$	37.6		$	29.6		27	%
Managed Assets(1):
Domestic	152.6			125.2			22
International	97.1			68.3			42
Wrap account assets	100.0			68.2			47
Eliminations(2)	(17.9		)	(8.4		)	NM
Total Managed Assets	331.8			253.3			31
Administered Assets	93.9			71.1			32
Total Owned, Managed and Administered Assets	$	463.3		$	354.0		31	%

(1) Includes managed external client assets and managed owned assets.

(2) Includes eliminations for Domestic mutual fund assets included in wrap account assets and Domestic assets sub-advised by Threadneedle.

Consolidated Results of Operations for the Three Months Ended March 31, 2010 and 2009

In June 2009, the FASB updated the accounting standards related to the required consolidation of certain VIEs. We adopted the accounting standard effective January 1, 2010 and recorded as a cumulative change in accounting principle an increase to appropriated retained earnings of consolidated investment entities of $473 million and consolidated approximately $5.5 billion of client assets and $5.1 billion of liabilities in VIEs onto our Consolidated Balance Sheets that were not previously consolidated. Management views the VIE assets as client assets and the liabilities have recourse only to those assets. While the economics of our business have not changed, the financial statements were impacted. Prior to adoption, we consolidated certain property funds and hedge funds. These entities and the VIEs consolidated as of January 1, 2010, are defined as CIEs. On a going forward basis, changes in the valuation of the CIE assets and liabilities will impact pretax income. The net income of the CIEs will be reflected in net income attributable to noncontrolling interests. On a consolidated basis, the management fees we earn for the services we provide to the CIEs and the related general and administrative expenses are eliminated and the changes in the assets and liabilities related to the CIEs, primarily debt and underlying bank loans, are reflected in net investment income. Management believes it is important to present the Consolidated Statements of Operations excluding the CIEs to improve transparency into the underlying performance and economics of our ongoing operations. For additional information on our presentation of results excluding CIEs, refer to our discussion within the Overview section above.

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The following table presents our consolidated results of operations:

	Three Months Ended March 31,
	2010							2009
						Earnings								Earnings		Earnings
	GAAP		Less:			Excluding		GAAP			Less:			Excluding		Excluding CIEs
	Earnings		CIEs			CIEs		Earnings			CIEs			CIEs		Change
	(in millions, unaudited)
Revenues
Management and financial advice fees	$	774	$	(9	)	$	783	$	554		$	—		$	554	$	229		41	%
Distribution fees	391		—			391		311			—			311		80			26
Net investment income	590		79			511		418			1			417		94			23
Premiums	282		—			282		266			—			266		16			6
Other revenues	255		57			198		209			(12		)	221		(23		)	(10	)
Total revenues	2,292		127			2,165		1,758			(11		)	1,769		396			22
Banking and deposit interest expense	21		—			21		42			1			41		(20		)	(49	)
Total net revenues	2,271		127			2,144		1,716			(12		)	1,728		416			24
Expenses
Distribution expenses	525		—			525		384			—			384		141			37
Interest credited to fixed accounts	228		—			228		205			—			205		23			11
Benefits, claims, losses and settlement expenses	354		—			354		100			—			100		254			NM
Amortization of deferred acquisition costs	118		—			118		286			—			286		(168		)	(59	)
Interest and debt expense	64		40			24		26			—			26		(2		)	(8	)
General and administrative expense	621		5			616		581			2			579		37			6
Total expenses	1,910		45			1,865		1,582			2			1,580		285			18
Pretax income	361		82			279		134			(14		)	148		131			89
Income tax provision	65		—			65		18			—			18		47			NM
Net income	296		82			214		116			(14		)	130		84			65
Less: Net income (loss) attributable to noncontrolling interests	82		82			—		(14		)	(14		)	—		—			—
Net income attributable to Ameriprise Financial	$	214	$	—		$	214	$	130		$	—		$	130	$	84		65

Overall

Net income attributable to Ameriprise Financial for three months ended March 31, 2010 was $214 million compared to $130 million for the prior year period. The increase was driven by higher asset-based revenues, higher income from spread products and re-engineering benefits.

Net Revenues

Net revenues increased $555 million, or 32%, to $2.3 billion for the three months ended March 31, 2010 compared to $1.7 billion for the prior year period. Net revenues excluding CIEs include the management and financial advice fees we earn from services we provide to the CIEs and exclude the revenues of the CIEs. Net revenues excluding CIEs increased $416 million, or 24%, to $2.1 billion for the three months ended March 31, 2010 compared to $1.7 billion for the prior year period driven by growth in management fees from market appreciation on assets and net inflows in wrap accounts and asset management, as well as higher net investment income from higher fixed annuity account balances and higher investment yields.

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Management and financial advice fees increased $220 million, or 40%, to $774 million for the three months ended March 31, 2010 compared to $554 million for the prior year period. Management and financial advice fees excluding CIEs include the management and financial advice fees we earn from services we provide to the CIEs. Management and financial advice fees excluding CIEs increased $229 million, or 41%, to $783 million for the three months ended March 31, 2010 compared to $554 million for the prior year period primarily due to market appreciation on assets and net inflows in wrap accounts and asset management. The daily average S&P 500 Index increased 38% compared to the prior year period. Wrap account assets increased $31.8 billion, or 47%, to $100.0 billion at March 31, 2010 due to market appreciation and net inflows. Total Asset Management managed assets increased $54.9 billion, or 29%, compared to the prior year period primarily due to market appreciation, as well as net inflows in prior quarters.

Distribution fees increased $80 million, or 26%, to $391 million for the three months ended March 31, 2010 compared to $311 million in the prior year period primarily due to higher asset-based fees driven by market appreciation, as well as an increase in client activity.

Net investment income increased $172 million, or 41%, to $590 million for the three months ended March 31, 2010 compared to $418 million in the prior year period. Net investment income excluding CIEs excludes the changes in the assets and liabilities related to the CIEs, primarily debt and underlying bank loans. Net investment income excluding CIEs increased $94 million, or 23%, to $511 million for the three months ended March 31, 2010 compared to $417 million for the prior year period primarily due to an increase of $86 million in investment income on fixed maturity securities driven by higher fixed annuity account balances and higher investment yields. For the three months ended March 31, 2010, net realized gains from sales of Available-for-Sale securities were $32 million and other-than-temporary impairments recognized in earnings were $30 million, which primarily related to credit losses on non-agency residential mortgage backed securities. For the three months ended March 31, 2009, net realized gains from sales of Available-for-Sale securities were $51 million and other-than-temporary impairments recognized in earnings were $35 million, which related to credit losses on non-agency residential mortgage backed securities, corporate debt securities primarily in the gaming industries and other structured investments.

Premiums increased $16 million, or 6%, to $282 million for the three months ended March 31, 2010, primarily due to growth in Auto and Home premiums driven by higher volumes, as well as higher sales of immediate annuities with life contingencies. Auto and Home policy counts increased 9% period-over-period.

Other revenues increased $46 million, or 22%, to $255 million for the three months ended March 31, 2010 compared to $209 million in the prior year period. Other revenues excluding CIEs exclude revenues of consolidated property funds. Other revenues excluding CIEs decreased $23 million, or 10%, to $198 million for the three months ended March 31, 2010 compared to $221 million in the prior year period primarily due to a $50 million benefit in the first quarter of 2009 from repurchasing our 7.5% junior subordinated notes due 2066 (“junior notes”) at a discount, partially offset by a $20 million benefit from the payments related to the Reserve Funds matter in the first quarter of 2010 and an increase in our guaranteed benefit rider fees on variable annuities.

Banking and deposit interest expense decreased $21 million, or 50%, to $21 million for the three months ended March 31, 2010 compared to $42 million in the prior year period primarily due to lower crediting rates on certificate products.

Expenses

Total expenses increased $328 million, or 21%, to $1.9 billion for the three months ended March 31, 2010 compared to $1.6 billion for the prior year period. Total expenses excluding CIEs primarily exclude interest expense on CIE debt. Expenses excluding CIEs increased $285 million, or 18%, to $1.9 billion for the three months ended March 31, 2010 compared to $1.6 billion for the prior year period primarily due to an increase in distribution expenses and benefits, claims, losses and settlement expenses, partially offset by a decrease in amortization of DAC.

Distribution expenses increased $141 million, or 37%, to $525 million for the three months ended March 31, 2010 compared to $384 million in the prior year period reflecting market appreciation and higher non-deferred distribution-related costs.

Interest credited to fixed accounts increased $23 million, or 11%, to $228 million for the three months ended March 31, 2010 compared to $205 million for the prior year period primarily due to higher average fixed annuity account balances and higher average fixed annuity crediting rates. Average fixed annuities contract accumulation values increased $1.6 billion, or 12%, compared to the prior year period. The average fixed annuity crediting rate excluding capitalized interest increased to 3.9% in the first quarter of 2010 compared to 3.8% in the prior year period.

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Benefits, claims, losses and settlement expenses increased $254 million to $354 million for the three months ended March 31, 2010 compared to $100 million for the prior year period driven by an increase in expenses from variable annuity benefit guarantees. The mark-to-market impact of variable annuity living benefits, net of hedges and DSIC, increased benefits expense by $23 million in the first quarter of 2010, primarily driven by model changes, the impact of risk margins and nonperformance spread on the fair value of living benefit liabilities and basis risk. Changes to our variable product asset allocation program we will introduce in 2010 are designed, among other things, to improve the mitigation of basis risk. The mark-to-market impact of variable annuity living benefits, net of hedges and DSIC, decreased benefits expense by $231 million in the first quarter of 2009 primarily due to the impact of nonperformance spread widening on the fair value of living benefit liabilities. Benefits, claims, losses and settlement expenses related to our auto and home business and immediate annuities with life contingencies increased compared to the prior year periodprimarily due to higher business volumes.

Amortization of DAC decreased $168 million, or 59%, to $118 million for the three months ended March 31, 2010 compared to $286 million in the prior year period. DAC amortization in the first quarter of 2010 was reduced by $13 million due to market impacts, including $6 million offsetting higher variable annuity guaranteed living benefit expenses, net of hedges. DAC amortization in the first quarter of 2009 was increased by $186 million due to market impacts, including a $146 million expense offsetting gains on variable annuity guaranteed living benefits, net of hedges. The benefit to DAC amortization from market impacts compared to the prior year period was partially offset by an increase in variable annuity amortization due to higher period-over-period account values and associated asset fees.

Interest and debt expense increased $38 million to $64 million for the three months ended March 31, 2010 compared to $26 million in the prior year period. Interest and debt expense excluding CIEs excludes interest expense on CIE debt. Interest and debt expense excluding CIEs decreased $2 million, or 8%, to $24 million for the three months ended March 31, 2010 compared to $26 million in the prior year period.

General and administrative expense increased $40 million, or 7%, to $621 million for the three months ended March 31, 2010 compared to $581 million for the prior year period. General and administrative expense excluding CIEs increased $37 million, or 6%, to $616 million for the three months ended March 31, 2010 primarily due to a $27 million expense related to recognizing a substantial increase in Threadneedle’s estimated market valuation attributable to its incentive compensation program compared to the 2009 market valuation. The charge reflects a valuation that increased more than 100% from the prior year and is higher than the year-end 2007 estimated valuation. We use this annual valuation to mark-to-market all current and historical reserves for the program. General and administrative expense in the first quarter of 2009 included a benefit of $10 million related to this valuation.

Income Taxes

Our effective tax rate on net income including net income (loss) attributable to noncontrolling interests was 17.9% for the three months ended March 31, 2010, compared to 13.3% for the three months ended March 31, 2009. The increase in the effective tax rate primarily reflects an increase in pretax income relative to tax advantaged items for the three months ended March 31, 2010.

On September 25, 2007, the Internal Revenue Service (“IRS”) issued Revenue Ruling 2007-61 in which it announced that it intends to issue regulations with respect to certain computational aspects of the Dividends Received Deduction (“DRD”) related to separate account assets held in connection with variable contracts of life insurance companies. Revenue Ruling 2007-61 suspended a revenue ruling issued in August 2007 that purported to change accepted industry and IRS interpretations of the statutes governing these computational questions. Management believes that the IRS will concede this issue for open tax years and it is likely that any regulations that would result from a regulation project would apply prospectively only. Any regulations that the IRS ultimately proposes for issuance in this area will be subject to public notice and comment, at which time insurance companies and other members of the public will have the opportunity to raise legal and practical questions about the content, scope and application of such regulations. As a result, the ultimate timing and substance of any such regulations are unknown at this time, but they may result in the elimination of some or all of the separate account DRD tax benefit that we receive. Additionally, included in the Administration’s 2011 Revenue Proposals is a provision to modify the DRD for life insurance companies separate accounts, which if enacted could significantly reduce the DRD tax benefits we would receive, prospectively, beginning in 2011.

