Exhibit 10.1

FORM OF
TAX ALLOCATION AGREEMENT
DATED AS OF                   
BY AND BETWEEN
AMERICAN EXPRESS COMPANY
AND
AMERIPRISE FINANCIAL, INC.

i

ii

iii

FORM OF TAX ALLOCATION AGREEMENT

        This TAX ALLOCATION AGREEMENT, dated as of this          day of              , 2005 (this " Agreement "), is between American Express Company, a New York corporation (" AXP "), and Ameriprise Financial, Inc., a Delaware corporation (" Ameriprise ," and together with AXP, each a "Party" and collectively, the " Parties "). AXP has its executive office at American Express Tower, 3 World Financial Center, 200 Vesey Street, New York, New York 10285. Ameriprise has an executive office at 707 2nd Avenue, South, Minneapolis, Minnesota 55474.

        WHEREAS, the Board of Directors of AXP has determined that it is in the best interests of AXP to separate the Ameriprise Business (as defined below) and the AXP Business (as defined below) into two independent public companies, on the terms and subject to the conditions set forth in the Separation Agreement (as defined below), in order to resolve issues related to the allocation of capital and management resources between the Ameriprise Business and the AXP Business, and to give Ameriprise greater flexibility to manage, invest in, and expand the Ameriprise Business while ensuring that AXP can focus its time and resources on the development of the AXP Business;

        WHEREAS, in order to effectuate the foregoing, AXP and Ameriprise have entered into a Separation and Distribution Agreement, dated as of        , (the " Separation Agreement "), pursuant to which and subject to the terms and conditions set forth therein, the Ameriprise Business shall be separated from the AXP Business and the Ameriprise Common Stock (as defined below) shall be distributed on a pro rata basis to AXP shareholders;

        WHEREAS, for U.S. federal income Tax purposes, from January 13, 1984, through the Distribution Date (defined below) of the Distribution (defined below), income of certain present and former members of the Ameriprise Group (defined below) has been or will be included in AXP Consolidated Returns (defined below) and, from January 1, 1990, through the Distribution Date, income of certain life insurance companies subject to tax under section 801 of the Code (defined below), that are or were part of the Ameriprise Group, has been or will be included in AXP Consolidated Returns;

        WHEREAS, certain Ameriprise Combined Group (defined below) members have filed or will file Combined Returns (defined below) covering U.S. state and local income Taxes with AXP Combined Groups (defined below) as part of their respective Total Combined Groups (defined below);

        WHEREAS, Ameriprise and other members of the Ameriprise Group will cease to be members of the AXP Group for U.S. federal income Tax purposes after the Distribution Date, and Ameriprise and other members of Ameriprise Combined Groups will cease to be members of their respective Total Combined Groups for U.S. state and local income Tax purposes after the Distribution Date;

        WHEREAS, the failure of the Distribution to have a Tax-Free Status (defined below) or certain actions taken with respect to Ameriprise Capital Stock (defined below) could subject AXP and its shareholders to additional Tax costs in connection with the Distribution; and

        WHEREAS, AXP and Ameriprise desire in this Agreement to (i) set forth Tax allocation principles for Affiliation Years for U.S. federal income Tax purposes and Combined Years for U.S. state and local income Tax purposes, which, except to the extent provided herein, will supersede all prior policies and procedures governing the allocation of Taxes, (ii) define the effects upon the settlement and allocation of certain Tax liabilities and Tax benefits of transactions or developments that occur during taxable years commencing after the Distribution Date, (iii) set forth the responsibility for their respective stand-alone income and other Tax liabilities, and (iv) allocate liability for certain Tax costs that may be incurred in connection with the Distribution.

1

        NOW, THEREFORE, in consideration of the foregoing, the promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, AXP and Ameriprise hereby agree as follows:

ARTICLE I

DEFINITIONS AND STANDARDS

        SECTION 1.01.     Definitions .    For all purposes of this Agreement, the following terms shall have the following meanings:

        " 2004 Excess AXP Group Benefits " shall mean the term as defined in Section 2.01.

        " 2004 Tax Liability " shall mean the term as defined in Section 2.01.

        " 2004 Tax Year " shall mean the term as defined in Section 2.01.

        " 2005 Excess AXP Group Benefits " shall mean the term as defined in Section 2.02.

        " 2005 Tax Liability " shall mean the term as defined in Section 2.02.

        " 2005 Tax Year " shall mean the term as defined in Section 2.02.

        " Additional Excess Items " shall mean the term as defined under "Excess AXP Group Benefits."

        " Adjusted Separate Ameriprise Group Federal Tax Liability " shall mean with respect to any Affiliation Year(s) the U.S. federal income Tax liability of the Ameriprise Group, as determined by AXP in good faith, applying the Highest Federal Tax Rate, computed as if the Ameriprise Group (with Ameriprise as the common parent) filed a consolidated U.S. federal income Tax Return separately from the AXP Group (" Ameriprise Consolidated Return "), and applying such U.S. Tax laws and regulations as would have been applicable to the Ameriprise Group if it had so filed separately, but not taking into account any items that are predicated on base amounts determined on a consolidated basis such as research Credits, subject to the following:

        (i)    the Ameriprise Group shall be treated as bound by all accounting methods, elections and other determinations adopted or made by AXP for the AXP Group for all Affiliation Years, including, but not limited to, determinations made in respect of carrybacks and carryovers;

        (ii)   the Ameriprise Group shall be permitted to reduce its Adjusted Separate Ameriprise Group Federal Tax Liability (but not below zero) to the extent that AXP determines that the AXP Group is able to reduce its U.S. federal income Tax liability in the AXP Consolidated Return for such Affiliation Year by utilizing items of deduction, loss, or Credit of the Ameriprise Group which AXP determines the Ameriprise Group would have been unable to utilize if it had filed an Ameriprise Consolidated Return (" Excess Items "); provided , that if there are any limitations in the ability of the AXP Group to utilize items in the same category as such Excess Items in their entirety for such year, the Ameriprise Group shall be limited in the reduction of its Adjusted Separate Ameriprise Group Federal Tax Liability to its share of such Excess Items, as determined by AXP, on a Proportionate Basis; provided , further , that if, pursuant to the above provisions, an Excess Item is not usable, in whole or in part, by the AXP Group in one Affiliation Year, it may, as determined by AXP in good faith pursuant to Section 8.03 hereof, be carried over or carried back as an Excess Item to any other Affiliation Year subject to the same limitations as above; and

        (iii)  the Ameriprise Group shall take into account the items of Ameriprise Group income, gain, loss, deduction or Credit attributable to intercompany items, excess loss accounts, dual consolidated losses and other items that AXP determines are required to be restored, recaptured or otherwise triggered as a result of the Distribution or related transactions.

2

        " Adjustment " shall mean, with respect to any Affiliation Year, any change in actual Tax liability from the Tax liability reported on an AXP Consolidated Return, including changes attributable to amended Tax Returns, deficiencies asserted by a Taxing authority, overpayments, and claims for refund, and changes required by application of the Code and Treasury Regulations including, but not limited to, changes required pursuant to Treasury Regulations Section 1.1502-47 (setting forth consolidated return rules applicable to life-non-life groups), and Taxing authority audits, examinations, proceedings or litigation resulting from any of the foregoing events (collectively, " Adjustment Events "). Adjustment shall mean with respect of any Combined Year in which an Ameriprise Combined Group files a Combined Return with an AXP Combined Group as part of a Total Combined Group, any change in the actual Tax liability of the applicable Total Combined Group, including changes attributable to Adjustment Events.

        " Affiliate " shall mean any entity that is directly or indirectly controlled by the person in question. For this purpose, "control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and the policies of a person, whether through ownership of voting securities, by contract or otherwise. " Ameriprise Affiliate " shall mean an Affiliate of Ameriprise. " AXP Affiliate " shall mean an Affiliate of AXP other than Ameriprise and Ameriprise Affiliates.

        " Affiliation Year " shall mean each taxable year, or portion thereof, with respect to which any member of the Ameriprise Group joined or will join the AXP Group in the filing of an AXP Consolidated Return.

        " Ameriprise AMT Liability " shall mean the term as defined in Section 2.03.

        " Ameriprise Business " means the business and operations conducted by the Ameriprise Group from time to time, whether prior to, at or after the Effective Time, including the business and operations conducted by the Ameriprise Group, as more fully described in the Information Statement; provided that "Ameriprise Business" shall not include AMEX Assurance.

        " Ameriprise Capital Stock " shall mean all classes or series of stock of Ameriprise and all options, warrants, derivatives, rights to acquire stock, and other interests and instruments taken into account for purposes of determining a Fifty-Percent or Greater Interest in Ameriprise.

        " Ameriprise Combined Group " shall mean an affiliated group of corporations (as constituted from time to time), consisting of Ameriprise and/or its directly or indirectly owned subsidiaries, that AXP determines will join in filing a Combined Return with an AXP Combined Group.

        " Ameriprise Common Stock " shall mean the term as defined under "Distribution."

