8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  September 9, 2011

AMERIPRISE FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32525	13-3180631
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

55 Ameriprise Financial Center
Minneapolis, Minnesota	55474
(Address of principal executive offices)	(Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01               Entry into a Material Definitive Agreement.

On September 9, 2011, Ameriprise Financial, Inc. (“Company”) entered into an amendment (“Amendment”) to the Credit Agreement, dated as of September 30, 2010, by and between the Company, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, Bank of America, N.A., as Syndication Agent, and Credit Suisse AG, Cayman Islands Branch, HSBC Bank USA, National Association, and JPMorgan Chase Bank, N.A., as Co-Documentation Agents, and Wells Fargo Securities, LLC and Banc of America Securities, LLC as Joint Lead Arrangers and Joint Bookrunners (the “Credit Agreement”).

The sole purpose of the Amendment is to extend the expiration date of the lending commitments under the Credit Agreement from September 29, 2011 to November 30, 2011. All other terms and conditions of the Credit Agreement remain in full force and effect. This description is qualified in its entirety by reference to the full text of the Amendment, a complete copy of which is attached hereto as Exhibit 10.1 and is hereby incorporated by reference in response to this Item 1.01.

In the ordinary course of business, the Company and its affiliates have engaged, and may in the future engage, certain parties to the Credit Agreement or the affiliates of such parties to provide commercial banking, investment banking, product distribution and other services for which the Company or its affiliates pay customary fees and commissions.

Item 2.03               Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth under Item 1.01 is incorporated herein by reference.

Item 9.01               Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Amendment No. 1 to Credit Agreement, dated as of September 9, 2011, among Ameriprise Financial, Inc., the lenders listed therein, and Wells Fargo Bank, National Association, as Administrative Agent.

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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, hereunto duly authorized.

	AMERIPRISE FINANCIAL, INC.
	(Registrant)
Date: September 15, 2011	By:	/s/ David H. Weiser
		David H. Weiser
		Senior Vice President and
		Assistant General Counsel

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EX-10.1

Exhibit 10.1

AMENDMENT NO. 1 TO CREDIT AGREEMENT

This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of September 9, 2011, is executed by and between Ameriprise Financial, Inc. (the “Company”), the Lenders (as defined below), and Wells Fargo Bank, National Association, as administrative agent (the “Agent”).

BACKGROUND

A.    The Company, the lenders party thereto (“Lenders”), the Agent and the other named agents are party to that certain Credit Agreement dated as of September 30, 2010 (the “Credit Agreement”).

B.    The parties wish to amend the Credit Agreement as provided herein as of the date hereof.

C.    The Company, the Agent and the Lenders are willing to enter into this Amendment upon the terms and conditions set forth below.

NOW THEREFORE, in consideration of the matters set forth in the recitals and the covenants and provisions herein set forth, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

Section 1.       Definitions.  Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

Section 2.       Amendment to the Credit Agreement.  Section 1.1 of the Credit Agreement is amended by deleting the definition of “Revolving Loan Commitment Termination Date” in its entirety and replacing it with the following:

“Revolving Loan Commitment Termination Date” means November 30, 2011.

Section 3.       Representations and Warranties.  To induce the Agent and the undersigned Lenders to execute this Amendment, the Company hereby represents and warrants to the Agent and such Lenders as follows:

3.1.          the execution, delivery and performance of this Amendment have been duly authorized by all requisite action of the Company, and this Amendment constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;

3.2.          each of the representations and warranties in the Credit Agreement are true and correct in all material respects with the same effect as though made on and as of the date hereof (except, in each case, to the extent stated to relate to an earlier date, in

which case such representation or warranty shall have been true and correct on and as of such earlier date); provided that, if a representation or warranty is qualified as to materiality, the applicable materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this provision; and

3.3.          no Event of Default or Potential Event of Default exists under the Credit Agreement or would exist after giving effect to this Amendment.

Section 4.       Effectiveness.  This Amendment shall become effective upon the receipt by the Agent of counterparts hereof signed by the Agent, the Company and each of the Lenders.

Section 5.       Reference to and Effect Upon the Credit Agreement.

5.1.          Except as specifically provided herein, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

5.2.          Except as specifically set forth herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or the Lenders under the Credit Agreement or any other Loan Document, nor constitute an amendment or waiver of any provision of the Credit Agreement or any other Loan Document.  Upon the effectiveness of this Amendment, each reference to the Credit Agreement contained therein or in any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby.

Section 6.       APPLICABLE LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.

Section 7.       Enforceability and Severability.  Wherever possible, each provision in or obligation under this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any such provision or obligation shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

Section 8.       Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument.  Delivery of a counterpart signature page by facsimile transmission or by e-mail transmission of an Adobe portable document format file

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(also known as a “PDF” file) shall be effective as delivery of a manually executed counterpart signature page.

Section 9.       Costs and Expenses.  The Company hereby affirms its obligation under Section 10.2 of the Credit Agreement to reimburse the Agent for all reasonable and documented out-of-pocket costs and expenses incurred thereby in connection with the preparation, negotiation, execution and delivery of this Amendment, including but not limited to the attorneys’ fees and expenses for the Agent with respect thereto.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the day and year first above written.

COMPANY:
	AMERIPRISE FINANCIAL, INC.
	By:	/s/ James Hamalainen
	Title:	Senior Vice President - Treasurer
LENDERS:
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	individually and as Administrative Agent
	By:	/s/ Michael J. Giese
	Title:	Managing Director
	BANK OF AMERICA, N.A., individually and as Syndication Agent
	By:	/s/ Tiffany Burgess
	Title:	Vice President
	JPMORGAN CHASE BANK, N.A.,
	as a Lender
	By:	/s/ Melvin Jackson
	Title:	Vice President
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
	as a Lender
	By:	/s/ Jay Chall
	Title:	Director
	By:	/s/ Philipp Nuter
	Title:	Assistant Vice President

[Signature Page to Amendment No. 1 to Credit Agreement]

HSBC BANK USA, NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Lawrence Karp
Title:	Managing Director
BARCLAYS BANK PLC,
as a Lender
By:	/s/ Diane Rolfe
Title:	Director
GOLDMAN SACHS BANK USA,
as a Lender
By:	/s/ Mark Walton
Title:	Authorized Signatory
MORGAN STANLEY BANK, N.A.,
as a Lender
By:	/s/ Sherrese Clark
Title:	Authorized Signatory
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Inna Kotsubey
Title:	Vice President
THE BANK OF NEW YORK MELLON,
as a Lender
By:	/s/ Paulette J. Truman
Title:	Vice President

[Signature Page to Amendment No. 1 to Credit Agreement]

BNP PARIBAS,
as a Lender
By:	/s/ Phil Truesdale
Title:	Managing Director
By:	/s/ Riad Jafarov
Title:	Vice President
SOCIETE GENERALE,
as a Lender
By:	/s/ William Aishton
Title:	Director
UBS LOAN FINANCE LLC,
as a Lender
By:	/s/ Irja R. Otsa
Title:	Associate Director
By:	/s/ Mary E. Evans
Title:	Associate Director

[Signature Page to Amendment No. 1 to Credit Agreement]