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Results of Operations by Segment for the Three Months Ended March 31, 2010 and 2009

The following tables present summary financial information by segment:

	Three Months Ended March 31,
	2010									2009
							Earnings									Earnings
	GAAP			Less:			Excluding			GAAP			Less:			Excluding
	Earnings			CIEs			CIEs			Earnings			CIEs			CIEs
	(in millions, unaudited)
Advice & Wealth Management
Net revenues	$	879		$	—		$	879		$	726		$	—		$	726
Expenses	828			—			828			787			—			787
Pretax income (loss)	$	51		$	—		$	51		$	(61	)	$	—		$	(61	)
Asset Management
Net revenues	$	370		$	—		$	370		$	260		$	—		$	260
Expenses	352			—			352			268			—			268
Pretax income (loss)	$	18		$	—		$	18		$	(8	)	$	—		$	(8	)
Annuities
Net revenues	$	602		$	—		$	602		$	492		$	—		$	492
Expenses	482			—			482			363			—			363
Pretax income	$	120		$	—		$	120		$	129		$	—		$	129
Protection
Net revenues	$	507		$	—		$	507		$	496		$	—		$	496
Expenses	388			—			388			384			—			384
Pretax income	$	119		$	—		$	119		$	112		$	—		$	112
Corporate & Other
Net revenues	$	157		$	136		$	21		$	17		$	(12	)	$	29
Expenses	104			54			50			55			2			53
Pretax loss	53			82			(29		)	(38		)	(14		)	(24		)
Less: Net income (loss) attributable to noncontrolling interests	82			82			—			(14		)	(14		)	—
Pretax loss attributable to Ameriprise Financial	$	(29	)	$	—		$	(29	)	$	(24	)	$	—		$	(24	)
Eliminations
Net revenues	$	(244	)	$	(9	)	$	(235	)	$	(275	)	$	—		$	(275	)
Expenses	(244		)	(9		)	(235		)	(275		)	—			(275		)
Pretax income	$	—		$	—		$	—		$	—		$	—		$	—

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	Three Months Ended March 31,
	2010			Percent Share of Total		2009			Percent Share of Total
	(in millions, except percentages)
Total net revenues excluding CIEs
Advice & Wealth Management	$	879		41	%	$	726		42	%
Asset Management	370			17		260			15
Annuities	602			28		492			28
Protection	507			24		496			29
Corporate & Other	21			1		29			2
Eliminations	(235		)	(11	)	(275		)	(16	)
Total net revenues	$	2,144		100	%	$	1,728		100	%
Total expenses excluding CIEs
Advice & Wealth Management	$	828		44	%	$	787		50	%
Asset Management	352			19		268			17
Annuities	482			26		363			23
Protection	388			21		384			24
Corporate & Other	50			3		53			3
Eliminations	(235		)	(13	)	(275		)	(17	)
Total expenses	$	1,865		100	%	$	1,580		100	%
Pretax income (loss) attributable to Ameriprise Financial
Advice & Wealth Management	$	51		18	%	$	(61	)	(41	)%
Asset Management	18			6		(8		)	(5	)
Annuities	120			43		129			87
Protection	119			43		112			76
Corporate & Other	(29		)	(10	)	(24		)	(17	)
Pretax income	$	279		100	%	$	148		100	%

Advice & Wealth Management

Our Advice & Wealth Management segment provides financial planning and advice, as well as full service brokerage and banking services, primarily to retail clients through our financial advisors. Our affiliated financial advisors utilize a diversified selection of both affiliated and non-affiliated products to help clients meet their financial needs. A significant portion of revenues in this segment is fee-based, driven by the level of client assets, which is impacted by both market movements and net asset flows. We also earn net investment income on owned assets primarily from certificate and banking products. This segment earns revenues (distribution fees) for distributing non-affiliated products and earns intersegment revenues (distribution fees) for distributing our affiliated products and services provided to our retail clients. Intersegment expenses for this segment include expenses for investment management services provided by the Asset Management segment.

In addition to purchases of affiliated and non-affiliated mutual funds and other securities on a stand-alone basis, clients may purchase mutual funds, among other securities, in connection with investment advisory fee-based “wrap account” programs or services, and pay fees based on a percentage of their assets.

The following table presents the changes in wrap account assets:

	Three Months Ended March 31,
	2010		2009
	(in billions)
Balance at January 1	$	94.9	$	72.8
Net flows	2.5		1.3
Market appreciation/(depreciation)	2.6		(5.9		)
Balance at March 31	$	100.0	$	68.2

Wrap account assets had net inflows of $2.5 billion for the three months ended March 31, 2010 compared to $1.3 billion in the prior year period and market appreciation of $2.6 billion in the first quarter of 2010 compared to market depreciation of $5.9 billion in the prior year period.

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We provide securities execution and clearing services for our retail and institutional clients through our registered broker-dealer subsidiaries. As of March 31, 2010, we administered $93.9 billion in assets for clients, an increase of $22.8 billion compared to the prior year period primarily due to market appreciation.

The following table presents the results of operations of our Advice & Wealth Management segment:

	Three Months Ended March 31,
	2010		2009			Change
	(in millions, except percentages)
Revenues
Management and financial advice fees	$	368	$	268		$	100		37	%
Distribution fees	436		431			5			1
Net investment income	74		51			23			45
Other revenues	22		17			5			29
Total revenues	900		767			133			17
Banking and deposit interest expense	21		41			(20		)	(49	)
Total net revenues	879		726			153			21
Expenses
Distribution expenses	536		462			74			16
General and administrative expense	292		325			(33		)	(10	)
Total expenses	828		787			41			5
Pretax income (loss)	$	51	$	(61	)	$	112		NM

NM Not Meaningful.

Our Advice & Wealth Management segment pretax income was $51 million for the three months ended March 31, 2010 compared to a loss of $61 million in the prior year period.

Net Revenues

Net revenues were $879 million for the three months ended March 31, 2010 compared to $726 million in the prior year period, an increase of $153 million, or 21%, driven by an increase in management and financial advice fees and net investment income, as well as a decrease in banking and deposit interest expense.

Management and financial advice fees increased $100 million, or 37%, to $368 million for the three months ended March 31, 2010, driven by market appreciation on assets and net inflows in wrap accounts. The daily average S&P 500 Index increased 38% compared to the prior year period. Wrap account assets increased $31.8 billion, or 47%, to $100.0 billion at March 31, 2010 due to market appreciation and net inflows. Financial planning fees were higher for the three months ended March 31, 2010 compared to the prior year period.

Distribution fees increased $5 million, or 1%, to $436 million for the three months ended March 31, 2010, primarily due to higher asset-based fees driven by market appreciation, as well as an increase in client activity. This increase was partially offset by lower intersegment distribution fees due to slow sales of annuities compared to the prior year period.

Net investment income increased $23 million, or 45%, to $74 million for the three months ended March 31, 2010 compared to $51 million for the prior year period primarily due to lower net realized investment losses, higher client loan interest and an increase in income related to the mark-to-market of trading securities. Net realized investment losses were $1 million in the first quarter of 2010 compared to $10 million in the prior year period due to lower impairments on Available-for-Sale securities.

Banking and deposit interest expense decreased $20 million, or 49%, to $21 million for the three months ended March 31, 2010, primarily due to lower crediting rates on certificates.

Expenses

Total expenses increased $41 million, or 5%, to $828 million for the three months ended March 31, 2010, due to an increase in distribution expenses partially offset by a decrease in general and administrative expense.

Distribution expenses increased $74 million, or 16%, to $536 million for the three months ended March 31, 2010, primarily reflecting market appreciation.

General and administrative expense decreased $33 million, or 10%, from the prior year period primarily due to expense controls, as well as a decrease in integration costs related to our 2008 acquisition of H&R Block Financial Advisors, Inc. These decreases were partially offset by expenses in the first quarter of 2010 related to a new advertising campaign and increased investment in the business, primarily the continued roll-out of an enhanced brokerage platform.

46

Asset Management

Our Asset Management segment provides investment advice and investment products to retail and institutional clients. RiverSource Investments predominantly provides U.S. domestic products and services and Threadneedle predominantly provides international investment products and services. U.S. domestic retail products are primarily distributed through the Advice & Wealth Management segment and also through unaffiliated advisors. International retail products are primarily distributed through third parties. Retail products include mutual funds, variable product funds underlying insurance and annuity separate accounts, separately managed accounts and collective funds. Asset Management products are also distributed directly to institutions through an institutional sales force. Institutional asset management products include traditional asset classes, separate accounts, collateralized loan obligations, hedge funds and property funds. Revenues in this segment are primarily earned as fees based on managed asset balances, which are impacted by both market movements and net asset flows. The asset management teams serving our Asset Management segment provide all intercompany asset management services for Ameriprise Financial, and the fees for all such services are reflected within the Asset Management segment results through intersegment allocations. Intersegment expenses for this segment include distribution expenses for services provided by the Advice & Wealth Management, Annuities and Protection segments.

We provide investment advisory, distribution and other services to three families of mutual funds: the RiverSource, Seligman and Threadneedle mutual fund families.

Our RiverSource family of mutual funds consists of the RiverSource Funds, a group of retail mutual funds; the RiverSource Variable Series Trust Funds (“VST Funds”), a group of variable product funds available as investment options in variable insurance and annuity products; the Seligman Funds, a group of retail funds formerly managed by J. & W. Seligman Co. prior to its acquisition by RiverSource Investments, LLC; the Seligman Variable Insurance Trusts (“VITs”), a group of variable product funds; and the Seligman closed-end funds.

The following table presents the total assets and number of funds managed by our RiverSource family of mutual funds as of March 31, 2010:

	Managed Assets		Number of Funds
	(in billions)
RiverSource Funds	$	42.7	72
RiverSource VST Funds	26.9		24
Seligman Funds	8.7		26
Seligman VITs	0.3		3
	$	78.6	125

Threadneedle manages four Open Ended Investment Companies (“OEICs”) and two Societe d’Investissement A Capital Variable (“SICAV”) offerings. The four OEICs are Threadneedle Investment Funds ICVC (“TIF”), Threadneedle Specialist Investment Funds ICVC (“TSIF”), Threadneedle Focus Investment Funds (“TFIF”) and Threadneedle Advantage Portfolio Funds (“TPAF”). TIF, TSIF, TFIF and TPAF are structured as umbrella companies with a total of 51 (33, 13, 2 and 3, respectively) sub funds covering the world’s bond and equity markets. The two SICAVs are the Threadneedle (Lux) SICAV (“T(Lux)”) and World Express Funds 2 (“WEF2”). T(Lux) and WEF2 are structured as umbrella companies with a total of  32 (30 and 2 respectively) sub funds covering the world’s bond and equity markets. In addition, Threadneedle manages 13 unit trusts, 10 of which invest into the OEICs, 6 property unit trusts and 1 property fund of funds.

47

The following table presents the mutual fund performance of our retail Domestic and International funds:

	March 31, 2010		March 31, 2009
Mutual Fund Performance
Domestic
Equal Weighted Mutual Fund Rankings in top 2 Lipper Quartiles(1)
Equity - 12 month	58	%	35	%
Fixed income - 12 month	50	%	77	%
Equity - 3 year	45	%	44	%
Fixed income - 3 year	68	%	71	%
Equity - 5 year	71	%	51	%
Fixed income - 5 year	63	%	72	%
Asset Weighted Mutual Fund Rankings in top 2 Lipper Quartiles(2)
Equity - 12 month	78	%	31	%
Fixed income - 12 month	51	%	62	%
Equity - 3 year	56	%	39	%
Fixed income - 3 year	59	%	40	%
Equity - 5 year	75	%	63	%
Fixed income - 5 year	58	%	63	%
International
Equal Weighted Mutual Fund Rankings in top 2 S&P Quartiles(1)
Equity - 12 month	31	%	93	%
Fixed income - 12 month	60	%	64	%
Equity - 3 year	93	%	93	%
Fixed income - 3 year	80	%	73	%
Equity - 5 year	93	%	93	%
Fixed income - 5 year	78	%	70	%

(1) Equal Weighted Rankings in Top 2 Quartiles: Counts the number of Class A funds with above median ranking divided by the total number of Class A funds. Asset size is not a factor.

(2) Asset Weighted Rankings in Top 2 Quartiles: Sums the assets of the Class A funds with above median ranking divided by the total Class A assets. Funds with more assets will receive a greater share of the total percentage above or below median.

Aggregated data shows only actively-managed mutual funds by affiliated investment managers.

Aggregated data does not include mutual funds sub-advised by advisors not affiliated with Ameriprise Financial, Inc., RiverSource S&P 500 Index Fund, RiverSource Cash Management Fund and RiverSource Tax Free Money Market Fund.

Aggregated equity rankings include RiverSource Portfolio Builder Series and other balanced and asset allocation funds that invest in both equities and fixed income. RiverSource Portfolio Builder Series funds are funds of mutual funds that may invest in third-party sub-advised funds.

RiverSource Investments continued to improve equity investment performance and reported more than half of equity and fixed income assets above Lipper peer group medians for 1-, 3- and 5-year time periods, as of March 31, 2010. Threadneedle continues to maintain strong longer-term track records in both equity and fixed income portfolios.

We also offer Separately Managed Accounts (“SMAs”), management of Institutional Owned Assets, management of collateralized debt obligations (“CDOs”), sub-advisory services for certain domestic and international mutual funds, hedge funds and RiverSource Trust Collective Funds and separate accounts for Ameriprise Trust Company clients.

48

The following tables present the changes in Domestic and International managed assets:

							Market
	December 31,						Appreciation/		Foreign						March 31,
	2009			Net Flows			(Depreciation)		Exchange			Other			2010
	(in billions)
Domestic Managed Assets:
Retail Funds	$	76.9		$	(1.1	)	$	2.8	$	—		$	—		$	78.6
Institutional Funds	54.9			0.1			0.8		—			0.7			56.5
Alternative Funds	9.9			0.2			—		—			—			10.1
Trust Funds	7.4			—			0.1		—			—			7.5
Less: Eliminations	(0.1		)	—			—		—			—			(0.1		)
Total Domestic Managed Assets	149.0			(0.8		)	3.7		—			0.7			152.6
International Managed Assets:
Retail Funds	29.1			1.3			1.8		(1.8		)	—			30.4
Institutional Funds	66.8			(1.3		)	3.0		(3.9		)	0.4			65.0
Alternative Funds	1.9			—			—		(0.2		)	—			1.7
Total International Managed Assets	97.8			—			4.8		(5.9		)	0.4			97.1
Less: Sub-Advised Eliminations	(3.6		)	—			—		—			(0.1		)	(3.7		)
Total Managed Assets	$	243.2		$	(0.8	)	$	8.5	$	(5.9	)	$	1.0		$	246.0

							Market
	December 31,						Appreciation/			Foreign						March 31,
	2008			Net Flows			(Depreciation)			Exchange			Other			2009
	(in billions)
Domestic Managed Assets:
Retail Funds	$	63.9		$	(1.2	)	$	(2.9	)	$	—		$	—		$	59.8
Institutional Funds	46.3			2.0			(0.2		)	—			(0.1		)	48.0
Alternative Funds	9.4			(0.6		)	0.3			—			—			9.1
Trust Funds	8.4			—			—			—			—			8.4
Less: Eliminations	(0.1		)	—			—			—			—			(0.1		)
Total Domestic Managed Assets	127.9			0.2			(2.8		)	—			(0.1		)	125.2
International Managed Assets:
Retail Funds	16.3			0.7			(1.1		)	(0.3		)	—			15.6
Institutional Funds	55.3			(1.3		)	(3.1		)	(1.1		)	0.4			50.2
Alternative Funds	2.6			0.3			(0.3		)	(0.1		)	—			2.5
Total International Managed Assets	74.2			(0.3		)	(4.5		)	(1.5		)	0.4			68.3
Less: Sub-Advised Eliminations	(2.5		)	—			—			—			0.2			(2.3		)
Total Managed Assets	$	199.6		$	(0.1	)	$	(7.3	)	$	(1.5	)	$	0.5		$	191.2

Total managed assets were $246.0 billion at March 31, 2010, up 29% compared to the prior year period. Domestic managed assets experienced solid net inflows in alternative funds and institutional funds. Domestic institutional net inflows included $0.6 billion in outflows reflecting expected negative synergies from the Columbia acquisition, offset by solid growth in institutional mandates. Domestic managed assets also experienced $1.1 billion in retail net outflows, which included the negative impact of lower period-over-period flows into variable products. Threadneedle continued to shift its managed assets toward higher yielding asset classes. International retail net inflows continued to be strong at $1.3 billion, while institutional net outflows of $1.3 billion were driven by Zurich-related net outflows.