        " Ameriprise Group " shall mean the affiliated group of corporations (as constituted from time to time), consisting of Ameriprise and/or its directly or indirectly owned subsidiaries, that AXP determines will join in filing an AXP Consolidated Return.

        " Ameriprise Group State Tax Liability " shall mean the term as defined in Section 3.02.

        " Ameriprise Issues " shall mean the term as defined in Section 9.01.

        " Ameriprise Separate AMT " shall mean the term as defined in Section 2.03.

        " Ameriprise Unsettled Issues " shall mean the term as defined in Section 9.03.

        " AMT " shall mean the term as defined in Section 2.03.

        " Article IX Taxes " shall mean the term as defined in Section 9.03.

        " AXP AMT Liability " shall mean the term as defined in Section 2.03.

        " AXP Business " means all businesses and operations of the AXP Group, other than the Ameriprise Business.

3

        " AXP Combined Group " shall mean an affiliated group of corporations (as constituted from time to time) owned directly or indirectly by AXP that AXP determines will join in filing a Combined Return excluding members of an Ameriprise Combined Group.

        " AXP Consolidated Return " shall mean a consolidated U.S. federal income Tax Return filed by AXP on behalf of the AXP Group.

        " AXP Excess Issue " shall mean the term as defined in Section 9.04.

        " AXP Group " shall mean the affiliated group of corporations (as constituted from time to time), of which AXP is the common parent, that AXP determines will join in filing an AXP Consolidated Return.

        " AXP Issues " shall mean the term as defined in Section 9.01.

        " AXP LOIs ", " AXP Options " and " AXP Restricted Stock " shall have the meanings ascribed to them in the Employee Benefits Agreement by and between AXP and Ameriprise dated as of    .

        " AXP Stock-Based Awards " shall mean AXP LOIs, AXP Options and/or AXP Restricted Stock.

        " Board Certificate " shall mean the term as defined in Section 5.04.

        " Closing Agreement " shall mean the term as defined in Section 6.01.

        " Code " shall mean the Internal Revenue Code of 1986, as amended. Any references herein to sections of the Code or Treasury Regulations promulgated thereunder shall include any successor provisions thereto.

        " Combined Return " shall mean a combined or unitary U.S. state or local income, franchise, or gross receipts Tax Return.

        " Combined State " shall mean a U.S. state or locality requiring or permitting the filing of a Combined Return.

        " Combined Year " shall mean a taxable year (or portion thereof) in which an AXP Combined Group files a Combined Return with an Ameriprise Combined Group.

        " Credits " shall mean all of the credits against U.S. federal income Tax or, as applicable, against U.S. state or local Tax. Credits shall include, but not be limited to, foreign Tax credits, research credits, low-income housing credits, investment Tax credits and targeted job credits.

        " Distribution " shall mean the distribution on a pro rata basis to holders of issued and outstanding shares of common stock, par value $0.20 per share, of AXP, other than shares of AXP common stock held in the treasury of AXP, of all of the issued and outstanding shares of Ameriprise common stock, par value $0.01 per share (" Ameriprise Common Stock "), beneficially owned by AXP, by means of a dividend of such Ameriprise Common Stock to such shareholders.

        " Distribution Date " shall mean the date on which the Distribution shall be effected, such date to be determined by, or under the authority of, the Board of Directors of AXP in its sole and absolute discretion.

        " Dual Consolidated Loss " shall mean the term as defined in Section 6.01.

        " Effective Time " means the time at which the Distribution occurs on the Distribution Date.

        " Estimated State Taxes " shall mean the term as defined in Section 3.05.

        " Evaluation " shall mean the term as defined in Section 9.03.

        " Excess AXP Group Benefits " shall mean the amount by which AXP determines that AXP was able to reduce its U.S. federal income Tax liability in the AXP Consolidated Return for an Affiliation

4

Year by use of Excess Items (as defined above under "Adjusted Separate Ameriprise Group Federal Tax Liability") which would reduce the Adjusted Separate Ameriprise Group Federal Tax Liability for such year, if zero, below zero (" Additional Excess Items "). Use of Additional Excess Items shall otherwise be subject to the same limitations and other provisions applicable to the use of Excess Items, as determined by AXP in good faith.

        " Exercised AXP Options " shall mean the term as defined in Section 14.02.

        " Fifty-Percent or Greater Interest " shall mean a "50-percent or greater interest" for purposes of Sections 355(d) and (e) of the Code and the Treasury Regulations promulgated thereunder.

        " Final Determination " shall mean a final settlement with a Taxing authority that is binding on all Parties or, if applicable, a final judicial decision upon the expiration of the time for the decision to be appealed, with respect to the items in question.

        " Foreign Attribute " shall mean any item of income, gain, loss or deduction or any asset or liability relevant to the computation of taxable income from sources without the United States and any item of Credit described in Section 901 of the Code (without regard to the limitation of Section 904 of the Code).

        " Fund Management Business " shall mean the business of Ameriprise so designated, as described in the request for rulings from the IRS in respect of the Distribution and related matters, dated February 27, 2005, as supplemented from time to time.

        " Highest Combined Tax Rate " for the taxable year in question shall mean the sum of (i) the Highest Federal Tax Rate, and (ii) in the case of a corporation, the average, weighted by jurisdiction, of the highest U.S. state and local income, franchise, and gross receipts Tax rates that would be applicable to such a corporation (net of any U.S. federal income Tax benefit), or in the case of a Person other than a corporation, the highest U.S. state and local income Tax rates (net of any U.S. federal income Tax benefit) that would be applicable to such Person or the beneficial owner(s) of such Person.

        " Highest Federal Tax Rate " for the taxable year in question shall mean (i) in the case of a corporation, the highest U.S. federal income Tax rate applicable to a corporation, or (ii) in the case of a Person other than a corporation, the highest U.S. federal income Tax rate that would be applicable to such Person or the beneficial owner(s) of such Person.

        " Income Tax Benefit " shall mean the amount of the Tax savings realized by the applicable group, as determined by AXP in good faith. Such amount shall be determined by comparing (i) the actual U.S. federal income Tax liability and the corresponding U.S. state and local income Tax liability (net of any federal Tax benefit) of the applicable group for the taxable year in question without giving effect to the items in question with (ii) the actual U.S. federal income Tax liability and the corresponding U.S. state and local Tax liability (net of any federal Tax benefit) of the applicable group for such year after giving full effect to such items. An Income Tax Benefit shall be deemed to be realized at the time that the applicable group receives a refund or credit for refund from the relevant Taxing authority.

        " Income Tax Detriment " shall mean the amount of additional Tax incurred by the applicable group, as determined by AXP in good faith. Such amount shall be determined by comparing (i) the actual U.S. federal income Tax and the corresponding U.S. state and local Tax liability (net of any U.S. federal income Tax benefit) of the applicable group for the taxable year in question after giving full effect to the items in question with (ii) the actual U.S. federal income Tax and the corresponding U.S. state and local Tax liability (net of any U.S. federal income Tax benefit) of the applicable group without giving effect to such items. Unless otherwise provided herein, an Income Tax Detriment shall be deemed to be incurred at such time as payment is made to the relevant Taxing authority upon a Final Determination of items in questions. In computing the Tax liability of the AXP Group for purposes of clause (i) of the second sentence of this definition or clause (ii) of the second sentence of the

5

definition of "Income Tax Benefit" above, increases or decreases in the U.S. federal, state or local income Tax liability of the AXP Group attributable to the effect on AXP's (or any AXP subsidiary's) basis in the stock of any member of the Ameriprise Group will not be taken into account.

        " IRS " shall mean the U.S. Internal Revenue Service.

        " IRS Agreement " shall mean the term as defined in Section 9.04.

        " Minimum Tax Credit " shall mean the term as defined in Section 2.03.

        " New AXP Issues " shall mean the term as defined in Section 9.04.

        " NOLs " shall mean the term as defined in Section 3.03.

        " Person " shall mean an individual or a partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization, or other entity, without regard to whether such entity is treated as disregarded for U.S. federal income Tax purposes.

        " Post-Affiliation Year " shall mean a taxable period after the Distribution Date during which Ameriprise and its subsidiaries do not join the AXP Group in the filing of an AXP Consolidated Return.

        " Post-Combined Year " shall mean a taxable period after the Distribution Date during which Ameriprise and its subsidiaries do not join a Total Combined Group in the filing of a Combined Return with an AXP Combined Group.

        " Proportionate Basis " shall mean, with respect to an item or items attributable to a particular member or members of the Ameriprise Group, the determination of the portion of such items based on the total value of such items over the total value of all items in the same category for the entire AXP Group for the same Affiliation Year of the AXP Group, subject to any appropriate Adjustments thereto, as determined by AXP in good faith.

        " Proposed Acquisition Transaction " shall mean a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), as a result of which Ameriprise would merge or consolidate with any other Person or as a result of which any Person or any group of Persons would (directly or indirectly) acquire, or have the right to acquire through the acquisition of an option or otherwise, from Ameriprise and/or one or more holders of Ameriprise Capital Stock, an amount of Ameriprise Capital Stock that would, when combined with any other changes in ownership of Ameriprise Capital Stock pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise 40% or more of (A) the value of all outstanding Ameriprise Capital Stock as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (B) the total combined voting power of all outstanding Ameriprise Capital Stock as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. For purposes of determining whether a transaction constitutes an indirect acquisition for purposes of the first sentence of this definition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted accordingly by AXP in good faith.

        " RAR " shall mean the term as defined in Section 9.02.

        " Recapture Taxes " shall mean the term as defined in Section 6.02.

        " Representation Letters " shall mean the term as defined in Section 5.01.

6

        " Section 7.02 Claims " shall mean claims for refund attributable to items described in and filed pursuant to Section 7.02 of this Agreement.

        " SFAS Exercised AXP Options " shall mean the term as defined in Section 14.02.

        " Tax " or " Taxes " shall mean any tax, assessment, duty, fee or other charge imposed or collected by any government or political subdivision thereof or any taxing authority thereunder, including but not limited to, any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, premium, guarantee fund, workers compensation, unemployment, disability, property, ad valorem , stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, value added, minimum, alternative minimum, estimated or other tax (including any assessment, duty, fee or other charge in the nature of or in lieu of any such tax), and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

        " Tax Advisor " shall mean a United States law or accounting firm of national standing in the field of taxation selected by AXP.

        " Tax-Free Status " shall mean the qualification of the Distribution and related transactions as a distribution in which no gain or loss is recognized, and no amount is includible in income, for U.S. federal income Tax purposes (other than intercompany items, excess loss accounts or other items required to be taken into account pursuant to the Treasury Regulations promulgated under Section 1502 of the Code).

        " Tax-Related Losses " shall mean (i) all U.S. federal, state and local Taxes payable pursuant to any Final Determination or otherwise; (ii) all professional fees, and court costs incurred in connection with such Taxes; and (iii) all costs, expenses and damages associated with stockholder litigation or controversies, including but not limited to, any amount paid by AXP or any AXP Affiliate in respect of the liability of shareholders, whether paid to shareholders, the IRS, any other Taxing authority, or any other person or entity, in each case, arising from the Distribution and related transactions failing to have Tax-Free Status in any manner.

        " Tax Return " shall mean any Tax return (including any amended return), report, information return, election, notice or other document filed or to be filed with a Taxing authority, including any schedules or related or supporting information.

        " Total Combined Group " shall mean, with respect to any U.S. jurisdiction that requires or permits the filing of a Combined Return, the affiliated group of corporations (as constituted from time to time), that AXP determines will join in the filing of such Combined Return, that includes an AXP Combined Group and an Ameriprise Combined Group.

        " TPIs " shall mean the term as defined in Section 2.03.

        " Treasury Regulations " shall mean U.S. Treasury regulations issued under the Code.

        " Twenty Five Percent Proposed Acquisition Transaction " shall mean any transaction or series of transactions that is not a Proposed Acquisition Transaction but would be a Proposed Acquisition Transaction if the percentage reflected in the definition of Proposed Acquisition Transaction were 25% instead of 40%.

        " Unqualified Tax Opinion " shall mean an unqualified "will" opinion of a law firm of nationally recognized standing in the field of taxation, which opinion is acceptable to AXP and on which AXP may rely to confirm that a transaction will not affect the Tax-Free Status, including confirmation that may be provided for purposes of avoiding any applicable penalties or additions to Tax. Any such opinion shall assume that the Distribution and related transactions would have qualified for Tax-Free Status had the transaction in question not occurred.

7

        " Vesting Period " shall mean the period from and including the date on which an AXP Stock-Based Award is granted, to and including the date on which such award is first exercisable (in the case of AXP Options) or vests, whichever occurs first. For these purposes, an AXP Stock-Based Award will be deemed to be vested when it is considered vested in accordance with the applicable retirement practice and policies of AXP.

        " Vesting Ratio " shall mean the ratio of the number of days during a Vesting Period that an entity was a direct employer of record of a holder of an AXP Stock-Based Award over the total number of days in the Vesting Period; provided, however, that no more than one entity will be deemed to be a direct employer of a holder on any given day.

        SECTION 1.02.     General Interpretive Principles .    (a) Words in the singular shall include the plural and vice versa, and words of one gender shall include the other gender, in each case, as the context requires, (b) the term "hereof," "herein," "hereunder," and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement and not to any particular provision of this Agreement, and any references to Article, Section, paragraph, exhibit and schedule are references to the Articles, Sections, paragraphs, exhibits and schedules to this Agreement unless otherwise specified, (c) the word "including" and words of similar import when used in this Agreement shall mean "including, without limitation," unless otherwise specified and (d) any reference to any federal, state, local or non-U.S. statute or law shall be deemed to also refer to all rules and regulations promulgated thereunder, unless the context otherwise requires.

        SECTION 1.03.     Applicable Standards .    Except as otherwise specifically provided herein, this Agreement shall supersede in all respects any and all policies and procedures governing the allocation of Tax liability among the members of the AXP Group or the Total Combined Groups. Except as otherwise specifically provided hereunder, all determinations and actions required under this Agreement will be taken by AXP and shall be made in good faith taking into account, among other factors, the goal of reducing the aggregate Taxes of the Parties. It is the intention of the Parties that this Agreement shall be administered in a manner so that the allocation of income, deduction, loss or Credit between the Parties will produce Tax consequences for the Parties, on a current, carryback and carryover basis, that are consistent with those that are required by the Code and Treasury Regulations.

ARTICLE II

U.S. CONSOLIDATED FEDERAL INCOME TAX LIABILITIES

        SECTION 2.01.     Pre-2005 Taxable Years .    (a)  Ameriprise and AXP Tax Liabilities . Ameriprise shall be responsible for, and shall indemnify and hold AXP and the AXP Affiliates harmless against, the U.S. federal income Tax liability of the Ameriprise Group for all taxable years ending on or before December 31, 2004, including the "2004 Tax Liability" (defined below). Ameriprise shall be liable for and pay AXP the Adjusted Separate Ameriprise Group Federal Tax Liability for each such Affiliation Year. AXP shall pay Ameriprise, but Ameriprise shall remain liable for, Excess AXP Group Benefits, if any, for any such year if the Adjusted Separate Ameriprise Group Federal Tax Liability for such year is zero. The " 2004 Tax Liability " is the Adjusted Separate Ameriprise Group Federal Tax Liability for the taxable year ending on December 31, 2004 (" 2004 Taxable Year ").

        (b)     2004 Tax Liability .    On or after the day AXP files the AXP Consolidated Return for the 2004 Taxable Year, AXP shall determine the amount of the 2004 Tax Liability or any Excess AXP Group Benefits for such year (" 2004 Excess AXP Group Benefits "). Ameriprise shall pay to AXP or AXP shall pay to Ameriprise an amount equal to the difference between (i) the 2004 Tax Liability and (ii) the sum of any payments previously made by Ameriprise to AXP with respect to the 2004 Tax Liability, reduced (to and below zero) by the sum of any payments previously made or to be made by AXP to Ameriprise in respect of any 2004 Excess AXP Group Benefits. Payment by Ameriprise is due within five (5) business days after billing by AXP. Payment by AXP is due within thirty (30) business days of filing the AXP Consolidated Return for the 2004 Taxable Year.

8

        SECTION 2.02.      2005 Taxable Year.     (a)  Ameriprise and AXP Tax Liabilities. Ameriprise shall be responsible and pay AXP for, and shall indemnify and hold AXP and the AXP Affiliates harmless against, the "2005 Tax Liability" (as defined below), which shall include, but not be limited to, all liabilities arising from the triggering of intercompany and other items as described in clause (iii) of the definition above of "Adjusted Separate Ameriprise Group Federal Tax Liability." Notwithstanding anything herein to the contrary, Ameriprise shall be responsible for, and shall indemnify and hold AXP and the AXP Affiliates harmless against, any Tax liabilities incurred in connection with the sale of AMEX Assurance Company including, but not limited to, any such liabilities arising from the triggering of any intercompany items relating to such sale. AXP agrees to indemnify, and hold Ameriprise and the Ameriprise Affiliates harmless against, U.S. federal income tax liabilities in respect of members of the AXP Group (other than members of the Ameriprise Group) under Treasury Regulations Section 1.1502-6. The " 2005 Tax Liability " is the Adjusted Separate Ameriprise Group Federal Tax Liability for the taxable year beginning on January 1, 2005 and ending on and including the Distribution Date (the " 2005 Taxable Year "). AXP shall pay Ameriprise but Ameriprise shall remain liable for the Excess AXP Group Benefits, if any, for the taxable year of the AXP Group ending on December 31, 2005 if the Adjusted Separate Ameriprise Group Federal Tax Liability is zero under the preceding sentence (" 2005 Excess AXP Group Benefits "). In determining the 2005 Tax Liability or 2005 Excess AXP Group Benefits, if applicable, Ameriprise will be credited with any losses or reduction in gain attributable to the sale of its interest in American Express International Deposit Company, a Cayman Islands company, to AXP, but only to the extent AXP determines in good faith that such losses or reduction in gain (i) reduce the Adjusted Separate Ameriprise Group Federal Tax Liability or result in Excess AXP Group Benefits for the appropriate periods, and (ii) exceed $15.7 million.