49

The following table presents the results of operations of our Asset Management segment:

	Three Months Ended March 31,
	2010		2009			Change
	(in millions, except percentages)
Revenues
Management and financial advice fees	$	307	$	209		$	98		47	%
Distribution fees	58		47			11			23
Net investment income	4		(2		)	6			NM
Other revenues	1		6			(5		)	(83	)
Total revenues	370		260			110			42
Banking and deposit interest expense	—		—			—			—
Total net revenues	370		260			110			42
Expenses
Distribution expenses	106		82			24			29
Amortization of deferred acquisition costs	6		6			—			—
General and administrative expense	240		180			60			33
Total expenses	352		268			84			31
Pretax income (loss)	$	18	$	(8	)	$	26		NM

NM Not Meaningful.

Our Asset Management segment pretax income was $18 million for the three months ended March 31, 2010 compared to a loss of $8 million in the prior year period.

Net Revenues

Net revenues increased $110 million, or 42%, to $370 million for the three months ended March 31, 2010, primarily due to an increase in management and financial advice fees.

Management and financial advice fees increased $98 million, or 47%, to $307 million for the three months ended March 31, 2010, primarily due to market appreciation on assets. The daily average S&P 500 Index increased 38% compared to the prior year period. Total Asset Management managed assets increased $54.8 billion, or 29%, compared to the prior year period primarily due to market appreciation, as well as net inflows in prior quarters.

Distribution fees increased $11 million, or 23%, to $58 million for the three months ended March 31, 2010, primarily due to higher 12b-1 fees driven by higher assets.

Net investment income was $4 million for the three months ended March 31, 2010 compared to net investment loss of $2 million in the prior year period primarily due to favorable mark-to-market adjustments on seed money investments in the first quarter of 2010 and net realized losses of $3 million recognized in the prior year period.

Expenses

Total expenses increased $84 million, or 31%, to $352 million for the three months ended March 31, 2010, due to an increase in distribution expenses and general and administrative expense.

Distribution expenses increased $24 million, or 29%, to $106 million for the three months ended March 31, 2010, primarily due to higher average assets.

General and administrative expense increased $60 million, or 33%, to $240 million for the three months ended March 31, 2010, primarily due to a $27 million expense related to recognizing a substantial increase in Threadneedle’s estimated market valuation attributable to its incentive compensation program compared to the 2009 market valuation. The charge reflects a valuation that increased more than 100% from the prior year and is higher than the year-end 2007 estimated valuation. We use this annual valuation to mark-to-market all current and historical reserves for the program. General and administrative expense in the first quarter of 2009 included a benefit of $10 million related to this valuation. Variable compensation also increased in the first quarter of 2010 primarily due to period-over-period timing differences in investment performance compensation accruals.

50

Annuities

Our Annuities segment provides variable and fixed annuity products of RiverSource Life companies to retail clients primarily distributed through our affiliated financial advisors and to the retail clients of unaffiliated advisors through third-party distribution. Revenues for our variable annuity products are primarily earned as fees based on underlying account balances, which are impacted by both market movements and net asset flows. Revenues for our fixed annuity products are primarily earned as net investment income on assets supporting fixed account balances, with profitability significantly impacted by the spread between net investment income earned and interest credited on the fixed account balances. We also earn net investment income on owned assets supporting reserves for immediate annuities and for certain guaranteed benefits offered with variable annuities and on capital supporting the business. Intersegment revenues for this segment reflect fees paid by the Asset Management segment for marketing support and other services provided in connection with the availability of RiverSource VST Funds under the variable annuity contracts. Intersegment expenses for this segment include distribution expenses for services provided by the Advice & Wealth Management segment, as well as expenses for investment management services provided by the Asset Management segment.

Variable annuity ending balances increased 37% to $57.0 billion at March 31, 2010 driven by market appreciation on assets. Slower sales in the first quarter of 2010 resulted in net inflows of $98 million. Variable annuity exit rates improved over 150 basis points from the prior year period. Fixed annuity balances were $14.6 billion, up 6% from the prior year period reflecting strong sales growth in the first two quarters of 2009. Fixed annuity net outflows of $166 million in the first quarter of 2010 were primarily due to lower sales from our decision to lower crediting rates on new contracts. Fixed annuity redemption rates also improved materially from the prior year period.

The following table presents the results of operations of our Annuities segment:

	Three Months Ended March 31,
	2010		2009			Change
	(in millions, except percentages)
Revenues
Management and financial advice fees	$	127	$	90		$	37		41	%
Distribution fees	70		57			13			23
Net investment income	330		289			41			14
Premiums	31		24			7			29
Other revenues	44		32			12			38
Total revenues	602		492			110			22
Banking and deposit interest expense	—		—			—			—
Total net revenues	602		492			110			22
Expenses
Distribution expenses	61		56			5			9
Interest credited to fixed accounts	192		169			23			14
Benefits, claims, losses and settlement expenses	118		(129		)	247			NM
Amortization of deferred acquisition costs	60		219			(159		)	(73	)
General and administrative expense	51		48			3			6
Total expenses	482		363			119			33
Pretax income	$	120	$	129		$	(9	)	(7	)%

NM Not Meaningful.

Our Annuities segment pretax income was $120 million for the three months ended March 31, 2010 compared to $129 million in the prior year period.

Net Revenues

Net revenues increased $110 million, or 22%, to $602 million for the three months ended March 31, 2010, primarily driven by an increase in management and financial advice fees, distribution fees and net investment income.

Management and financial advice fees increased $37 million, or 41%, to $127 million for the three months ended March 31, 2010, due to higher fees on variable annuities driven by higher assets. Average variable annuities contract accumulation values increased $14.0 billion, or 40%, from the prior year period primarily due to market appreciation.

Distribution fees increased $13 million, or 23%, to $70 million for the three months ended March 31, 2010, due to higher fees on variable annuities driven by higher assets.

51

Net investment income increased $41 million, or 14%, to $330 million for the three months ended March 31, 2010, due to an increase of $65 million in investment income on fixed maturity securities, partially offset by a decrease in net realized investment gains of $17 million compared to the prior year period. The increase in investment income on fixed maturity securities was driven by higher fixed annuity account balances and higher investment yields. In the first quarter of 2010, management took action related to the introduction of changes in our variable product asset allocation program, increasing liquidity in general account assets in preparation to move those assets to separate accounts. This negatively impacted net investment income in the first quarter of 2010 by $5 million. In addition, net investment income in the first quarter of 2010 was negatively impacted by lower commercial mortgage loan fees and the absence of consent fees and call premiums.

Premiums increased $7 million, or 29%, to $31 million for the three months ended March 31, 2010, due to higher sales of immediate annuities with life contingencies.

Other revenues increased $12 million, or 38%, to $44 million for the three months ended March 31, 2010, due to an increase in guaranteed benefit rider fees on variable annuities.

Expenses

Total expenses increased $119 million, or 33%, to $482 million for the three months ended March 31, 2010, primarily due to an increase in benefits, claims, losses and settlement expenses partially offset by a decrease in amortization of DAC.

Distribution expenses increased $5 million, or 9%, to $61 million for the three months ended March 31, 2010, primarily due to higher non-deferred distribution-related costs.

Interest credited to fixed accounts increased $23 million, or 14%, to $192 million for the three months ended March 31, 2010, primarily due to higher average fixed annuity account balances and higher average fixed annuity crediting rates. Average fixed annuities contract accumulation values increased $1.6 billion, or 12%, compared to the prior year period. The average fixed annuity crediting rate excluding capitalized interest increased to 3.9% in the first quarter of 2010 compared to 3.8% in the prior year period.

Benefits, claims, losses and settlement expenses increased $247 million to $118 million for the three months ended March 31, 2010, primarily driven by an increase in expenses from variable annuity benefit guarantees. The mark-to-market impact of variable annuity living benefits, net of hedges and DSIC, increased benefits expense by $23 million in the first quarter of 2010, primarily driven by model changes, the impact of risk margins and nonperformance spread on the fair value of living benefit liabilities and basis risk. Changes to our variable product asset allocation program we will introduce in 2010 are designed, among other things, to improve the mitigation of basis risk. The mark-to-market impact of variable annuity living benefits, net of hedges and DSIC, decreased benefits expense by $231 million in the first quarter of 2009 primarily due to the impact of nonperformance spread widening on the fair value of living benefit liabilities. Benefits, claims, losses and settlement expenses related to immediate annuities with life contingencies increased compared to the prior year periodprimarily due to higher business volumes.

Amortization of DAC decreased $159 million, or 73%, to $60 million for the three months ended March 31, 2010 compared to $219 million in the prior year period. DAC amortization in the first quarter of 2010 was reduced by $12 million due to market impacts, including $6 million offsetting higher variable annuity guaranteed living benefit expenses, net of hedges. DAC amortization in the first quarter of 2009 was increased by $181 million due to market impacts, including a $146 million expense offsetting gains on variable annuity guaranteed living benefits, net of hedges. The benefit to DAC amortization from market impacts compared to the prior year period was partially offset by an increase in variable annuity amortization due to higher period-over-period account values and associated asset fees.

Protection

Our Protection segment offers a variety of protection products to address the protection and risk management needs of our retail clients including life, disability income and property-casualty insurance. Life and disability income products are primarily distributed through our branded advisors. Our property-casualty products are sold direct, primarily through affinity relationships. We issue insurance policies through our life insurance subsidiaries and the property casualty companies. The primary sources of revenues for this segment are premiums, fees, and charges that we receive to assume insurance-related risk. We earn net investment income on owned assets supporting insurance reserves and capital supporting the business. We also receive fees based on the level of assets supporting variable universal life separate account balances. This segment earns intersegment revenues from fees paid by the Asset Management segment for marketing support and other services provided in connection with the availability of RiverSource VST Funds under the variable universal life contracts. Intersegment expenses for this segment include distribution expenses for services provided by the Advice & Wealth Management segment, as well as expenses for investment management services provided by the Asset Management segment.

52

The following table presents the results of operations of our Protection segment:

	Three Months Ended March 31,
	2010		2009		Change
	(in millions, except percentages)
Revenues
Management and financial advice fees	$	13	$	10	$	3		30	%
Distribution fees	24		24		—			—
Net investment income	103		100		3			3
Premiums	257		247		10			4
Other revenues	110		115		(5		)	(4	)
Total revenues	507		496		11			2
Banking and deposit interest expense	—		—		—			—
Total net revenues	507		496		11			2
Expenses
Distribution expenses	8		5		3			60
Interest credited to fixed accounts	36		36		—			—
Benefits, claims, losses and settlement expenses	236		229		7			3
Amortization of deferred acquisition costs	52		61		(9		)	(15	)
General and administrative expense	56		53		3			6
Total expenses	388		384		4			1
Pretax income	$	119	$	112	$	7		6	%

Our Protection segment pretax income was $119 million for the three months ended March 31, 2010, an increase of $7 million, or 6%, from $112 million in the prior year period.

Net Revenues

Net revenues increased $11 million, or 2%, to $507 million for the three months ended March 31, 2010, primarily due to an increase in premiums.

Management and financial advice fees increased $3 million, or 30%, to $13 million for the three months ended March 31, 2010, due to higher fees on variable universal life (“VUL”) products driven by market appreciation.

Net investment income increased $3 million, or 3%, to $103 million for the three months ended March 31, 2010, primarily due to a $14 million increase in investment income earned on fixed maturity securities compared to the prior year period driven by higher investment yields and increased general account assets, partially offset by a $7 million decrease in net realized investment gains compared to the prior year period.

Premiums increased $10 million, or 4%, to $257 million for the three months ended March 31, 2010, due to growth in Auto and Home premiums driven by higher volumes. Auto and Home policy counts increased 9% period-over-period.

Expenses

Total expenses increased $4 million, or 1%, to $388 million for the three months ended March 31, 2010.

Benefits, claims, losses and settlement expenses increased $7 million, or 3%, to $236 million for the three months ended March 31, 2010, primarily driven by weather-related auto and home claims, offset by favorable life and disability income insurance claims.

Amortization of DAC decreased $9 million, or 15%, to $52 million for the three months ended March 31, 2010, primarily due to the unfavorable market impact in the prior year period.

53

Corporate & Other

Our Corporate & Other segment consists of net investment income on corporate level assets, including excess capital held in our subsidiaries and other unallocated equity and other revenues from various investments as well as unallocated corporate expenses.

The Corporate & Other segment also includes the results of operations of CIEs. For additional information on the required consolidation of CIEs and our presentation of results excluding CIEs, refer to our discussion within the Overview section above.

The following table presents the results of operations of our Corporate & Other segment:

	Three Months Ended March 31,
	2010								2009
						Earnings									Earnings			GAAP Earnings
	GAAP			Less:		Excluding			GAAP			Less:			Excluding			Excluding CIEs
	Earnings			CIEs		CIEs			Earnings			CIEs			CIEs			Change
	(in millions, unaudited)
Revenues
Net investment income (loss)	$	79		$	79	$	—		$	(20	)	$	1		$	(21	)	$	21		100	%
Other revenues	78			57		21			39			(12		)	51			(30		)	(59	)
Total revenues	157			136		21			19			(11		)	30			(9		)	(30	)
Banking and deposit interest expense	—			—		—			2			1			1			(1		)	(100	)
Total net revenues	157			136		21			17			(12		)	29			(8		)	(28	)
Expenses
Distribution expenses	—			—		—			1			—			1			(1		)	(100	)
Interest and debt expense	64			40		24			26			—			26			(2		)	(8	)
General and administrative expense	40			14		26			28			2			26			—			—
Total expenses	104			54		50			55			2			53			(3		)	(6	)
Pretax income (loss)	53			82		(29		)	(38		)	(14		)	(24		)	(5		)	(21	)
Less: Net income (loss) attributable to noncontrolling interests	82			82		—			(14		)	(14		)	—			—			—
Pretax loss attributable to Ameriprise Financial	$	(29	)	$	—	$	(29	)	$	(24	)	$	—		$	(24	)	$	(5	)	(21	)%

Our Corporate & Other segment pretax loss attributable to Ameriprise Financial was $29 million for the three months ended March 31, 2010 compared to $24 million in the prior year period.

Net revenues excluding CIEs decreased $8 million compared to the prior year period. Net investment loss excluding CIEs for the first quarter of 2009 reflects the transfer priced interest income allocated to the Annuities and Protection segments for maintaining excess liquidity. Other revenues excluding CIEs decreased $30 million compared to the prior year period due to a $50 million benefit in the first quarter of 2009 from repurchasing our junior notes at a discount, partially offset by a $20 million benefit from the payments related to the Reserve Funds matter in the first quarter of 2010.

Total expenses excluding CIEs decreased $3 million compared to the prior year period. Interest and debt expense excluding CIEs decreased $2 million compared to the prior year period. On March 11, 2010, we issued $750 million of 10-year senior notes with a 5.3% coupon. In addition, we swapped $1.4 billion of debt from fixed to floating, consistent with our asset-liability matching strategy.

54

Fair Value Measurements

We report certain assets and liabilities at fair value; specifically, separate account assets, derivatives, embedded derivatives, properties held by our consolidated property funds, and most investments and cash equivalents. Fair value assumes the exchange of assets or liabilities occurs in orderly transactions. Companies are not permitted to use market prices that are the result of a forced liquidation or distressed sale. We include actual market prices, or observable inputs, in our fair value measurements to the extent available. Broker quotes are obtained when quotes from pricing services are not available. We validate prices obtained from third parties through a variety of means such as: price variance analysis, subsequent sales testing, stale price review, price comparison across pricing vendors and due diligence reviews of vendors.

Non-Agency Residential Mortgage Backed Securities Backed by Sub-prime, Alt-A or Prime Collateral

Sub-prime mortgage lending is the origination of residential mortgage loans to customers with weak credit profiles. Alt-A mortgage lending is the origination of residential mortgage loans to customers who have credit ratings above sub-prime but may not conform to government-sponsored standards. Prime mortgage lending is the origination of residential mortgage loans to customers with good credit profiles. We have exposure to these types of loans predominantly through mortgage backed and asset backed securities. The slow down in the U.S. housing market, combined with relaxed underwriting standards by some originators, has led to higher delinquency and loss rates for some of these investments. Market conditions have increased the likelihood of other-than-temporary impairments for certain non-agency residential mortgage backed securities. As a part of our risk management process, an internal rating system is used in conjunction with market data as the basis of analysis to assess the likelihood that we will not receive all contractual principal and interest payments for these investments. For the investments that are more at risk for impairment, we perform our own assessment of projected cash flows incorporating assumptions about default rates, prepayment speeds, loss severity, and geographic concentrations to determine if an other-than-temporary impairment should be recognized.

55

The following table presents, as of March 31, 2010, our non-agency residential mortgage backed and asset backed securities backed by sub-prime, Alt-A or prime mortgage loans by credit rating and vintage year:

	AAA				AA				A				BBB				BB & Below				Total
	Amortized		Fair		Amortized		Fair		Amortized		Fair		Amortized		Fair		Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value		Cost		Value		Cost		Value		Cost		Value		Cost		Value
	(in millions)
Sub-prime
2003 & prior	$	2	$	2	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	2	$	2
2004	14		13		7		4		8		8		—		—		9		8		38		33
2005	60		58		48		47		17		16		8		8		18		13		151		142
2006	—		—		8		7		—		—		5		5		68		49		81		61
2007	—		—		—		—		5		5		—		—		6		1		11		6
2008	—		—		7		6		—		—		—		—		—		—		7		6
Re-Remic(1)	41		41		—		—		—		—		17		17		—		—		58		58
Total Sub-prime	$	117	$	114	$	70	$	64	$	30	$	29	$	30	$	30	$	101	$	71	$	348	$	308
Alt-A
2003 & prior	$	20	$	20	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	20	$	20
2004	12		12		62		56		21		18		11		6		17		7		123		99
2005	5		4		51		38		30		24		3		2		263		174		352		242
2006	—		—		2		2		—		—		—		—		175		110		177		112
2007	—		—		—		—		—		—		—		—		211		110		211		110
2008	—		—		—		—		—		—		—		—		—		—		—		—
Total Alt-A	$	37	$	36	$	115	$	96	$	51	$	42	$	14	$	8	$	666	$	401	$	883	$	583
Prime
2003 & prior	$	270	$	266	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	270	$	266
2004	72		72		27		25		33		32		33		29		22		7		187		165
2005	16		19		48		52		77		77		50		42		147		95		338		285
2006	20		22		—		—		6		2		33		37		4		3		63		64
2007	42		43		—		—		—		—		—		—		14		11		56		54
2008	—		—		—		—		—		—		—		—		—		—		—		—
Re-Remic(1)	2,289		2,396		—		—		—		—		—		—		—		—		2,289		2,396
Total Prime	$	2,709	$	2,818	$	75	$	77	$	116	$	111	$	116	$	108	$	187	$	116	$	3,203	$	3,230
Grand Total	$	2,863	$	2,968	$	260	$	237	$	197	$	182	$	160	$	146	$	954	$	588	$	4,434	$	4,121

(1)  Re-Remics of mortgage backed securities are prior vintages with cash flows structured into senior and subordinated bonds. Credit enhancement on senior bonds is increased through the Re-Remic process. Total exposure to subordinate tranches was nil as of March 31, 2010.

Fair Value of Liabilities and Nonperformance Risk

Companies are required to measure the fair value of liabilities at the price that would be received to transfer the liability to a market participant (an exit price). Since there is not a market for our obligations of our variable annuity riders, we consider the assumptions participants in a hypothetical market would make to reflect an exit price. As a result, we adjust the valuation of variable annuity riders by updating certain contractholder assumptions, adding explicit margins to provide for profit, risk and expenses, and adjusting the rates used to discount expected cash flows to reflect a current market estimate of our nonperformance risk. The nonperformance risk adjustment is based on broker quotes for credit default swaps that are adjusted to estimate the risk of our life insurance company subsidiaries not fulfilling these liabilities. Consistent with general market conditions, this estimate resulted in a spread over the LIBOR swap curve as of March 31, 2010. As our estimate of this spread widens or tightens, the liability will decrease or increase. If this nonperformance credit spread moves to a zero spread over the LIBOR swap curve, the reduction to net income would be approximately $47 million, net of DAC and DSIC amortization and income taxes, based on March 31, 2010 credit spreads.

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Liquidity and Capital Resources

Overview

We maintained substantial liquidity during the first quarter of 2010. At March 31, 2010, we had $4.8 billion in cash and cash equivalents compared to $3.1 billion at December 31, 2009. We have additional liquidity available through an unsecured revolving credit facility for $750 million that expires in September 2010, which we anticipate re-establishing before expiration. Under the terms of the underlying credit agreement, we can increase this facility to $1.0 billion. Available borrowings under this facility are reduced by any outstanding letters of credit. We have had no borrowings under this credit facility and had $2 million of outstanding letters of credit at March 31, 2010.

In March 2010, we issued $750 million of 5.30% senior notes due 2020. A portion of the proceeds will be used to retire $340 million of debt maturing in November 2010. On April 30, 2010, we completed our acquisition of the long-term asset management business of Columbia Management. The total consideration paid, subject to post-closing adjustments, was approximately $1 billion and was funded through the use of cash on hand. Our subsidiaries, Ameriprise Bank, FSB and RiverSource Life, are members of the Federal Home Loan Bank (“FHLB”) of Des Moines, which provides these subsidiaries with access to collateralized borrowings. As of March 31, 2010, we had no borrowings from the FHLB. We believe cash flows from operating activities, available cash balances and our availability of revolver borrowings will be sufficient to fund our operating liquidity needs.

Various ratings organizations publish financial strength ratings, which measure an insurance company’s ability to meet contractholder and policyholder obligations, and credit ratings. The following table summarizes the ratings for Ameriprise Financial, Inc. and certain of its insurance subsidiaries as of the date of this filing:

	A.M. Best Company, Inc.	Standard & Poor’s Ratings Services	Moody’s Investors Service	Fitch Ratings Ltd.
Financial Strength Ratings
RiverSource Life	A+	AA-	Aa3	AA-
IDS Property Casualty Insurance Company	A	N/R	N/R	N/R
Credit Ratings
Ameriprise Financial, Inc.	a-	A	A3	A-

As of March 31, 2010, A.M. Best Company, Inc., Standard & Poor’s Ratings Services, and Fitch Ratings Ltd. retained negative outlooks on Ameriprise Financial, Inc. and RiverSource Life and the life insurance industry as a whole. Moody’s Investors Service changed their outlook on Ameriprise Financial, Inc. and RiverSource Life from negative to stable effective March 8, 2010. For information on how changes in our financial strength or credit ratings could affect our financial condition and results of operations, see the “Risk Factors” discussion included in Part I, Item 1A in our 2009 Form 10-K and Part II, Item 1A of this Quarterly Report on Form 10-Q.

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Dividends from Subsidiaries

Ameriprise Financial is primarily a parent holding company for the operations carried out by our wholly owned subsidiaries. Because of our holding company structure, our ability to meet our cash requirements, including the payment of dividends on our common stock, substantially depends upon the receipt of dividends or return of capital from our subsidiaries, particularly our life insurance subsidiary, RiverSource Life, our face-amount certificate subsidiary, Ameriprise Certificate Company (“ACC”), AMPF Holding Corporation, which is the parent company of our retail introducing broker-dealer subsidiary, Ameriprise Financial Services, Inc. (“AFSI”) and our clearing broker-dealer subsidiary, American Enterprise Investment Services, Inc. (“AEIS”), our auto and home insurance subsidiary, IDS Property Casualty Insurance Company (“IDS Property Casualty”), doing business as Ameriprise Auto & Home Insurance, Threadneedle, RiverSource Service Corporation and our investment advisory company, RiverSource Investments, LLC. The payment of dividends by many of our subsidiaries is restricted and certain of our subsidiaries are subject to regulatory capital requirements.

Actual capital and regulatory capital requirements for our wholly owned subsidiaries subject to regulatory capital requirements were as follows:

	Actual Capital				Regulatory Capital Requirements
	March 31, 2010		December 31, 2009		March 31, 2010	December 31, 2009
	(in millions)
RiverSource Life(1)(2)	$	3,324	$	3,450	N/A	$	803
RiverSource Life of NY(1)(2)	313		286		N/A	44
IDS Property Casualty(1)(3)	416		405		135	133
Ameriprise Insurance Company(1)(3)	46		46		2	2
ACC(4)(5)	228		293		208	231
Threadneedle(6)	215		201		146	155
Ameriprise Bank, FSB(7)	261		255		247	231
AFSI(3)(4)	133		79		1	1
Ameriprise Captive Insurance Company(3)	29		28		20	12
Ameriprise Trust Company(3)	39		36		36	32
AEIS(3)(4)	115		133		29	29
Securities America, Inc.(3)(4)	15		15		#	#
RiverSource Distributors, Inc.(3)(4)	40		41		#	#
RiverSource Fund Distributors, Inc.(3)(4)	18		13		#	#

#   Amounts are less than $1 million.

N/A Not Applicable.

(1)  Actual capital is determined on a statutory basis.

(2)  Regulatory capital requirement is based on the statutory risk-based capital filing.

(3)  Regulatory capital requirement is based on the applicable regulatory requirement, calculated as of March 31, 2010 and December 31, 2009.

(4)  Actual capital is determined on an adjusted GAAP basis.

(5)  ACC is required to hold capital in compliance with the Minnesota Department of Commerce and SEC capital requirements.

(6)  Actual capital and regulatory capital requirements are determined in accordance with U.K. regulatory legislation.

(7)  Ameriprise Bank is required to hold capital in compliance with the Office of Thrift Supervision (“OTS”) regulations and policies, which currently require a Tier 1 (core) capital ratio of not less than 7.5%.

In addition to the particular regulations restricting dividend payments and establishing subsidiary capitalization requirements, we take into account the overall health of the business, capital levels and risk management considerations in determining a dividend strategy for payments to our company from our subsidiaries, and in deciding to use cash to make capital contributions to our subsidiaries.

In the first quarter of 2010, the parent holding company received cash dividends from its subsidiaries of $530 million and contributed cash to its subsidiaries of $15 million. Of the dividends received, $425 million came from RiverSource Life. In the first quarter of 2009, the parent holding company received cash dividends from its subsidiaries of $1 million and contributed cash to its subsidiaries of $193 million.

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Dividends Paid to Shareholders, Debt Repurchases and Share Repurchases

We paid regular quarterly cash dividends to our shareholders totaling $45 million and $37 million for the three months ended March 31, 2010 and 2009, respectively. On April 26, 2010, our Board of Directors declared a quarterly cash dividend of $0.18 per common share. The dividend will be paid on May 21, 2010 to our shareholders of record at the close of business on May 7, 2010.

Our share repurchase program expired April 22, 2010. Since September 2008 through the expiration, we had suspended our stock repurchase program. Pursuant to the Amended and Restated Ameriprise Financial 2005 Incentive Compensation Plan, we reacquired 0.4 million shares of our common stock in the first quarter of 2010 through the surrender of restricted shares upon vesting and paid in the aggregate $15 million related to the holders’ income tax obligations on the vesting date.

In the first quarter of 2009, we extinguished $113 million principal amount of our junior notes. In the future, we may from time to time seek to retire or purchase additional outstanding debt through cash purchases in the open market, privately negotiated transactions or otherwise, without prior notice. Such repurchases, if any, will depend upon market conditions and other factors. The amounts involved could be material.

Operating Activities

Net cash provided by operating activities for the three months ended March 31, 2010 was $131 million compared to net cash used in operating activities of $572 million for the three months ended March 31, 2009. In the first quarter of 2009, operating cash was reduced by $625 million due to a decrease in net cash collateral held related to derivative instruments, compared to a decrease of $265 million in the first quarter of 2010. In addition, in the first quarter of 2009, operating cash was reduced by $435 million due to purchases within our bond trading portfolio.

Investing Activities

Our investing activities primarily relate to our Available-for-Sale investment portfolio. Further, this activity is significantly affected by the net flows of our investment certificate, fixed annuity and universal life products reflected in financing activities.

Net cash provided by investing activities for the three months ended March 31, 2010 was $839 million compared to net cash used in investing activities of $2.1 billion for the three months ended March 31, 2009. Cash used for purchases of Available-for-Sale securities decreased $2.0 billion and proceeds from sales and maturities, sinking fund payments and calls of Available-for-Sale securities increased $0.9 billion compared to the prior year period.

Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2010 was $759 million compared to $2.2 billion for the three months ended March 31, 2009, a decrease in cash of $1.5 billion. Net cash received from policyholder and contractholder account values decreased $1.9 billion compared to the prior year period primarily due to lower net inflows of fixed annuities. This decrease in cash was partially offset by cash received of $744 million from the issuance of our senior notes in March 2010, net of issuance costs.

Contractual Commitments

There have been no material changes to our contractual obligations disclosed in our 2009 10-K.