        (b)     Estimated Payments, Etc.     From and after the date of this Agreement, Ameriprise shall pay to AXP no later than the day before each due date for the payment of quarterly estimated U.S. federal income Taxes for the taxable year of the AXP Group ending on December 31, 2005 and the payment due on March 15, 2006, as determined in good faith by AXP, the difference, if any, between (A) the 2005 Tax Liability due, determined in good faith by AXP, based on the method for making estimated payments elected by AXP pursuant to Section 6655 of the Code, and (B) the sum of any payments previously made by Ameriprise to AXP with respect to the 2005 Tax Liability.

        (c)     Payment Upon Filing Return.     On or after the day that AXP files the AXP Consolidated Return for the taxable year ending on December 31, 2005, AXP shall determine the amount of the 2005 Tax Liability or any 2005 Excess AXP Group Benefits. Ameriprise shall pay to AXP or AXP shall pay to Ameriprise, as the case may be, the difference between (i) the 2005 Tax Liability and (ii) (A) the sum of the amounts previously paid by Ameriprise to AXP with respect to the 2005 Tax Liability, reduced (to and below zero) by (B) the sum of any payments previously made or to be made by AXP to Ameriprise in respect of any Excess AXP Group Benefits. Payment by Ameriprise is due within five (5) business days after billing by AXP. Payment by AXP is due within thirty (30) business days of filing the AXP Consolidated Return for the taxable year ending on December 31, 2005.

        (d)     Settling Tax Payable Accounts.     On or before the Distribution Date, Ameriprise and AXP shall cooperate to settle all Tax payable accounts for all Affiliation Years and all Combined Years, in accordance with AXP's direction, based on the most accurate and complete information then available.

        (e)     Assignment of Taxable Items.     AXP shall determine the amounts of income, gain, loss, deduction, and Credit of the Ameriprise Group for the 2005 Taxable Year which are properly includable in the AXP Consolidated Return for the taxable year of the AXP Group ending on December 31, 2005. For all relevant purposes of this Agreement, the members of the Ameriprise Group and each Ameriprise Combined Group shall cease to be members of the AXP Group and their respective Total Combined Groups, as of the end of the Distribution Date, and Ameriprise shall cause the books of account of the members of the Ameriprise Group and the Ameriprise Combined Groups to be closed for accounting and Tax purposes as of the end of the Distribution Date in accordance with

9

AXP's direction. In determining consolidated taxable income for the taxable period that ends on the Distribution Date, the income and other items of the Ameriprise Group shall be determined by AXP in good faith in accordance with Treasury Regulations Section 1.1502-76(b)(1), -76(b)(2)(i) and -76(b)(2)(iv) and no election shall be made under 1.1502-76(b)(2)(ii)(D) to ratably allocate items. However, an allocation shall be made in good faith by AXP under Treasury Regulations Section 1.1502-76(b)(2)(iii) if such allocation is determined by AXP in good faith to be necessary to appropriately allocate income in the event that the Distribution Date occurs on any date other than the last or first day of any month. Pursuant to Treasury Regulations Section 1.1502-76(b)(2)(vi), any item of a passthrough entity that is owned by a member of the Ameriprise Group shall be allocated as if such member sold its entire interest in the entity immediately before the Distribution. In the event that a member or members of the Ameriprise Group would be treated as owning an interest of less than 50% in the aggregate in such passthrough entity, then pursuant to Treasury Regulations Section 1.706-1(c)(2)(ii), each such member's share of any distributive items shall be the amount determined by taking into account the pro rata part of such items that such member would have included in taxable income had such member remained a partner or owner of the passthrough entity until the end of the partnership taxable year based on the portion of the partnership taxable year that has elapsed through the Distribution Date or upon such other reasonable method that the Parties may agree. All of the foregoing determinations to be made shall be made in good faith by AXP. Ameriprise and Ameriprise Affiliates shall file their respective Tax Returns for the taxable period beginning on the first day after the Distribution Date consistently with such determinations.

        (f)     Determining Foreign Attributes.     Without limiting the foregoing, AXP shall also determine the portion of any Foreign Attribute for the Ameriprise Group that is allocable to the taxable year ending December 31, 2005, provided, that such portion to be allocated will not include any amount described in Section 951(a) of the Code (relating to inclusions in income of controlled foreign corporation earnings) or any amount described in Section 1293(a) of the Code (relating to inclusions in income of qualified electing fund earnings), or any indirect foreign Tax Credit under Sections 960 and 1293(f) of the Code for foreign income Taxes deemed paid with respect to either of these items, all as determined by AXP in good faith; and provided , further , that, without the prior written consent of AXP, Ameriprise and its subsidiaries shall not elect to recapture an amount of taxable income from sources without the U.S. of any member of the Ameriprise Group greater than the minimum amount required by Section 904(f)(1) of the Code for any Affiliation Year. Ameriprise shall provide AXP with all information it requests to make any determination under this subsection (f). AXP will likewise share all information with Ameriprise necessary for Ameriprise to determine its share of the consolidated foreign Tax Credits for the taxable year ending December 31, 2005 and all prior taxable years.

        SECTION 2.03.      U.S. Federal Alternative Minimum Tax.     (a)  Ameriprise Tax Liability. Notwithstanding any other provision in this Agreement, if, for any Affiliation Year, the AXP Group is liable for alternative minimum Tax for U.S. federal income Tax purposes (or any similar U.S. federal Tax) (" AMT ") and the Ameriprise Group would be liable for AMT if it filed a Tax Return as a separate consolidated group (" Ameriprise Separate AMT "), Ameriprise shall pay to AXP an amount (the " Ameriprise AMT Liability ") determined by AXP equal to the product of the AMT liability for the AXP Group (the " AXP AMT Liability ") and a fraction (the " Fraction ") (x) the numerator of which is the sum of the Tax preference items and adjustments of the Ameriprise Group relevant for purposes of the computation of AMT (the " TPIs ") for such Affiliation Year and (y) the denominator of which is the sum of the TPIs of all members of the AXP Group for such Affiliation Year. The Ameriprise AMT Liability for such Affiliation Year shall not exceed the amount of the Ameriprise Separate AMT for such Affiliation Year.

        (b)     Minimum Tax Credits.     If for any Affiliation Year Ameriprise has paid to AXP the Ameriprise AMT Liability, AXP shall pay to Ameriprise its proportionate share (determined below) of the minimum Tax credit for U.S. federal income Tax purposes (the " Minimum Tax Credit ") arising

10

from such Affiliation Year which is actually utilized by the AXP Group in a subsequent Affiliation Year. Ameriprise's proportionate share of such credit for any Affiliation Year shall be equal to the product of such credit and the Fraction (defined in subsection (a) above). In no event shall Ameriprise be paid amounts in the aggregate in respect of such credit in excess of the corresponding Ameriprise AMT Liability.

ARTICLE III

U.S. COMBINED STATE AND LOCAL INCOME TAX LIABILITIES

        SECTION 3.01.      Returns Covered.     If any member of an AXP Combined Group and any member of an Ameriprise Combined Group are required to file, or if AXP elects that any member of an AXP Combined Group and any member of an Ameriprise Combined Group shall file a Combined Return for any taxable years, or where any U.S. state or local Taxing authority successfully asserts such a combined filing requirement, the allocation and settlement of amounts due between the Parties shall be governed by this Article III.

        SECTION 3.02.      Pre-2005 Taxable Years.     For each taxable year ending on or before December 31, 2004, AXP shall determine in good faith each Ameriprise Combined Group's respective share, as determined below, of the total U.S. state and local Tax liability in each such Combined State. The Ameriprise Combined Group's share of such total tax liability (" Ameriprise Group State Tax Liability ") will be based on the aggregate apportionment percentage of all members of the Ameriprise Combined Group, determined with reference only to those companies that are subject to such state's taxing jurisdiction. The Ameriprise Group State Tax Liability will include any minimum or similar Taxes for members of each Ameriprise Combined Group that may be required by the relevant state or locality. In addition, in determining the Ameriprise Group State Tax Liability for Minnesota and Nebraska, respectively, AXP will, in good faith, directly reduce the Ameriprise Group State Tax Liability in Minnesota for the employer transit pass Credit generated by members of the Ameriprise Combined Group and the Ameriprise Group State Tax Liability in Nebraska for the employment Tax Credit generated by members of the Ameriprise Combined Group, but only if and to the extent such Credit is used to reduce the Tax liability of the Total Combined Group in Minnesota or Nebraska, as the case may be, for that year. Ameriprise shall be responsible for and pay to AXP, and shall indemnify AXP and the AXP Affiliates from and against, the Ameriprise Group State Tax Liability for each Combined Return for all taxable years ending on or before December 31, 2004.

        SECTION 3.03.      Net Operating Losses.     Consistent with the approach applied for operating units of Total Combined Groups, Ameriprise Group State Tax Liability will not be reduced by, nor will Ameriprise or any other Ameriprise Combined Group member receive any payment, credit or benefit for, U.S. state or local net operating losses (" NOLs "), including any carryback or carryover NOLs, that any such member generates for U.S. state or local income Tax purposes on a stand-alone basis, whether or not they are used in a Combined Return (except insofar as such NOLs may reduce the Ameriprise Combined Group's share of the total U.S. state and local liability for a Total Combined Return).

        SECTION 3.04.      2005 Taxable Year.     For the taxable year beginning on January 1, 2005, AXP shall determine in good faith the Ameriprise Combined Group's share of the total U.S. state and local Tax liability in each Combined State in the same manner as set forth in Sections 3.02 and 3.03 above, taking into account the apportionment percentages and other relevant items of each appropriate Ameriprise Combined Group through the Distribution Date. Ameriprise shall be responsible for and pay to AXP, and shall indemnify AXP and the AXP Affiliates from and against, the Ameriprise Group State Tax Liability for all Combined Returns for the taxable year beginning January 1, 2005.

        SECTION 3.05.      Estimated Taxes, Etc.     For each Combined State, AXP will determine in good faith the Ameriprise Combined Group's estimated Tax payments and extension payments (collectively, " Estimated State Taxes "), will prescribe the information required to be provided by the Ameriprise

11

Combined Group to support AXP's preparation and filing of Combined Returns and payment of Estimated State Taxes, together with a schedule of due dates for providing of such information and paying its share of Estimated State Taxes, and Ameriprise will timely and accurately provide and pay the same to AXP. AXP will calculate in good faith the aggregate Ameriprise Group State Tax Liability for all Combined States for a Combined Year less a credit for aggregate Estimated State Taxes paid or determine the refund due to Ameriprise to the extent aggregate Estimated State Taxes paid by Ameriprise exceed the aggregate Ameriprise Group State Tax Liability. Payment by Ameriprise is due within five (5) business days after billing by AXP. Payment of a refund by AXP is due by November 30 of the year in which Combined State Tax Returns are filed.

        SECTION 3.06.      Adjustments.     (a) If an Adjustment occurs, the Ameriprise Group State Tax Liability for the year in question shall be recomputed by AXP in good faith, including all changes to apportionment percentages that result from such Adjustment. Ameriprise shall make payments to AXP for an increase in the Ameriprise Group Tax Liability or AXP shall make payments to Ameriprise for a decrease in the Ameriprise Group Tax Liability, including its allocable share of interest, penalties and additions to Tax and external costs. Payment in respect of such Adjustments by Ameriprise is due within five (5) business days after billing by AXP for the items in question. Payment in respect of such Adjustments by AXP is due within thirty (30) business days after AXP receives a refund or credit for refund in respect of the items in question. Notwithstanding anything herein to the contrary, in determining the Ameriprise Group State Tax Liability for Minnesota, as agreed, the Ameriprise Group State Tax Liability for the Combined Years beginning January 1, 1999 and ending December 31, 2001 has been directly increased for the entire audit Adjustment to date for that period in the total amount of $3,514,710 ($3,086,168 of tax and $248,542 of interest), and such amount has been paid in full by Ameriprise.

        (b)   AXP shall in good faith control all contests relating to any such Adjustments, provided, however, in respect of any Combined State in which the Ameriprise Combined Group would bear at least 50% of the costs of any such Adjustments, AXP shall consult with Ameriprise in good faith, subject to the ultimate authority of AXP to determine how to proceed.

ARTICLE IV

SEPARATE TAX RETURN OBLIGATIONS

        SECTION 4.01.      Ameriprise Tax Liability.     Ameriprise shall be responsible for, and shall indemnify and hold harmless AXP and AXP Affiliates against, any and all U.S. federal, state and local and non-U.S. Taxes that are required to be reported on any separate Tax Return that does not include AXP or any AXP Affiliate.

        SECTION 4.02.      AXP Tax Liability.     AXP shall be responsible for, and shall indemnify and hold harmless Ameriprise and Ameriprise Affiliates against, any and all U.S. federal, state and local and non-U.S. Taxes that are required to be reported on any separate Tax Return that does not include Ameriprise or any Ameriprise Affiliate.

        SECTION 4.03.      Separate Return Adjustments.     If there is an adjustment to a separate Tax Return of AXP and/or AXP Affiliates, or Ameriprise and/or Ameriprise Affiliates, as the case may be, that results in the inclusion in income in such Tax Return of income attributable to the other group of companies, and the recipient thereby incurs an Income Tax Detriment, Ameriprise shall pay to AXP or AXP shall pay to Ameriprise, as the case may be, an amount equal to such Income Tax Detriment (including any interest, penalties and additions to Tax) within thirty (30) business days after the Final Determination of such Income Tax Detriment.

12

ARTICLE V

TAX-FREE STATUS OF DISTRIBUTION

        SECTION 5.01.      Tax-Free Status Ruling, Etc.     Ameriprise acknowledges and agrees that AXP will control the process of obtaining any rulings or other formal advice from relevant Taxing authorities in respect of the Tax-Free Status, the Distribution or any related transaction. Ameriprise shall promptly execute and cause to be delivered to the Tax Advisor any representation letters (" Representation Letters ") that the Tax Advisor provides to it and understands that such letter or letters will be relied upon by the Tax Advisor in rendering an opinion or opinions on the Tax-Free Status and related matters and/or obtaining any such ruling or formal advice. Ameriprise shall represent that, subject to any qualifications therein which are acceptable to the Tax Advisor, all information contained in its Representation Letters that concerns or relates to it or any Ameriprise Affiliate is true, correct and complete. Ameriprise shall take such other actions as may be necessary or desirable to obtain any such ruling, formal advice or opinion as the Tax Advisor may request.

        SECTION 5.02.      Maintaining Status of Active Business.     Ameriprise agrees that, from the date hereof until the first day after the second anniversary of the Distribution Date, it shall maintain the status of the Fund Management Business as an active trade or business as defined in Section 355(b)(2) of the Code and the Treasury Regulations promulgated thereunder, that is part of, or treated as part of, the Ameriprise legal entity for U.S. federal income Tax purposes.

        SECTION 5.03.      Limits on Proposed Acquisition Transactions, Etc.     Ameriprise agrees that, from the date hereof until the first day after the second anniversary of the Distribution Date, it shall not (i) enter into any Proposed Acquisition Transaction, approve any Proposed Acquisition Transaction (whether for purposes of Section 203 of the Delaware General Corporation Law, as amended, any similar corporate statute, any "fair price" or other provision of Ameriprise's charter or bylaws or otherwise) or, to the extent Ameriprise has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur (whether by redeeming rights under a shareholder rights plan, finding a tender offer to be a "permitted offer" under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction), (ii) merge or consolidate with any other Person or liquidate or partially liquidate, (iii) sell or otherwise transfer in a single transaction or series of transactions 50% or more of the gross or net assets of the Fund Management Business or 50% or more of the consolidated gross or net assets of Ameriprise and the Ameriprise Affiliates (such percentages to be measured based on fair market value as of the Distribution Date), (iv) redeem or otherwise repurchase (directly or through an Ameriprise Affiliate) any Ameriprise Capital Stock, or rights to acquire such stock, (v) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the relative voting rights of the separate classes of Ameriprise Capital Stock (including, without limitation, through the conversion of one class of Ameriprise Capital Stock into another class of Ameriprise Capital Stock) or (vi) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Representation Letters, or any rulings, formal advice or opinion described in Section 5.01 above) which in the aggregate (taking into account any other transactions described in this Section 5.03) would be reasonably likely to have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire, directly or indirectly, Ameriprise Capital Stock representing a Fifty-Percent or Greater Interest in Ameriprise or otherwise jeopardize the Tax-Free Status, unless prior to taking any such action set forth in the foregoing clauses (i) through (vi), (A) Ameriprise shall have requested that AXP obtain a private letter ruling from the IRS and AXP shall have received such a ruling in form and substance satisfactory to AXP that confirms that the Tax-Free Status will be preserved, taking into account such action and other transactions in the aggregate, or (B) Ameriprise shall provide AXP with an Unqualified Tax Opinion in form and substance satisfactory to AXP that confirms that the Tax-Free Status will be preserved, taking into

13

account such action and other transactions in the aggregate, or (C) AXP shall have waived the requirement to obtain such ruling or opinion. In determining whether such a ruling or opinion is satisfactory, AXP may consider, among other factors, the appropriateness of any underlying assumptions and representations made in connection with such ruling or opinion. To the extent that any such ruling or opinion concerns the acquisition of a Fifty-Percent or Greater Interest in Ameriprise, it shall expressly conclude that such acquisition will satisfy one or more of the safe harbors described in the Treasury Regulations promulgated under Section 355(e) of the Code. Ameriprise shall bear all costs and expenses of securing any such ruling or opinion and shall reimburse AXP for all external costs and expenses that it may incur in good faith in seeking to obtain or evaluate any such ruling or opinion.