Off-Balance Sheet Arrangements

There have been no material changes in our off-balance sheet arrangements disclosed in our 2009 10-K.

Forward-Looking Statements

This report contains forward-looking statements that reflect management’s plans, estimates and beliefs. Actual results could differ materially from those described in these forward-looking statements. Examples of such forward-looking statements include:

·statements of the Company’s plans, intentions, expectations, objectives or goals, including those relating to asset flows, mass affluent and affluent client acquisition strategy, client retention, financial advisor retention, recruiting and enrollments, general and administrative costs; consolidated tax rate (including any expectations regarding the effectiveness or other terms of any regulatory change or interpretation applicable to the DRD), and excess capital position;

·other statements about future economic performance, the performance of equity markets and interest rate variations and the economic performance of the United States and of global markets; and

·statements of assumptions underlying such statements.

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The words “believe,” “expect,” “anticipate,” “optimistic,” “intend,” “plan,” “aim,” “will,” “may,” “should,” “could,” “would,” “likely,” “forecast,” “on pace,” “project” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from such statements.

Such factors include, but are not limited to:

·changes in the valuations, liquidity and volatility in the interest rate, credit default, equity market, and foreign exchange environments;

·changes in the litigation and regulatory environment, including ongoing legal proceedings and regulatory actions, the frequency and extent of legal claims threatened or initiated by clients, other persons and regulators, and developments in regulation and legislation;

·investment management performance and consumer acceptance of the Company’s products;

·the ability of the Company to implement planned changes to its variable product asset allocation program and the effectiveness of those changes in improving the mitigation of basis risk;

·effects of competition in the financial services industry and changes in product distribution mix and distribution channels;

·changes to the Company’s reputation that may arise from employee or affiliated advisor misconduct, legal or regulatory actions, improper management of conflicts of interest or otherwise;

·the Company’s capital structure, including indebtedness, limitations on subsidiaries to pay dividends, and the extent, manner, terms and timing of any share or debt repurchases management may effect as well as the opinions of rating agencies and other analysts and the reactions of market participants or the Company’s regulators, advisors, distribution partners or customers in response to any change or prospect of change in any such opinion;

·changes to the availability of liquidity and the Company’s credit capacity that may arise due to shifts in market conditions, the Company’s credit ratings and the overall availability of credit;

·risks of default, capacity constraint or repricing by issuers or guarantors of investments the Company owns or by counterparties to hedge, derivative, insurance or reinsurance arrangements or by manufacturers of products the Company distributes, experience deviations from the Company’s assumptions regarding such risks, the evaluations or the prospect of changes in evaluations of any such third parties published by rating agencies or other analysts, and the reactions of other market participants or the Company’s regulators, advisors, distribution partners or customers in response to any such evaluation or prospect of changes in evaluation;

·with respect to VIE pooled investments the Company has determined do not require consolidation under GAAP, the realization by the Company that it does not have the power over the VIE pooled investments or hold a variable interest in these investments for which the Company has the potential to receive significant benefits or the potential obligation to absorb significant losses;

·experience deviations from the Company’s assumptions regarding morbidity, mortality and persistency in certain annuity and insurance products, or from assumptions regarding market returns assumed in valuing DAC and DSIC or market volatility underlying our valuation and hedging of guaranteed living benefit annuity riders;

·changes in capital requirements that may be indicated, required or advised by regulators or rating agencies;

·the impacts of the Company’s efforts to improve distribution economics and to grow third-party distribution of its products;

·the ability to complete the acquisition opportunities the Company negotiates;

·the Company’s ability to realize the financial, operating and business fundamental benefits or to obtain regulatory approvals regarding integrations we plan for the acquisitions we have completed or have contracted to complete, as well as the amount and timing of integration expenses;

·the ability and timing to realize savings and other benefits from re-engineering and tax planning;

·changes in the capital markets and competitive environments induced or resulting from the partial or total ownership or other support by central governments of certain financial services firms or financial assets; and

·general economic and political factors, including consumer confidence in the economy, the ability and inclination of consumers generally to invest as well as their ability and inclination to invest in financial instruments and products other than cash and cash equivalents, the costs of products and services the Company consumes in the conduct of its business, and applicable legislation and regulation and changes therein, including tax laws, tax treaties, fiscal and central government treasury policy, and policies regarding the financial services industry and publicly-held firms, and regulatory rulings and pronouncements.

Management cautions the reader that the foregoing list of factors is not exhaustive. There may also be other risks that management is unable to predict at this time that may cause actual results to differ materially from those in forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. Management undertakes no obligation to update publicly or revise any forward-looking statements. The foregoing list of factors should be read in conjunction with the “Risk Factors” discussion included in Part I, Item 1A of our 2009 10-K and Part II, Item 1A of this Quarterly Report on Form 10-Q.

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ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the “Quantitative and Qualitative Disclosures About Market Risk” discussion included as Part II, Item 7A of our 2009 10-K.

ITEM 4.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) designed to provide reasonable assurance that the information required to be reported in the Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in and pursuant to SEC regulations, including controls and procedures designed to ensure that this information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding the required disclosure. It should be noted that, because of inherent limitations, our company’s disclosure controls and procedures, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our company’s Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at a reasonable level of assurance as of March 31, 2010.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our company’s internal control over financial reporting.

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PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The information set forth in Note 13 to the Consolidated Financial Statements in Part I, Item 1 is incorporated herein by reference.

ITEM 1A.  RISK FACTORS

Part I, Item 1A of our 2009 10-K sets forth information relating to the material risks and uncertainties that affect our business and common stock. In addition to those risk factors, we believe the following risk factor is also relevant to an understanding of our business, financial condition and results of operations.

Changes in accounting standards could have a material impact on our financial statements.

From time to time, the FASB, the SEC, and other regulators change the financial accounting and reporting standards governing the preparation of our financial statements. In some cases, we could be required to apply a new or revised standard retroactively, resulting in our restating prior period financial statements. These changes are difficult to predict and can materially impact how we record and report our financial condition and results of operations and other financial data, even in instances where they may not have an economic impact on our business.

For example, the FASB updated the accounting standard related to the required consolidation of certain VIEs, effective January 1, 2010. We adopted the accounting standard effective January 1, 2010 and recorded as a cumulative change in accounting principle an increase to appropriated retained earnings of consolidated investment entities and consolidated client assets and liabilities in VIEs onto our consolidated balance sheets that were not previously consolidated. While the economics of our business have not changed, the financial statements were impacted. See “Adoption of New Accounting Standards — Consolidation of Variable Interest Entities” in Note 2 to the Consolidated Financial Statements set forth in this report, which portion is incorporated herein by reference. Further revisions to this standard may have an additional impact on us, which cannot be predicted at this time.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table presents the information with respect to purchases made by or on behalf of Ameriprise Financial, Inc. or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of our common stock during the first quarter of 2010:

				(c)
Period	(a) Total Number of Shares Purchased	(b) Average Price Paid Per Share		Total Number of Shares Purchased as part of Publicly Announced Plans or Programs(1)	(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(1)
January 1 to January 31, 2010
Share repurchase program(1)	—	$	—	—	$	1,304,819,604
Employee transactions(2)	109,519	$	39.58	N/A	N/A
February 1 to February 28, 2010
Share repurchase program(1)	—	$	—	—	$	1,304,819,604
Employee transactions(2)	285,880	$	38.69	N/A	N/A
March 1 to March 31, 2010
Share repurchase program(1)	—	$	—	—	$	1,304,819,604
Employee transactions(2)	747	$	40.64	N/A	N/A
Totals
Share repurchase program	—	$	—	—
Employee transactions	396,146	$	38.94	N/A
	396,146			—

(1)On April 22, 2008, we announced that our Board of Directors authorized us to repurchase up to $1.5 billion worth of our common stock, which authorization expired April 22, 2010.

(2)Restricted shares withheld pursuant to the terms of awards under the amended and revised Ameriprise Financial 2005 Incentive Compensation Plan (the “Plan”) to offset tax withholding obligations that occur upon vesting and release of restricted shares. The Plan provides that the value of the shares withheld shall be the closing price of common stock of Ameriprise Financial, Inc. on the date the relevant transaction occurs.

ITEM 6.  EXHIBITS

The list of exhibits required to be filed as exhibits to this report are listed on page E-1 hereof, under “Exhibit Index,” which is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		AMERIPRISE FINANCIAL, INC.
		(Registrant)
Date: May 4, 2010	By	/s/ Walter S. Berman
		Walter S. Berman
		Executive Vice President and Chief Financial Officer
Date: May 4, 2010	By	/s/ David K. Stewart
		David K. Stewart
		Senior Vice President and Controller
		(Principal Accounting Officer)

63

EXHIBIT INDEX

Pursuant to the rules and regulations of the Securities and Exchange Commission, we have filed certain agreements as exhibits to this Quarterly Report on Form 10-Q. These agreements may contain representations and warranties by the parties. These representations and warranties have been made solely for the benefit of the other party or parties to such agreements and (i) may have been qualified by disclosures made to such other party or parties, (ii) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments, which may not be fully reflected in our public disclosure, (iii) may reflect the allocation of risk among the parties to such agreements and (iv) may apply materiality standards different from what may be viewed as material to investors. Accordingly, these representations and warranties may not describe our actual state of affairs at the date hereof and should not be relied upon.

The following exhibits are filed as part of this Quarterly Report on Form 10-Q. The exhibit numbers followed by an asterisk (*) indicate exhibits electronically filed herewith. All other exhibit numbers indicate exhibits previously filed and are hereby incorporated herein by reference.

Exhibit	Description
3.1	Amended Restated Certificate of Incorporation of Ameriprise Financial, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, File No. 1-32525, filed on April 30, 2010).
3.2	Amended and Restated Bylaws of Ameriprise Financial, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K, File No. 1-32525, filed on April 30, 2010).
4.1	Form of Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 3 to Form 10 Registration Statement, File No. 1-32525, filed on August 19, 2005). Other instruments defining rights of holders of long-term debt securities of the registrant are omitted pursuant to Section (b)(4)(iii)(A) of Item 601 of Regulation S-K. The registrant agrees to furnish copies of these instruments to the SEC upon request.
10.1	Ameriprise Financial 2005 Incentive Compensation Plan, as amended and restated effective April 28, 2010 (incorporated by reference to Exhibit B to the Proxy Statement for the Annual Meeting of Shareholders held on April 28, 2010, File No. 001-32525, filed on March 19, 2010).
10.2*	Ameriprise Financial Deferred Compensation Plan, as amended and restated effective April 1, 2010.
10.3*	Ameriprise Financial Supplemental Retirement Plan, as amended and restated effective April 1, 2010.
31.1*	Certification of James M. Cracchiolo pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
31.2*	Certification of Walter S. Berman pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
32*	Certification of James M. Cracchiolo and Walter S. Berman pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*	The following materials from Ameriprise Financial, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, formatted in XBRL: (i) Consolidated Statements of Operations for the three months ended March 31, 2010 and 2009; (ii) Consolidated Balance Sheets at March 31, 2010 and December 31, 2009; (iii) Consolidated Statements of Cash Flows for the three months ended March 31, 2010 and 2009; (iv) Consolidated Statements of Equity for the three months ended March 31, 2010 and 2009; and (v) Notes to the Consolidated Financial Statements, tagged as blocks of text.

E-1

EX-10.2

Exhibit 10.2

AMERIPRISE FINANCIAL

DEFERRED COMPENSATION PLAN

As Amended and Restated Effective April 1, 2010

TABLE OF CONTENTS

ARTICLE 1	DEFINITIONS	1
ARTICLE 2	TRANSITION RULE	5
ARTICLE 3	ANNUAL PARTICIPANT DEFERRALS	6
ARTICLE 4	ANNUAL MATCH	8
ARTICLE 5	ANNUAL DISCRETIONARY ALLOCATION	9
ARTICLE 6	INVESTMENT OPTIONS, INVESTMENT ADJUSTMENTS AND TAXES	10
ARTICLE 7	BENEFICIARY DESIGNATION	13
ARTICLE 8	DISTRIBUTION OF PLAN ACCOUNTS	14
ARTICLE 9	LEAVE OF ABSENCE	15
ARTICLE 10	EFFECTS OF CERTAIN EVENTS	15
ARTICLE 11	AMENDMENT AND TERMINATION	17
ARTICLE 12	ADMINISTRATION	18
ARTICLE 13	CLAIMS PROCEDURES	18
ARTICLE 14	TRUST	20
ARTICLE 15	MISCELLANEOUS	20

AMERIPRISE FINANCIAL

DEFERRED COMPENSATION PLAN

As Amended and Restated Effective April 1, 2010

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.

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.        “Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 7, that are entitled to receive a distribution of a Participant’s Plan Accounts in the event of the Participant’s death.

1.13.        “Beneficiary Designation Form” shall mean the Beneficiary Designation Form or amended Beneficiary Designation Form last signed and submitted by a Participant and accepted by the Committee.

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

1.15.        “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.

1.16.        “Claimant” shall have the meaning set forth in Article 13.01.

1.17.        “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.

1.18.        “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 12.02.

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

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

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

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

1.23.        “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.

1.24.        “Distribution Election” shall mean an election made in accordance with Article 8.01.

1.25.        “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.

1.26.        “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.

1.27.        “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.

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

1.29.        “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.

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1.30.“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.

1.31.“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.

1.32.“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.

1.33.“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.

1.34.“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.

1.35.“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.

1.36.“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.

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

1.38.“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.

1.39.“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.

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1.40.“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.

1.41.“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.

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

1.43.“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.

1.44.“Trust” shall mean a trust established in accordance with Article 14.

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

1.46.“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.

1.47.“Years of Service” shall mean the total number of actual or deemed full Plan Years during which a Participant has been 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 be counted pro-rata.

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”).

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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 in the applicable Annual Enrollment Materials for a given Plan Year, which may provide for

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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. For this purpose, an election will be deemed to apply to compensation paid for services performed subsequent to the time such Annual Election Form is received by the Committee provided that the election applies to the portion of the compensation equal to the total amount of the compensation for the service period multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days in the performance period. 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

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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 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.  For this purpose, “disability” shall mean any medically determinable physical or mental impairment resulting in the Participant’s inability to perform the duties of his or her position or any substantially similar position, where such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six months.

(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

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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 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

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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.

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 the Investment Agent. A designation shall be effective as of the Designation Date next following the date the direction is received and accepted by the Investment Agent or as soon thereafter as administratively practicable, subject to the Committee’s right to override such direction. The Participant may, if permitted by the Committee, make an investment direction to the Investment Agent for his or her existing Plan Accounts as of a Designation Date and a separate investment direction to the

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Investment Agent for contribution credits to his or her Plan Accounts occurring after the Designation Date.