        SECTION 5.04.      Twenty Five Percent Proposed Acquisition Transactions.     If Ameriprise proposes to enter into any Twenty Five Percent Proposed Acquisition Transaction, approve a Twenty Five Percent Proposed Acquisition Transaction or, to the extent Ameriprise has the right to prohibit any Twenty Five Percent Proposed Acquisition Transaction, proposes to permit any Twenty Five Percent Proposed Acquisition Transaction to occur, in each case, during the period from the date hereof until the first day after the second anniversary of the Distribution Date, Ameriprise shall provide AXP, no later than ten (10) business days prior to the signing of any written agreement or taking any binding action with respect to such transaction, with a detailed written description of such transaction (including the type and amount of Ameriprise Capital Stock to be issued or transferred in such transaction) and a certificate duly approved by the Board of Directors of Ameriprise to the effect that the Twenty Five Percent Proposed Acquisition Transaction is not a Proposed Acquisition Transaction or any other transaction to which the requirements of Section 5.03 above would apply (a " Board Certificate ").

        SECTION 5.05.      Indemnity.     (a) Subject to subsection (b) of this section, Ameriprise shall be responsible for, and shall indemnify and hold AXP and AXP Affiliates and their direct and indirect shareholders harmless against any Tax-Related Losses that are attributable to or result from any one or more of the following: (i) the direct or indirect acquisition of all or a portion of Ameriprise's Capital Stock and/or its assets (or any transaction or series of transactions that is deemed to be such an acquisition for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder) by any means whatsoever by any Person, (ii) any negotiations, understandings, agreements or arrangements by Ameriprise, any Ameriprise Affiliate or any of their direct or indirect shareholders with respect to transactions or events (including, without limitation, stock issuances pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Distribution and related transactions to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly a Fifty-Percent or Greater Interest in Ameriprise, (iii) any act or failure to act by Ameriprise or any Ameriprise Affiliate described in Section 5.03 above (regardless of whether such act or failure to act is covered by a ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C), respectively, of Section 5.03 above, or a Board Certificate described in Section 5.04 above) or (iv) any breach by Ameriprise of its agreements or representations set forth in Sections 5.01 or 5.02 above.

        (b)   For purposes of calculating the amount and timing of any Tax-Related Loss in connection with any Tax payable by an indemnified party, such loss shall be calculated by assuming that the indemnified party pays income Tax at the Highest Combined Tax Rate in effect in each relevant taxable year and that the income arising in connection with the Tax-Related Losses is the only item of income, deduction, Credit or loss for such year. AXP shall consult with Ameriprise in good faith in respect of any audit, proceeding or contest in respect of any Tax-Related Loss but shall ultimately control the disposition of the same in good faith. Ameriprise shall pay AXP or such other applicable indemnified party the amount of any such Tax-Related Losses for which Ameriprise is responsible under this Section 5.05 within one (1) business day before payment is due from AXP or such other party.

        (c)   Ameriprise shall not (i) merge or consolidate with any other Person or liquidate or partially liquidate into any other Person, (ii) sell or otherwise transfer to any other Person or group of Persons,

14

directly or indirectly, in a single transaction or series of transactions 25% or more of the gross or net assets of Ameriprise (such percentage to be determined based on fair market value as of the Distribution Date), (iii) engage in any other reorganization or restructuring with any other Person, or (iv) agree or permit any Person or group of Persons, directly or indirectly, in a single transaction or series of transactions, to acquire a Fifty-Percent or Greater Interest in Ameriprise, unless, in each case, each such Person agrees, to AXP's satisfaction, to be jointly and severally liable with Ameriprise in its obligations under this Article V.

ARTICLE VI

DUAL CONSOLIDATED LOSSES

        SECTION 6.01.      Ameriprise Liability.     Notwithstanding any other provision of this Agreement or the provisions of any closing agreement relating to Dual Consolidated Losses (defined below) of any member of the Ameriprise Group (" Closing Agreement "), Ameriprise shall be liable for, and indemnify AXP and AXP Affiliates against (i) any Tax liability together with interest, penalties and additions to Tax (including, without limitation, the interest charge described in or that results from the application of Treasury Regulations Section 1.1503-2 or Treasury Regulations Section 1.1503-2A, or interest determined under any Closing Agreement that arises from any triggering event or recapture under such regulations or Closing Agreement), applicable to an item of deduction or loss of Ameriprise or an Ameriprise Affiliate (a " Dual Consolidated Loss ") or from the receipt of any payment under this Article VI and (ii) any costs or expenses (including, without limitation, external attorneys' and accountants' fees) incurred by AXP or an AXP Affiliate in connection with determining, avoiding or contesting Recapture Taxes (defined below) or enforcing the provisions of this Article VI. All indemnifiable amounts described in this Section 6.01 shall be collectively referred to as " Recapture Taxes ", to be determined in accordance with Section 6.02 below.

        SECTION 6.02.      Recapture Taxes.     Recapture Taxes shall be determined by AXP in good faith, based, in relevant part, on the following assumptions: (i) the amount of gross income realized from a triggering event or recapture of a Dual Consolidated Loss cannot be offset by any losses, deductions or Credits (other than those offsets actually permitted under Treasury Regulations Section 1.1503-2(g)(vii)(B) or (C)(2), provided that such regulations are applicable and all applicable requirements of the regulations are fully satisfied); (ii) the amount of gross income, if any, realized upon the receipt of any payment under this Article VI cannot be offset by any losses, deductions or Credits; and (iii) the amounts described in clause (i) and (ii) of Section 6.01 above are taxable at the Highest Combined Tax Rate.

        SECTION 6.03.      Closing Agreement.     At Ameriprise's request, at Ameriprise's sole cost and expense, AXP will cooperate in good faith in an effort to enter into a closing agreement with the IRS of the type described in Treasury Regulations Section 1.1503-2(g)(2)(iv)(B)(2), to the effect that Dual Consolidated Losses will not be recaptured as a result of the Distribution.

ARTICLE VII

CARRYOVER AND CARRYBACK ITEMS

        SECTION 7.01.      Carryovers to Post-Affiliation Years.     AXP will apportion, in good faith, any U.S. federal consolidated net operating or capital losses, Credits or other applicable items between members of the Ameriprise Group (departing from the AXP Group as a consequence of the Distribution and related transactions) and members of the AXP Group (not taking into account Ameriprise Group members) pursuant to applicable Treasury Regulations promulgated under Section 1502 of the Code. Such consolidated items and their apportionment will be adjusted by AXP to reflect any Adjustments that take place in applicable Affiliation Years.

15

        SECTION 7.02.      Carrybacks from Post-Affiliation Years.     (a)  Carryback Items. If Ameriprise and/or its subsidiaries sustain U.S. federal capital or net operating losses or generate U.S. federal Credits in a Post-Affiliation Year which may be carried back to an Affiliation Year and will generate an Income Tax Benefit, Ameriprise may request AXP to file a Section 7.02 Claim with the IRS with respect to the U.S. federal income Tax liability of the AXP Group for such Affiliation Year. AXP shall have sole discretion whether to accept a request to file carryback claims (except for foreign Tax Credit or domestic source capital loss carryback claims) and file any amended Tax Returns or claims for refund relating thereto, which discretion may be exercised without regard to satisfying a standard of good faith or any other standard provided for in this Agreement or elsewhere. With regard to requests to file foreign Tax Credit or domestic source capital loss carryback claims to an Affiliation Year, AXP will implement such requests it determines in good faith to be available on the terms set forth hereinafter.

        (b)     Procedures.     If AXP files a Section 7.02 Claim, AXP shall have full control over the Section 7.02 Claim and may determine in good faith the nature of all actions to be taken in connection with such claim. If there is any limitation that applies to the AXP Group in respect of all or a portion of the items that comprise a Section 7.02 Claim in respect of foreign Tax Credits or domestic source capital losses, any Income Tax Benefit in respect of such claim shall be determined by AXP in good faith. If there any limitations in the ability of the AXP Group to utilize items in the same category as the items that comprise such claim, any Income Tax Benefit will be determined by AXP in good faith based on the assumption that the items were utilized on a Proportionate Basis. AXP will pay to Ameriprise for the amount of the Tax Benefit, if any, it determines in good faith was derived from such claim within 30 business days after it receives a refund or credit for refund therefor. Ameriprise will repay to AXP all or a portion of such amount as determined by AXP in good faith to the extent the Tax Benefit is reduced as a result of an Adjustment for any Affiliation Year or otherwise, together with applicable interest and penalties. If AXP elects to file a Section 7.02 Claim in respect of the carryback of any attribute other than foreign Tax Credits or domestic source capital losses, the terms for payment and other provisions shall be determined based upon the mutual agreement, if any, of the Parties. If AXP files a Section 7.02 Claim, Ameriprise will indemnify AXP for any additional Taxes or loss of Tax benefits incurred by a member of the AXP Group (including interest, penalties and additions to Tax) arising from such claim. AXP shall also be entitled to reimbursement from Ameriprise for any reasonable external costs for professional services incurred by AXP in connection with the Section 7.02 Claim whether or not Ameriprise receives payment or credit therefor.

ARTICLE VIII

U.S. FEDERAL INCOME TAX ADJUSTMENTS

        SECTION 8.01.      Determination.     If an Adjustment occurs, the liability of Ameriprise or AXP, as the case may be, pursuant to Article II hereof, or the amounts allocated pursuant to Article VII, shall be recomputed by AXP. As recomputed for purposes of Article II, Ameriprise shall make payments to AXP for an increase in Ameriprise's liability or AXP shall make payments to Ameriprise for an increase in AXP's liability. For purposes of Sections 2.01 and 2.02, Ameriprise's liability shall be deemed to have increased by any Adjustment that results in an increase in the Adjusted Separate Ameriprise Group Federal Tax Liability or a decrease in the Excess AXP Group Benefits, and AXP's liability shall be deemed to have increased by any Adjustment that results in a decrease in the Adjusted Separate Ameriprise Group Federal Tax Liability or an increase in the Excess AXP Group Benefits.

        SECTION 8.02.      Payments.     Payments due from Ameriprise to AXP shall be made no later than one (1) business day before the due date for payment by AXP to a Taxing authority upon the Final Determination of the items in question, or, to the extent no such payment is due, within thirty (30) business days after the date of such Final Determination. Payments due from AXP to Ameriprise shall be made within thirty (30) business days after AXP receives a refund or a credit for a refund with

16

regard to the items in question after a Final Determination therefor. Such payments shall include any applicable interest, penalties and additions to Tax and, if applicable, any reasonable external costs for professional services incurred by AXP thereon. In calculating any interest payable by Ameriprise to AXP hereunder, interest, if any, due from AXP to the IRS shall first be deemed to arise with respect to the increase in the liability of Ameriprise, as determined above.

        SECTION 8.03.      Procedures.     Subject to Section 7.02 hereof, for any Affiliation Year or Combined Year, AXP will determine in good faith whether to give effect, through any Tax Return, claim for refund or otherwise, to items of loss, deduction or Credit for the Ameriprise Group which are greater than those reflected on prior Tax Returns and the nature of all actions taken with respect thereto. If AXP files such a claim, Ameriprise will indemnify AXP for any additional Taxes or loss of Tax benefits incurred by a member of the AXP Group or the applicable Total Combined Group (including interest, penalties and additions to Tax) arising from such claim.

        SECTION 8.04.      Intercompany Adjustments.     If any transaction or arrangement between the AXP and/or AXP Affiliates, on the one hand, and Ameriprise and/or Ameriprise Affiliates, on the other hand, is recharacterized for applicable Tax purposes under Section 482 of the Code or otherwise and such recharacterization results in an Income Tax Detriment to one applicable group of companies and an Income Tax Benefit to the other group, the group incurring the Income Tax Detriment shall be paid by the other group an amount equal to such Income Tax Detriment (including any interest, penalties and additions to Tax) within thirty (30) business days after the Final Settlement of such Income Tax Detriment. In addition, each Party hereto shall be responsible for, and shall indemnify and hold the other Party and its Affiliates harmless against, any Taxes attributable to intercompany items or otherwise for any stock or other assets (tangible or intangible) transferred to it (or an AXP Affiliate, in the case of AXP, or an Ameriprise Affiliate, in the case of Ameriprise) from the other Party hereto (or an AXP Affiliate, in the case of AXP, or an Ameriprise Affiliate, in the case of Ameriprise) for which it is determined not to have paid or provided fair market value consideration.

ARTICLE IX

U.S. FEDERAL INCOME TAX PROCEEDINGS

        SECTION 9.01.      Ameriprise and AXP Issues.     AXP and Ameriprise hereby agree that during the course of the audit of any Affiliation Year, they will in good faith endeavor to discuss and resolve separately with the IRS district agents any " Ameriprise Issues " and "AXP Issues" (defined below). "Ameriprise Issues" are issues relating to items of income, gain, loss, deduction, or Credit that are attributable solely to the Ameriprise Group and that could not reasonably have material adverse consequences for the U.S. federal income Tax liability of a member of the AXP Group (other than a member of the Ameriprise Group) if resolved against the taxpayer, as determined in good faith by AXP. " AXP Issues " are any other issues, including issues relating to Foreign Attributes of the Ameriprise Group.

        SECTION 9.02.      Procedures.     (a) In the event a Revenue Agent's Report (" RAR ") is issued with respect to such taxable year, and the RAR contains adjustments proposed with respect to Ameriprise Issues, at Ameriprise's request, AXP shall protest (as provided for in applicable Treasury Regulations) the adjustments made with respect to Ameriprise Issues. Ameriprise will prepare that portion of any protest which it determines should be filed in connection with any adjustment proposed with respect to Ameriprise Issues and shall limit such portion of the protest to the defense of the specific Ameriprise Issues raised in the RAR, unless AXP, in its sole discretion, determines otherwise.

        (b)   After the filing of such protest, AXP and Ameriprise shall jointly meet with the representatives of the IRS responsible for disposing of the issues in dispute and request the separate resolution of the AXP and Ameriprise Issues. They shall further request that the IRS assign separate representatives to conduct any review of or proceedings on their respective issues.

17

        (c)   Regardless of whether the IRS agrees to resolve the issues affecting each Party or assign separate representatives to deal with the issues of each, AXP and Ameriprise each will attend meetings and will prepare written presentations to be made to the IRS regarding any adjustments proposed only with respect to its respective issues. AXP and Ameriprise shall keep each other promptly informed of any developments and discussions at any such meetings concerning adjustments, whether or not formally proposed, affecting the other Party.

        SECTION 9.03.      Control of Issues.     (a) For each Affiliation Year, AXP shall have full control of all AXP Issues and all Ameriprise Issues not otherwise settled by Ameriprise at the audit or appellate level of the IRS (" Ameriprise Unsettled Issues ") if the aggregate liability for any Taxes for which Ameriprise would be liable hereunder (" Article IX Taxes ") with respect to all Ameriprise Unsettled Issues for such Affiliation Year does not exceed $1,000,000. If the aggregate liability for Article IX Taxes with respect to Ameriprise Unsettled Issues for any Affiliation Year exceeds $1,000,000, Ameriprise shall, at its sole cost and expense, unless AXP agrees to waive the same, obtain an evaluation of the Ameriprise Unsettled Issues (" Evaluation ") from an independent attorney experienced in the field of U.S. federal corporate income Taxation, who shall be selected jointly by the Parties and who, in the case of a listed or reportable transaction for U.S. federal income Tax purposes, is not a disqualified Tax advisor within the meaning of Section 6664(d)(3)(B)(ii) of the Code. The Evaluation shall state, for the Ameriprise Unsettled Issues on an issue-by-issue basis, whether, in the opinion of the attorney (which in the case of a listed transaction or reportable transaction for U.S. federal income Tax purposes does not constitute a disqualified Tax opinion as defined in Section 6664(d) of the Code) the filing position for each such issue satisfies the requirements set forth in Section 6662(d) of the Code required for the reduction in any understatement of income Tax penalty and in the case of any such listed transactions or reportable transactions satisfies the additional requirements set forth in Section 6664(d) of the Code required to avoid a reportable transaction understatement penalty. Any discussions with respect to the Evaluation shall be held with both Parties jointly, and such attorney shall send a copy of the Evaluation (including any drafts thereof) to both Parties simultaneously.

        (b)   If the Evaluation discloses any Ameriprise Unsettled Issues which do not fully meet the aforementioned standards as applicable, Ameriprise shall be obligated to settle such issues with the IRS at its own cost and expense within a reasonable period of time after receipt of the Evaluation. If the aggregate liability for Article IX Taxes with respect to the remaining Ameriprise Unsettled Issues does not exceed $1,000,000, Ameriprise also shall be obligated to settle all such issues at its own cost and expense within a reasonable period of time after receipt of the Evaluation.