(d)           All amounts credited to a Participant’s Plan Accounts shall be invested in accordance with the then effective investment direction, unless the Committee directs otherwise. Unless otherwise changed by the Committee, an investment direction shall remain in effect until the Participant’s Plan Accounts are distributed or forfeited in their entirety, or until a subsequent investment direction is received and accepted by the Investment Agent.

(e)           If a Participant files an investment direction with the Investment Agent for his or her existing Plan Accounts as of a Designation Date which is received and accepted by the Investment Agent and not overridden by the Committee, then the Participant’s existing Plan Accounts shall be deemed to be reallocated as of the next Designation Date (or as soon thereafter as administratively practicable) among the designated Investment Options according to the percentages specified in such investment direction; provided, however, that a Participant’s ability to change the Investment Options applicable to his or her Annual Match Account and Annual Discretionary Allocation Account are 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. Unless otherwise changed by the Committee, an investment direction shall remain in effect until the Participant’s Plan Accounts are distributed or forfeited in their entirety, or until a subsequent investment direction is received and accepted by the Investment Agent.

(f)            The Committee, in its sole discretion, may place limits on a Participant’s ability to make changes with respect to any Investment Options. In addition, in no event shall a Participant who is a Reporting Person be permitted to allocate any portion of his or her Plan Accounts to the Company Stock Fund more frequently than quarterly.

(g)           If the Investment Agent receives an initial or subsequent investment direction with respect to Plan Accounts which it deems to be incomplete, unclear or improper, or which is unacceptable for some other reason (determined in the sole and absolute discretion of the Investment Agent), the Participant’s investment direction for such Plan Accounts then in effect shall remain in effect (or, in the case of a deficiency in an initial investment direction, the Participant shall be deemed to have filed no investment direction) until the Participant files an investment direction for such Plan Accounts acceptable to the Investment Agent.

(h)           If the Investment Agent does not possess valid investment directions covering the full balance of a Participant’s Plan Accounts or subsequent contributions thereto (including, without limitation, situations in which no investment direction has been filed, situations in which the investment direction is not acceptable to the Investment Agent under Article 6.01(g), or situations in which some or all of the Participant’s designated investments are no longer permissible Investment Options), the Participant shall be deemed to have directed that the undesignated portion of the Plan Accounts be invested in a money-market fund or similar short-term investment fund; provided, however, the Committee may provide for the undesignated portion to be allocated to or among the Investment Option(s) that the Participant did designate in the same proportion as the designated portion, or may provide for any other allocation method it deems appropriate, in its discretion.

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(i)            None of the Company, its directors and employees (including, without limitation, each member of the Committee), and the Trustee, and their designated agents and representatives, shall have any liability whatsoever for the investment of a Participant’s Plan Accounts, or for the investment performance of a Participant’s Plan Accounts. Each Participant hereunder, as a condition to his or her participation hereunder, agrees to indemnify and hold harmless the Company, its directors and employees (including, without limitation, each member of the Committee), and the Trustee, and their designated agents and representatives, from any losses or damages of any kind (including, without limitation, lost opportunity costs) relating to the investment of a Participant’s Plan Accounts. The Investment Agent shall have no liability whatsoever for the investment of a Participant’s Plan Accounts, or for the investment performance of a Participant’s Plan Accounts, other than as a result of the failure to follow a valid and effective investment direction. Each Participant hereunder, as a condition to his or her participation hereunder, agrees to indemnify and hold harmless the Investment Agent, and its agents and representatives, from any losses or damages of any kind (including, without limitation, lost opportunity costs) relating to the investment of a Participant’s Plan Accounts, other than as a result of the failure to follow a valid and effective investment direction.

(j)            The Participant’s Annual Match Accounts and Annual Discretionary Allocation Accounts for each Plan Year shall be treated for purposes of this Article 6 as separate from the Annual Deferral Accounts for that Plan Year.  Unless otherwise provided in the applicable Annual Enrollment Materials, a Participant may only provide investment directions with respect to all of his or her Annual Deferral Accounts.

6.02.Adjustment of Plan Accounts.  While a Participant’s Plan Accounts do not represent the Participant’s ownership of, or any ownership interest in, any particular assets, the Participant’s Plan Accounts shall be adjusted in accordance with the Investment Option(s), subject to the conditions and procedures set forth herein or established by the Committee from time to time. Any notional cash earnings generated under an Investment Option (such as interest and cash dividends and distributions) shall, at the Committee’s sole discretion, either be deemed to be reinvested in that Investment Option or reinvested in one or more other Investment Option(s) designated by the Committee. All notional acquisitions and dispositions of Investment Options under a Participant’s Plan Accounts shall be deemed to occur at such times as the Committee shall determine to be administratively feasible in its sole discretion and the Participant’s Plan Accounts shall be adjusted accordingly.  In addition, a Participant’s Plan Accounts may be adjusted from time to time, in accordance with procedures and practices established by the Committee, in its sole discretion, to reflect any notional transactional costs and other fees and expenses relating to the deemed investment, disposition or carrying of any Investment Option for the Participant’s Plan Accounts.

6.03.FICA and Other Taxes.

(a)           Withholding.  For each Plan Year in which an Annual Participant Deferral is being withheld from a Participant or in which an Annual Match or Annual Discretionary Allocation credited on behalf of a Participant vests, the Participant’s Employer(s) shall withhold from the Participant’s other compensation payable by the Employer(s) to the Participant, in a manner determined by the Employer(s), the Participant’s share of FICA and other employment taxes. If the Committee determines that such portion may not be sufficient to cover the amount

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of the applicable withholding, then to the extent permissible under Section 409A, the Committee may reduce the Annual Participant Deferral to the extent necessary, as determined by the Committee in its sole discretion, for the Participant’s Employer to comply with applicable withholding requirements.

(b)           Distributions.  The Participant’s Employer(s), or the Trustee, shall withhold from any payments made to a Participant under the Plan all federal, state and local income, employment and other taxes required to be withheld by the Employer(s), or the Trustee, in connection with such payments, in amounts and in a manner to be determined in the sole discretion of the Employer(s) and the Trustee.

Article 7

Beneficiary Designation

7.01.Beneficiary.  The Committee shall determine, in its sole discretion, whether a Participant shall have the right to designate his or her Beneficiary to receive any benefits payable under the Plan upon the death of a Participant. The Beneficiary designated under the Plan may be the same as or different from the beneficiary designation under any other plan or arrangement in which the Participant participates.

7.02.Beneficiary Designation; Change.  A Participant shall designate his or her Beneficiary by completing and signing a Beneficiary Designation Form, and returning it to the Committee. Provided that the Committee provides for a Beneficiary designation, a Participant shall have the right to change a Beneficiary by completing, signing and submitting to the Committee an amended Beneficiary Designation Form in accordance with the Committee’s rules and procedures, as in effect from time to time. Upon the acceptance by the Committee of an amended Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled. The Committee shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the Committee prior to his or her death.

7.03.Acceptance.  No designation or change in designation of a Beneficiary shall be effective until received and accepted by the Committee.

7.04.No Beneficiary Designation.  If a Participant fails to designate a Beneficiary as provided above, if the Committee does not provide for Beneficiary designation or if the designated Beneficiary predeceases the Participant, then the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the person or persons surviving the Participant in the following order: (a) the Participant’s spouse, if he or she was married at the time of death; or (b) the executor or personal representative of the Participant’s estate.

7.05.Doubt as to Beneficiary.  If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to the Plan, to the extent permissible under Section 409A, the Committee shall have the right, exercisable in its discretion, to cause the Company to withhold such payments until this matter is resolved to the Committee’s satisfaction.

7.06.Prior Beneficiary Designations Void.  Any beneficiary designations made under the Plan or any predecessor arrangement thereto prior to December 1, 2009 shall be null and

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void. Any Participant who made a beneficiary designation prior to such date must complete and sign a Beneficiary Designation Form and return it to the Committee pursuant to this Article.

7.07.Discharge of Obligations.  The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge the Company and the Committee from all further obligations under the Plan with respect to the Participant.

Article 8

Distribution of Plan Accounts

8.01.Distribution Elections.

(a)           Initial Elections.  The Participant shall make a Distribution Election by filing a Distribution Election Form at the time he or she makes an Annual Participant Deferral with respect to a given Plan Year to have the Participant’s respective Plan Accounts for that Plan Year distributed in either a lump sum, or two to ten substantially equivalent annual installments, in each case commencing, in accordance with administrative guidelines determined by the Committee, on June 30th of (i) a specified year following the year that the compensation deferred would otherwise have been paid; or (ii) the year following the year of the Participant’s Termination of Employment.  The amount of each installment payment shall be equal to the value of the Participant’s respective Plan Accounts for that Plan Year divided by the number of installments remaining to be paid.

(b)           Subsequent Elections.  Subject to any restrictions that may be imposed by the Committee, a Participant may amend his or her Distribution Election with respect to any Plan Account by completing and submitting to the Committee within such time frame as the Committee may designate, an Amended Distribution Election Form; provided, however, that such Amended Distribution Election Form (i) is submitted no later than a date specified by the Committee in accordance with the requirements of Section 409A, (ii) shall not take effect until 12 months after the date on which such Amended Distribution Election Form becomes effective, and (iii) specifies a new distribution date (or a new initial distribution date in the case of installment distributions) that is no sooner than five years after the original distribution date (or the original initial distribution date in the case of installment distributions), or such later date specified by the Committee.

8.02.Valuation of Plan Accounts Pending Distribution.  To the extent that the distribution of any portion of any Plan Account is deferred, any amounts remaining to the credit of the Plan Account shall continue to be adjusted by the applicable Investment Adjustments in accordance with Article 6.

8.03.Form of Payment.  Distributions under the Plan shall be paid in cash; provided, however, that the Committee may provide, in its discretion, that any distribution attributable to the portion of a Plan Account that is deemed invested in the Company Stock Fund shall be paid in shares of Company Stock; provided, further, that any shares of Company Stock paid out under the Plan will be deemed to have been distributed under the Ameriprise Financial 2005 Incentive Compensation Plan, as amended from time to time, or any successor thereto, and will count against the limit on the number of shares of Company Stock available for distribution thereunder.

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8.04.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.

Article 9

Leave of Absence

9.01.Paid Leave of Absence.  If a Participant is authorized by the Participant’s Employer for any reason to take a paid leave of absence from the employment of the Employer, the Participant shall continue to be considered employed by the Employer and the appropriate amounts shall continue to be withheld from the Participant’s compensation pursuant to the Participant’s then current Annual Election Form.

9.02.Unpaid Leave of Absence.  If a Participant is authorized by the Participant’s Employer for any reason to take an unpaid leave of absence from the employment of the Employer, the Participant shall continue to be considered employed by the Employer and, to the extent permissible under Section 409A, the Participant shall be excused from making deferrals until the earlier of the date the leave of absence expires or the Participant returns to a paid employment status.  Upon such expiration or return, deferrals shall resume for the remaining portion of the Plan Year in which the expiration or return occurs, based on the deferral election, if any, made for that Plan Year. If no election was made for that Plan Year, no deferral shall be withheld.

Article 10

Effects of Certain Events

10.01.Death.  In the case of a Participant’s death, all amounts credited to the Plan Accounts of the affected Participant shall be 100 percent 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 Plan Accounts, the Participant’s Beneficiary shall receive the balance of the Participant’s Plan Accounts, which shall be payable to the Participant’s Beneficiary in a lump sum within 90 days of the date of the Participant’s death, or by such later date permissible under Section 409A.

10.02.Disability.  In the case of a Participant’s Disability, all amounts credited to the Participant’s Plan Accounts shall be 100 percent vested.  Notwithstanding anything to the contrary in a Participant’s Distribution Election or otherwise, a Participant suffering a Disability shall receive the balance of his or her Plan Accounts, which shall be paid in a lump sum within 90 days of the date that the Participant became disabled.

10.03.Retirement.  In the case of a Participant becoming Retirement Eligible, all amounts credited to the Plan Accounts of such Participant shall become immediately 100 percent vested. In the event of a Participant’s Retirement, the balance of the Participant’s Plan Accounts will be paid out in either a lump sum, or two to ten 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 June 30th of the year following the year of the Participant’s Retirement.

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10.04.Other Termination of Employment.  As of the date of a Participant’s Termination of Employment for any reason other than Retirement, Disability or death, the amounts credited to each of the Participant’s Plan Accounts shall be reduced by the amount which has not become vested in accordance with the vesting provisions set forth herein and in the Annual Enrollment Materials applicable to such Plan Account, and such unvested amounts shall be forfeited by the Participant. Notwithstanding anything to the contrary in a Participant’s Distribution Election or otherwise, in the event of a Participant’s Termination of Employment for any reason other than Retirement, Disability or death, the portion of the Participant’s Aggregate Vested Balance will be paid out in either a lump sum, or two to five 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 June 30th of the year following the year of the Participant’s Termination of Employment.  Notwithstanding anything to the contrary in a Participant’s Distribution Election or otherwise, in the event that the Participant specified in his or her Distribution Election for a Plan Account to be paid out in more than five installments, such Participant’s Distribution Election for such Plan Account shall be deemed to specify five annual installments for purposes of this Article 10.04.

10.05.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 percent 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 distribute all previously undistributed Plan Accounts to Participants as soon as administratively practicable following the effective date of such Change in Control, but in no event later than 90 days thereafter.

10.06.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 Article 10.06, the Committee shall be guided by the requirements of Section 409A 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 the Unforeseeable Emergency.

10.07.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 before a Change in Control, or the Trustee after a Change in Control, 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 Employer shall, to the extent permissible under Section 409A, distribute

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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 within 90 days of the date that the Participant’s benefits under the Plan became taxable. Such a distribution shall affect and reduce the benefits to be paid to the Participant under the Plan.

10.08.Plan Termination.  In the event of a termination of the Plan pursuant to Article 11.02 as it relates to any Participant, then subject to Article 8.02, all amounts credited to each of the Plan Accounts of each affected Participant shall be 100 percent vested and shall be paid in a lump sum to the Participant or, in the case of the Participant’s death, to the executor or personal representative of the Participant’s estate.  Such lump-sum payment shall be made 13 months after such termination (or such earlier or later date permitted under Section 409A), 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 Employer 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.

Article 11

Amendment and Termination

11.01.Amendment.  The Company may, at any time, amend or modify the Plan in whole or in part with respect to any or all Employers by the actions of the Committee; provided, however, that (a) no amendment or modification shall be effective to decrease or restrict the value of a Participant’s Aggregated Vested Balance in existence at the time the amendment or modification is made, calculated as if the Participant had experienced a Termination of Employment 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; and (c) except as specifically provided in Article 11.02, 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.

11.02.Termination.  Although an Employer may anticipate that it will continue the Plan for an indefinite period of time, there is no guarantee that any Employer will continue the Plan or will not terminate the Plan at any time in the future.  Accordingly, each Employer reserves the right to discontinue its sponsorship of the Plan and to terminate the Plan, at any time, with respect to its participating Employees by action of its board of directors, and the Company may at any time terminate an Employer’s participation in the Plan; provided, however, that (a) all plans that are aggregated with the Plan for purposes of Section 409A are also terminated, and (b) the Plan is not terminated proximate to a downturn in the financial health of the Employer, or any entity other than the Employer with whom the Employer would be considered a single employer under Sections 414(b) or 414(c) of the Code. In the event of a termination described in this Article 11.02, no new deferred compensation plans may be established by the Employer for

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a minimum period of three years following the termination and liquidation of the Plan if such new plan would be aggregated with the Plan under Section 409A.

Article 12

Administration

12.01.Committee Duties.  This Plan shall be administered by the Committee. Members of the Committee may be Participants under the Plan.  The Committee shall also have the discretion and authority to (a) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of the Plan, and (b) decide or resolve any and all questions including interpretations of the Plan, as may arise in connection with the Plan. Any individual serving on the Committee who is a Participant shall not vote or act on any matter relating solely to himself or herself.  When making a determination or calculation, the Committee shall be entitled to rely on information furnished by a Participant or the Company.

12.02.Agents.  In the administration of the Plan, the Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel who may be counsel to any Employer.

12.03.Binding Effect of Decisions.  The decision or action of the Committee with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

12.04.Indemnity of Committee.  All Employers shall indemnify and hold harmless the members of the Committee, and any agent to whom duties of the Committee may be delegated, against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to the Plan, except in the case of willful misconduct by the Committee or any of its members or any such agent.

12.05.Employer Information.  To enable the Committee to perform its functions, each Employer shall supply full and timely information to the Committee on all matters relating to the compensation of its Participants, the date and circumstances of the Retirement, Disability, death or Termination of Employment of its Participants, and such other pertinent information as the Committee may reasonably require.

Article 13

Claims Procedures

13.01.Presentation of Claim.  Any Participant or the 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

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arise occurred.  The claim must state with particularity the determination desired by the Claimant.

13.02.      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) a 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 Article 13.03.

13.03.      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.

13.04.      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.

13.05.      Arbitration.  A Claimant’s compliance with the foregoing provisions of this Article 13 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 (the “Claims”) under the Plan is subject to arbitration, unless otherwise agreed to in writing by the Participant and the Company.  The Claims shall be finally decided by arbitration conducted pursuant to the Commercial Dispute Resolution Procedures of the American Arbitration Association (the “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 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

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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 Article 13.05. 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 13 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 14

Trust

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

14.02.      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 Employers, Participants and the creditors of the Employers to the assets transferred to the Trust.

14.03.      Distributions from the Trust. Each Employer’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 Employer’s obligations under the Plan.

Article 15

Miscellaneous

15.01.      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 employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. 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

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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.

15.02.      Section 409A.  It is intended that the Plan (including all amendments thereto) comply with provisions of Section 409A, 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 and the Company’s Policy Regarding Section 409A Compliance.  Notwithstanding the terms of Article 8, to the extent that a distribution to a Participant who is a Specified Employee at the time of his or her Termination of Employment is required to be delayed by six months pursuant to Section 409A, such distribution shall be made no earlier than the first day of the seventh month following the Participant’s Termination of Employment.  The amount of such payment will equal the sum of the payments that would have been paid to the Specified Employee during the six-month period immediately following the Specified Employee’s Termination of Employment had the payment commenced as of such date.  If the Specified Employee elected to receive installment payments, the remaining balance of the Specified Employee’s Plan Accounts shall be paid in substantially equivalent installments. For purposes of this paragraph, “Specified Employee” shall mean a key employee as defined under Section 409A, as determined in accordance with the Company’s Policy Regarding Section 409A Compliance.

15.03.      Offsets. Notwithstanding anything in the Plan to the contrary, to the maximum extent permissible by Section 409A and applicable law, any amount otherwise due or payable under the Plan may be forfeited, or its payment suspended, at the discretion of the Committee, to apply toward or recover any claim the Company may have against the Participant, including but not limited to, for the enforcement of the Company’s Detrimental Conduct provisions under its long-term incentive award plan, to recover a debt to the Company or to recover a benefit overpayment under a Company benefit plan or program. No amounts shall be offset against a Participant’s Plan Accounts prior to the date on which the offset amounts would otherwise be distributed to the Participant unless otherwise permitted by Section 409A.  An offset shall be made only to the extent and in the manner permitted by the Company’s Policy Regarding Section 409A Compliance.

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

15.05.      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 employees of the Participant’s Employer. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided.

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15.06.      Employer’s Liability. An Employer’s liability for the payment of benefits shall be defined only by the Plan and the Annual Enrollment Forms, as entered into between the Employer and a Participant. An Employer shall have no obligation to a Participant under the Plan except as expressly provided in the Plan and his or her Annual Enrollment Forms.

15.07.      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.

15.08.      Not a Contract of Employment.  The terms and conditions of the Plan and the Annual Election Form under the Plan shall not be deemed to constitute a contract of employment between any Employer and the Participant. Such employment is hereby acknowledged to be an “at will” employment relationship that can be terminated at any time for any reason, or no reason, with or without cause, and with or without notice, except as otherwise provided in a written employment agreement.  Nothing in the Plan or any Annual Election Form shall be deemed to give a Participant the right to be retained in the service of any Employer as an Employee or to interfere with the right of any Employer to discipline or discharge the Participant at any time.

15.09.      Furnishing Information.  A Participant 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.

15.10.      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.

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

15.12.      Governing Law.  The Plan and all determinations made and actions taken thereunder, to the extent not otherwise governed by federal law, shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws, and construed accordingly.

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15.13.      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.

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

15.15.      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.

15.16.      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.

15.17.      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 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 Company liability under the Plan for such payment amount.

15.18.      Insurance. The Employers, on their own behalf or on behalf of the Trustee, and, in their sole discretion, may apply for and procure insurance on the life of the Participant, in such amounts and in such forms as the Trust may choose. The Employers or the Trustee, 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 Employers

23

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 Employers have applied for insurance.

15.19.      Legal Fees To Enforce Rights After Change in Control. The Company and each Employer is aware that upon the occurrence of a Change in Control, the Board or the board of directors of the Participant’s Employer (which might then be composed of new members) or a stockholder of the Company or the Participant’s Employer, or of any successor corporation might then cause or attempt to cause the Company or the Participant’s Employer or such successor to refuse to comply with its obligations under the Plan and might cause or attempt to cause the Company or the Participant’s Employer 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, the Participant’s Employer or any successor corporation has failed to comply with any of its obligations under the Plan or any agreement thereunder, or if the Company, such Employer 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 Participant’s Employer irrevocably authorize such Participant to retain counsel of his or her choice at the expense of the Company and the Employer (who shall be jointly and severally liable) 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 Participant’s Employer or any director, officer, stockholder or other person affiliated with the Company, the Participant’s Employer 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 Article 15.19. Any reimbursements shall be paid in accordance with the Company’s Policy Regarding Section 409A Compliance.

15.20.      Electronic Documents Permitted.  Subject to applicable law, Annual 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.

* * * * *

24

Ameriprise Financial
Deferred Compensation Plan

Schedule A

January 1, 2009

Employers

·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

·Ameriprise Advisor Services, Inc.

·J.& W. Seligman & Co. Incorporated

·Seligman Services, Inc.

·Seligman Advisors, Inc.

·Threadneedle Investments North America, LLC

EX-10.3

Exhibit 10.3

AMERIPRISE FINANCIAL

SUPPLEMENTAL RETIREMENT PLAN

As Amended and Restated Effective April 1, 2010

TABLE OF CONTENTS

ARTICLE 1 PURPOSE, EFFECTIVE DATE AND TRANSITION RULES	1
ARTICLE 2 DEFINITIONS	2
ARTICLE 3 ELIGIBILITY	4
ARTICLE 4 PLAN BENEFITS	5
ARTICLE 5 SUBACCOUNTS, INVESTMENT PERFORMANCE AND TRANSFERS	8
ARTICLE 6 DISTRIBUTION OF BOOK RESERVE ACCOUNTS	10
ARTICLE 7 BENEFICIARY DESIGNATION	12
ARTICLE 8 EFFECT OF CERTAIN EVENTS	12
ARTICLE 9 SPECIAL RESTRICTIONS	13
ARTICLE 10 AMENDMENT AND TERMINATION	14
ARTICLE 11 ADMINISTRATION	14
ARTICLE 12 CLAIMS PROCEDURES	15
ARTICLE 13 MISCELLANEOUS	16

AMERIPRISE FINANCIAL
SUPPLEMENTAL RETIREMENT PLAN

As Amended and Restated Effective April 1, 2010

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, was amended and restated in its entirety effective January 1, 2009 and January 1, 2010 and is hereby amended and restated in its entirety effective April 1, 2010.  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 was amended to comply with the requirements of Section 409A, and to reflect certain other design changes.  Effective April 1, 2010, the Plan is hereby amended to clarify the operation of certain provisions in compliance with Section 409A.

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 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 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.

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 3.02(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.

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.

(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 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.

(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 subaccounts established pursuant to Article 4.04(c), in a manner similar to the rules for such transfers under the 401(k) Plan.

5.03.Investment following Change in Control.  Notwithstanding the above, effective immediately upon a Change in Control, to the extent a book reserve account established on behalf of a Participant reflects, or by the terms of the Plan should in the future reflect, the performance of the Stock Fund, it shall thereafter reflect the performance of the 401(k) Plan Income Fund, or a default subaccount selected by the Committee.

5.04.Investment Allocation. For each Participant, credits to the book reserve account established pursuant to Article 4.04(c) shall be made to such subaccounts thereunder as directed by such Participant. If more than one subaccount is selected, a Participant must designate, on a form or other medium acceptable to the Committee, in one-percent increments, the amounts to be credited to each subaccount.  A Participant shall be allowed to amend such designation consistent with the frequency of investment changes offered the Participant under rules governing the 401(k) Plan for a given Plan Year.

5.05.Investment Performance.  Subject to Article 5.06, for each Participant, the performance of such subaccounts shall reflect the performance of the investment fund under the 401(k) Plan that such subaccount represents. Each such subaccount shall reflect such increases or decreases in value from time to time, whether from dividends, gains, losses or otherwise, as that experienced by the related investment fund under the 401(k) Plan.  Subject to Article 9, credits to such subaccounts may be transferred to any other subaccount under the Plan on such terms and at such times as permitted with respect to the related investment funds under the 401(k) Plan, and to such rules as may be adopted by the Committee. If a Participant fails to affirmatively designate one or more subaccounts pursuant to this Article 5.05, subject to rules established by the Committee, such Participant shall be deemed to have selected either a default account selected by the Committee or, to the extent feasible, the subaccount(s) that relate to the Participant’s investment direction under the 401(k) Plan; provided, however, to the extent an Insider has directed 401(k) Plan amounts to the Stock Fund, such Insider shall be deemed to have selected the subaccount relating to the 401(k) Plan Income Fund or a default subaccount selected by the Committee. Notwithstanding the foregoing, the Committee may, in its sole discretion, provide that one or more investment funds available under the 401(k) Plan, including any self-directed brokerage account which may be available under the 401(k) Plan, shall not be available for designation under the Plan.

5.06.Valuation. Subject to Article 4.04(c), the subaccounts shall be valued subject to such reasonable rules and procedures as the Committee may adopt and apply to all Participants similarly situated with an effort to value such subaccounts as if amounts designated were invested in at similar times and in manners, subject to administrative convenience, as amounts

are invested, and subject to the same market fluctuation factors used in valuing such investments in the 401(k) Plan.

Article 6

Distribution of Book Reserve Accounts

6.01.Distribution Elections.

(a)Initial Elections. In accordance with rules and procedures adopted by the Committee, and in compliance with Section 409A, existing Participants, including Participants (other than those in pay status on December 31, 2004) who were participants under the AXP Plan, may make a distribution election to receive benefits in a single lump-sum payment or in annual installments payable over a period of five, ten or 15 consecutive calendar years.  The amount of each installment payment shall be equal to the value of the Participant’s respective book reserve accounts divided by the number of installments remaining to be paid.

(i)Participants who have not previously made an initial distribution election, whether under the Plan or under the AXP Plan, may make such an initial election on or before the date set by the Committee.

(ii)Employees who first become Participants after December 31, 2005 may make an initial distribution election in accordance with rules and procedures adopted by the Committee in compliance with Section 409A.

(iii)A Participant’s distribution election is irrevocable and may not be modified except as provided in Article 6.01(b) . Such election shall apply to the payment of all benefits under the Plan, including benefits accrued under the AXP Plan (except for benefits that were in pay status under the AXP Plan on December 31, 2004).

(iv)If a Participant fails to make a valid, timely distribution election in accordance with this Article 6.01(a) and the rules and procedures adopted by the Committee, such Participant shall be deemed to have made an initial distribution election to receive benefits in the form of a single lump sum.

(b)Subsequent Distribution Elections. A Participant who has not previously modified an initial distribution election, whether under the Plan or under the AXP Plan, may make a one-time modification to such Participant’s initial distribution election to elect a different form of payment. To be effective, such a modification shall be made by filing a written notice of modification in such form and manner as the Committee may prescribe; provided, however, that the modification (i) must be submitted no later than a date specified by the Committee in accordance with the requirements of Section 409A, (ii) shall not take effect until 12 months after the date on which such modification becomes effective, and (iii) specifies a new distribution date (or a new initial distribution date in the case of installment distributions) that is no sooner than five years after the original distribution date (or the original initial distribution date in the case of installment distributions), or such later date specified by the Committee. A Participant may not change the payment method after Termination of Employment. For the avoidance of doubt, any such distribution which accelerates payments from the Plan shall not cause any reduction in the amounts otherwise payable hereunder (notwithstanding Section V(E)(1)(b)(ii) of the AXP Plan).

6.02.Payment of Benefits.

(a)Subject to Article 8, if a Participant has not made an effective one-time modification to his or her initial distribution election pursuant to Article 6.01(b), then payment of benefits shall be made (or commence in the case of installment distributions) as follows: (i) if a Participant has elected (or is deemed to have elected) a lump sum payment, it shall be made on the first January 1 or July 1 which is at least six months following the Participant’s Termination of Employment for any reason from the Company, or as soon thereafter as administratively practicable, but in no event later than 90 days thereafter; and (ii) if a Participant has elected annual installment payments, they shall begin on July 1 of the calendar year following the Participant’s Termination of Employment for any reason from the Company, or as soon thereafter as administratively practicable, but in no event later than 90 days thereafter, and shall continue on each July 1 thereafter for the period selected by the Participant.

(b)Subject to Article 8, if a Participant has made an effective one-time modification to his or her initial distribution election pursuant to Article 6.01(b), then payment of benefits shall be made (or commence in the case of installment distributions) as follows: (i) if a Participant has elected (or is deemed to have elected) a lump sum payment, it shall be made on the first January 1 or July 1 which is at least five years and six months following the Participant’s Termination of Employment for any reason from the Company, or as soon thereafter as administratively practicable, but in no event later than 90 days thereafter; and (ii) if a Participant has elected annual installment payments, they shall begin on July 1 of the calendar year following the five-year anniversary of the Participant’s Termination of Employment for any reason from the Company, or as soon thereafter as administratively practicable, but in no event later than 90 days thereafter, and shall continue on each July 1 thereafter for the period selected by the Participant.

(c)A Participant who has experienced a Termination of Employment and has begun receiving payments as set forth above, shall continue receiving any remaining payments according to the terms in effect on the date of such Participant’s Termination of Employment, even if later re-employed by the Company.

6.03.Offsets. Notwithstanding anything in the Plan, the Retirement Plan or the 401(k) Plan to the contrary, to the maximum extent permissible by Section 409A and applicable law, any amount otherwise due or payable under the Plan may be forfeited, or its payment suspended, at the discretion of the Committee, to apply toward or recover any claim the Company may have against the Participant, including but not limited to, for the enforcement of the Company’s Detrimental Conduct provisions under its long-term incentive award plan, to recover a debt to the Company or to recover a benefit overpayment under a Company benefit plan or program. No amounts shall be offset against a Participant’s account prior to the date on which the offset amounts would otherwise be distributed to the Participant unless otherwise permitted by Section 409A. An offset shall be made only to the extent and in the manner permitted by the Company’s Policy Regarding Section 409A Compliance.

6.04.Effect of Severance Plans. The benefits of a Participant under the Plan are subject to the terms of any severance plan of the Company or an Affiliate applicable to such Participant, which plans may provide for the reduction of such benefits in accordance with the terms thereof.

6.05.Withholding.  The Company shall be entitled to deduct from any payment under the Plan, regardless of the form of such payment, the amount of all applicable income and employment taxes, if any, required by law to be withheld with respect to such payment or may require the Participant to pay to it such tax prior to and as a condition of the making of such payment.

6.06.Payment Medium.  Any benefits payable under the Plan shall be paid in cash from the general assets of the Company.

Article 7

Beneficiary Designation

7.01.Beneficiary.  A Participant shall designate such Participant’s Beneficiary or Beneficiaries entitled to receive benefits under the Plan by filing written notice of such designation with the Committee in such form as the Committee may prescribe.

7.02.Beneficiary Designation; Change.  A Participant may revoke or modify such designation at any time by a further written designation in such form as the Committee may prescribe. A Participant’s Beneficiary designation shall be deemed automatically revoked in the event of the death of the Beneficiary or, if the Beneficiary is the Participant’s spouse, in the event of dissolution of marriage.

7.03.No Beneficiary Designation.  If no designation is in effect at the time benefits payable under the Plan become due, the Beneficiary shall be deemed to be the Participant’s surviving spouse, if any, and if not, the Participant’s estate.

Article 8

Effect of Certain Events

8.01.Death.  Upon a Participant’s death, benefits under the Plan shall be payable in cash to a Participant’s Beneficiary.  If a Participant dies while still actively employed by the Company, such payment shall be made as a single lump-sum payment on the first January 1 or July 1 which is at least six months following the Participant’s death.  If a Participant elects annual installment payments and dies after such installment payments have commenced, any remaining installment payments shall be made to such Participant’s Beneficiary as a single lump-sum payment within 90 days of the date of the Participant’s death, or such later date permissible under Section 409A.

8.02.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 book reserve 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 vested balance in his or her book reserve accounts 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 Article 8.02, the Committee shall be guided by the requirements of Section 409A 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 the Unforeseeable Emergency.

8.03.Change In Control.  Notwithstanding the above and any other provision herein to the contrary, to the extent permitted by Section 409A without excise tax or penalty, effective immediately upon a Change of Control, the entire value of each Participant’s book reserve accounts under the Plan shall be maintained in a trust (the “Trust”) established by the Company for this purpose and the Company shall transfer to the Trust an amount sufficient to fund the entire value of each Participant’s book reserve accounts. The Trust is intended to be classified for federal income tax purposes as a “grantor trust” within the meaning of Subpart E, Part I, Subchapter J, Chapter 1, Subtitle A of the Code.

8.04.Plan Termination.  In the event of a termination of the Plan pursuant to Article 10.02 as it relates to any Participant, then subject to Article 4.04, all amounts credited to each of the book reserve accounts of each affected Participant shall be 100 percent vested and shall be paid to the Participant or, in the case of the Participant’s death, to the Participant’s Beneficiary, in a lump sum. Such lump-sum payment shall be made 13 months after such termination (or such earlier date permitted under Section 409A), notwithstanding any elections made by the Participant, except that the Company shall not 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.

Article 9

Special Restrictions

9.01.Insider Status.  The provisions of this Article 9 shall apply to Insiders.  Such provisions shall apply during all periods that Insiders are subject to reporting under Section 16(a) of the Exchange Act, including any period following cessation of Insider status during which such Insiders are required to report transactions pursuant to Rule 16a-2(b) (or its successor) under the Exchange Act.  At such time as any Insider ceases to be subject to Section 16(a) reporting (and any period contemplated by Rule 16a-2(b) has expired), this Article 9 shall cease to be applicable to such Participant.

9.02.Applicability.  This Article 9 shall be automatically applicable to any person who, on and after the date hereof, becomes an Insider. For purposes of the foregoing, the effective date of this Article shall be the date the person becomes an Insider.

9.03.Stock Fund Limitations.  Notwithstanding anything in the Plan to the contrary, (a) except as set forth below, credits to the account of an Insider pursuant to Article 4.04 may not be made to any subaccount that reflects the performance of the Stock Fund, (b) credits made pursuant to Article 4.04 to the account of an Insider at any time may not be transferred to any book reserve account or subaccount that reflects the performance of the Stock Fund, and (c) credits made to an Insider’s book reserve account pursuant to Article 4.04(b) at any time and

credits to the account of an Insider pursuant to Article 4.04 that were made to a subaccount that reflects the performance of the Stock Fund (which credits could only have been made when such individual was not an Insider) may not be transferred, withdrawn, paid out or otherwise changed, other than (i) pursuant to Article 4.04(a) or (b) (but only at such time as such person is no longer an Insider), or (ii) pursuant to the forfeiture provisions contained in the last sentence of Article 4.02(a)(ii).

9.04.Exchange Act Exemption.  It is intended that the crediting of amounts to the accounts of Insiders that represents the performance of the Stock Fund is intended to qualify for exemption from Section 16 under Rule 16b-3(d) under the Exchange Act. The Committee shall, with respect to Insiders, administer and interpret all Plan provisions in a manner consistent with such exemption.

Article 10

Amendment And Termination

10.01.Plan Amendment.  The Committee may, at any time, amend or modify the Plan in whole or in part, provided that the Committee may not reduce or modify the amount of any benefit payable to a Participant or any Beneficiary receiving benefit payments at the time the Plan is amended or modified. Notwithstanding the foregoing, the Committee shall not have the right to amend the Plan to the extent such amendment or modification would result in a violation of Section 409A.

10.02.Plan 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 Committee reserves the right to discontinue its sponsorship of the Plan and to terminate the Plan; provided, however, that: (a) the Committee may not reduce or modify the amount of any benefit payable to a Participant or any Beneficiary receiving benefit payments at the time the Plan is terminated; (b) all plans that are aggregated with the Plan for purposes of Section 409A are also terminated; and (c) the Plan is not terminated proximate to a downturn in the financial health of the Company, 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 In the event of a termination described in this Article 10.02, no new deferred compensation plans may be established by the Company for a minimum period of three years following the termination and liquidation of the Plan if such new plan would be aggregated with the Plan under Section 409A.

Article 11

Administration

11.01.Committee Duties.  The Plan shall be administered by the Committee.  The Committee shall have full power, authority and discretion to interpret, construe and administer the Plan, and such interpretation and construction thereof and actions taken thereunder shall be binding on all persons for the purposes so stated by the Committee. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable. The Committee may prescribe a form of

agreement to be used by a Participant and the Company, to the extent deemed necessary, to defer compensation under the Plan.

11.02.Binding Effect of Decisions.  The decision or action of the Committee with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

11.03.Agents.  In the administration of the Plan, the Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel who may be counsel to the Company.

11.04.Indemnity of Committee.  The Company shall indemnify and hold harmless the members of the Committee, and any agent to whom duties of the Committee may be delegated, against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to the Plan, except in the case of willful misconduct by the Committee or any of its members or any such agent.

Article 12

Claims Procedures

12.01.Presentation of Claim.  Any Participant or the Beneficiary of a deceased Participant (such Participant or Beneficiary 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.

12.02.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) a 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 Article 12.03.

12.03.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.

12.04.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.

12.05.Cause of Action.  No legal or equitable action for benefits under the Plan may be brought after the earliest of 90 days after the claim denial or one year after the date the cause of action accrued.  For this purpose, a cause of action is considered to have accrued when the person bringing the legal action knew, or in the exercise of reasonable diligence should have known, that a plan party has clearly repudiated the claim or legal position which is the subject of the action, regardless of whether such person has filed a claim for benefits. The Committee’s decisions are final.  As described above, an individual is required to follow the procedures described in this Article 12 and a lawsuit generally cannot be filed unless the claims and appeals process is complete. The deadlines for filing a lawsuit apply regardless of whether the claims procedures are followed, and the deadline generally will expire sooner if the claims and appeals process has not been completed. For example, the 90-day period for filing a lawsuit involving a Plan change or amendment starts to run as of the date the change or amendment is first communicated to Plan participants even if a claim is not filed.

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 employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. The Plan shall be administered and interpreted to the extent possible in a manner consistent with that intent. All book reserve accounts and all credits and other adjustments to such book reserve 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 book reserve 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.  It is intended that the Plan (including all amendments thereto) comply with provisions of Section 409A, 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 and the Company’s Policy Regarding Section 409A Compliance.

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

13.04.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 employees of the 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.

13.05.Limitations on Liability.  Neither the establishment of the Plan nor any modification thereof, nor the creation of any account under the Plan, nor the payment of any benefits under the Plan shall be construed as giving to any Participant or other person any legal or equitable right against the Company, or any officer or employer thereof except as provided by law or by any Plan provision. No person (including the Company) in any way guarantees any Participant’s book reserve account from loss or depreciation, whether caused by poor investment performance of a deemed investment or the inability to realize upon an investment due to an insolvency affecting an investment vehicle or any other reason. In no event shall the Company or any successor, employee, officer, director or stockholder of the Company, be liable to any person on account of any claim arising by reason of the provisions of the Plan or of any instrument or instruments implementing its provisions (except that the Company shall make benefit payments in accordance with the terms of the Plan), or for the failure of any Participant, Beneficiary or other person to be entitled to any particular tax consequences with respect to the Plan, or any credit or distribution hereunder.

13.06.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.

13.07.Not a Contract of Employment. The terms and conditions of the Plan shall not be deemed to constitute a contract of employment between the Company and the Participant. Such employment is hereby acknowledged to be an “at will” employment relationship that can be terminated at any time for any reason, or no reason, with or without cause, and with or without notice, except as otherwise provided in a written employment agreement. Nothing in the Plan shall be deemed to give a Participant the right to be retained in the service of the Company or to interfere with the right of the Company to discipline or discharge the Participant at any time.

13.08.No Guarantee of Tax Consequences.

(a)The Company makes no representations or warranties and assumes no responsibility as to the tax consequences to any Participant in the Plan. Further, payment by the Company to a Participant (or to a Participant’s Beneficiary or Beneficiaries) in accordance with the terms of the Plan, including any designation of Beneficiary on file with the Committee at the time of such Participant’s death, shall be binding on all interested parties and persons, including such Participant’s heirs, executors, administrators and assigns, and shall discharge the Company, its directors, officers and employees from all claims, demands, actions or causes of action of every kind arising out of or on account of Participant’s participation in the Plan, known or unknown, for himself or herself, his or her heirs, executors, administrators and assigns.

(b)No person connected with the Plan in any capacity, including, but not limited to, the Company and its directors, officers, agents and employees, makes any representation, commitment, or guarantee that any tax treatment, including, but not limited to, Federal, state and local income, estate and gift tax treatment, will be applicable to any amounts deferred under the Plan, or paid to or for the benefit of a Participant or Beneficiary under the Plan, or that such tax treatment will apply to or be available to a Participant or Beneficiary on account of participation in the Plan.

(c)Any agreement executed pursuant to the Plan shall be deemed to include the above provisions of this Article 13.08.

13.09.Furnishing Information.  A Participant 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.

13.10.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.

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

13.12.Governing Law.  The Plan and all determinations made and actions taken thereunder, to the extent not otherwise governed by federal law, shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws, and construed accordingly.

13.13.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.

13.14.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 designated Beneficiaries.

13.15.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.

13.16.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.

13.17.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 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 Company liability under the Plan for such payment amount.

13.18.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 stockholder 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 has failed to comply with any of its obligations under the Plan or any agreement thereunder, or if the 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 irrevocably authorize such Participant to retain counsel of his or her choice at the expense of the 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 or any director, officer, stockholder or other person affiliated with the 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 Article 13.18. Any reimbursements shall be paid in accordance with the Company’s Policy Regarding Section 409A Compliance.

*  *  *  *  *

EX-31.1

Exhibit 31.1

CERTIFICATION

I, James M. Cracchiolo, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Ameriprise Financial, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2010	By	/s/ James M. Cracchiolo
		James M. Cracchiolo
		Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Walter S. Berman, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Ameriprise Financial, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2010	By	/s/ Walter S. Berman
		Walter S. Berman
		Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Ameriprise Financial, Inc. (the “Company”) for the quarterly period ended March 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), James M. Cracchiolo, as Chief Executive Officer of the Company, and Walter S. Berman as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 4, 2010	By	/s/ James M. Cracchiolo
		James M. Cracchiolo
		Chief Executive Officer
Date: May 4, 2010	By	/s/ Walter S. Berman
		Walter S. Berman
		Chief Financial Officer