        SECTION 9.04.      Options for Resolution.     If, for any Affiliation Year, the aggregate liability for Article IX Taxes with respect to the remaining Ameriprise Unsettled Issues exceeds $1,000,000, AXP may select one of two options: (i) retain complete control over and liability for the remaining Ameriprise Unsettled Issues, or (ii) cede complete control to Ameriprise for the remaining Ameriprise Unsettled Issues. In the event that AXP selects option (ii), Ameriprise shall assume complete responsibility and liability for such issues, but shall proceed with reasonable diligence to resolve the same. In so doing, Ameriprise may, upon ten (10) business days written notice to AXP, fund the prepayment of any remaining Ameriprise Unsettled Issue if the effect of such prepayment is to toll an interest charge for such issue and AXP does not otherwise determine in good faith that such action would adversely affect the U.S. federal income Tax liability of a member of the AXP Group (other than a member of the Ameriprise Group). In addition, in such event, Ameriprise shall be liable and indemnify AXP and the AXP Affiliates for, but AXP shall control the resolution of, (A) each AXP Issue which is not expressly set forth in the RAR with respect to such Affiliation Year (" New AXP Issues ") and (B) each AXP Excess Issue as defined below. For purposes of this Article IX, an " AXP Excess Issue " shall mean an AXP Issue the Tax liability for which (including any related interest, penalties and additions to Tax) exceeds any proposed deficiency set forth in the RAR with respect to

18

such AXP Issue or, if less, the amount of any deficiency with respect to such AXP Issue in an agreement with the IRS reached during Appellate proceedings (" IRS Agreement "). Ameriprise's liability for an AXP Excess Issue shall be an amount equal to the excess, if any, of the actual liability for Taxes (including any related interest, penalties and additions to Tax) with respect to such AXP Excess Issue over the proposed deficiency in the RAR or IRS Agreement, as the case may be.

        SECTION 9.05.      Forum for Judicial Proceedings.     In any case where judicial proceedings are instituted, AXP shall be entitled to select the forum for such judicial proceedings, unless AXP determines, in good faith, that such proceedings involve only Ameriprise Unsettled Issues and has chosen option (ii) described in Section 9.04 above in respect of such issues. In such event, Ameriprise shall be entitled to select the forum for judicial proceedings. Each Party shall bear the costs of litigation in respect of its own issues, provided , however , that Ameriprise shall bear the costs of litigation in respect of New AXP Issues and AXP Excess Issues.

        SECTION 9.06.      Settlement of Claims.     AXP may agree to settle any case involving net U.S. federal income Tax claims for refund by the Ameriprise Group and net U.S. federal income Tax liabilities by the AXP Group (not including the Ameriprise Group) or otherwise on such terms as it determines are advisable; provided, however, that if the Ameriprise Group has a fully agreed case providing for a net U.S. federal income Tax refund of at least $1,000,000, AXP may settle the entire case involving the entire AXP Group by agreeing to forego such refund (or any portion thereof) only if it agrees to reimburse Ameriprise for the amount of such foregone refund (or portion thereof).

ARTICLE X

PAYMENTS

        Section 10.01.      Reporting of Indemnity Payments, Etc.     Any Tax indemnity payments hereunder or payments made in respect of Tax-Related Losses hereunder shall, unless otherwise required by law, be reported for Tax purposes by the payer and the recipient as a cash capital contribution by AXP or a cash distribution by Ameriprise, as the case may be, immediately before the Distribution. If, notwithstanding such reporting, such payment results in additional taxable income to the recipient, such payments shall be increased such that the amount that the recipient receives (net of Taxes) shall equal the amount of the payment that it would otherwise be entitled to receive pursuant to this Agreement.

        SECTION 10.02.      Interest on Late Payments.     If any payments hereunder are not made when due, interest shall accrue on the unpaid amount at the underpayment rate for large corporate underpayments, in effect from time to time under Section 6621 of the Code, while such amount is outstanding.

ARTICLE XI

TAX RETURNS

        SECTION 11.01.      Cooperation and Furnishing of Tax Return Information.     (a)  Cooperation. AXP and Ameriprise each agree to cooperate fully in connection with the preparation of any Tax Return relating to any Affiliation Year or Combined Year and the resolution of any related Tax audits, proceedings or disputes. In this regard, except as provided in the service level agreement between AXP and Ameriprise relating to Tax services after the Distribution Date or herein, the Tax department of Ameriprise and its subsidiaries shall, at the expense of Ameriprise, and the Tax department of AXP and its subsidiaries shall, at the expense of AXP, continue to perform the same Tax-related functions with respect to such Tax Returns, audits, proceedings or disputes they have performed to date.

        (b)        Tax Return Information.     For purposes of the preparation by AXP of Tax Returns for the taxable years ending on December 31, 2004 and December 31, 2005, respectively, on or prior to such date(s) as specified by AXP, Ameriprise shall provide AXP with Tax information for the respective life

19

and non-life subgroups of the Ameriprise Group and Tax information for all members of each Ameriprise Combined Group, including but not limited to, schedule(s) showing the items of income, gain, loss, deduction and Credit and Foreign Attributes with respect to each such taxable year required to be included in applicable Tax Returns and complete work papers together with such other information as AXP may request. The information provided by Ameriprise shall be consistent with any similar information provided by Ameriprise to AXP for prior taxable years.

        (c)        Disclosures.     Ameriprise represents that it has provided, and agrees to promptly provide, to AXP complete and accurate information that is required or AXP requests to satisfy all applicable U.S. federal, state and local, and non-U.S., disclosure and reporting requirements in respect of listed transactions, reportable transactions and other transactions that may be viewed as Tax-motivated, including, but not limited to, U.S. state expense disallowance information. Ameriprise also represents that is has provided, and agrees to promptly provide, to AXP all documents and other information that is required or AXP requests to satisfy the transfer pricing and other documentation requirements set forth in Sections 482 and 6662 of the Code and the Treasury Regulations thereunder or otherwise (including analogous provisions under U.S. state and local or non-U.S. law), including but not limited to, principal documents as defined in Treasury Regulations Section 1.6662-6(d)(2)(iii)(B), and to address any transfer pricing audit issue arising under Section 482 of the Code or otherwise, shall promptly provide to AXP any documents and information it may request, including background documents as defined in Treasury Regulations Section 1.6662-6(d)(2)(iii)(C). Ameriprise further represents that it has provided, and agrees to promptly provide, to AXP all internal and external tax opinions memoranda relating to the transactions and other matters addressed in this subsection (c). If Ameriprise fails to timely satisfy the requirements of this subsection (c), it will indemnify, and hold AXP and AXP Affiliates harmless against, any Taxes, interest, penalties or additions to Tax arising therefrom.

        SECTION 11.02.      Preparation of Tax Returns .     (a)     Preparation .    AXP shall have sole authority for the preparation and filing of any consolidated U.S. federal income Tax Return or Combined Tax Return, which include the items of income, gain, loss, deduction and Credit of the Ameriprise Group or any Ameriprise Combined Group for all relevant taxable periods, including but not limited to, determination of Foreign Attributes. With respect to the U.S. federal income Tax Returns for the taxable years ending December 31, 2004 and December 31, 2005, respectively, AXP agrees to notify Ameriprise and, subject to filing deadlines, give Ameriprise an opportunity to comment on the reporting, if it plans to file such Tax Returns reflecting data or information that is materially different from the final data or information provided by Ameriprise. In addition, with respect to any Combined Tax Return for the taxable years ending December 31, 2004 and December 31, 2005, respectively, in which Ameriprise is projected to have Tax liability in excess of $500,000, AXP agrees to notify Ameriprise and, subject to filing deadlines, give Ameriprise an opportunity to comment on the reporting, if it plans to file such Tax Returns reflecting data or information that is materially different from the final data or information provided by Ameriprise. Any decisions with respect to the timing, filing, or content of the above Tax Returns shall be made by AXP in its sole discretion and shall be final and binding upon the Parties hereto.

        (b)        Elections.     Ameriprise and the appropriate members of the Ameriprise Group or an Ameriprise Combined Group shall make or give their consent to such elections or other matters relating to the Ameriprise Group or an Ameriprise Combined Group as AXP determines are necessary or advisable in connection with the filing of any such Tax Returns. In addition, no member of the Ameriprise Group may elect to be considered as not having been a member of the AXP Group for U.S. federal income Tax purposes and no member of an Ameriprise Combined Group may elect to be considered as not having been a member of a Total Combined Group for U.S. state or local Tax purposes for any taxable year or portion thereof without the prior written consent of AXP.

20

ARTICLE XII

POST-AFFILIATION YEARS AND POST-COMBINED YEARS

        Section 12.01.      Returns.     Ameriprise shall not and shall not permit any of the Ameriprise Affiliates to (i) file or amend any Tax Return for the Post-Affiliation Year or a Post-Combined Year beginning on the first day following the Distribution Date, in a manner that is inconsistent with the manner in which AXP filed its Tax Returns in an Affiliation Year or a Combined Year or (ii) make any election for any Post-Affiliation Year or Post-Combined Year if such election would have the effect of binding or requiring conformity by any member of the AXP Group or any Total Combined Group for any Affiliation Year or Combined Year.

        SECTION 12.02.      Actions or Transactions.     Ameriprise shall be obligated to inform and disclose fully to AXP any actions taken or transactions undertaken in a Post-Affiliation Year or a Post-Combined Year which can reasonably be expected to affect in any material way the Tax liability of the AXP Group for any Affiliation Year or a Total Combined Group for any Combined Year.

        SECTION 12.03.      Proposed Adjustments.     Ameriprise shall promptly notify AXP and keep AXP apprised of any proposed adjustments which arise out of an audit or examination of a Post-Affiliation Year or Post-Combined Year Tax Return which could reasonably be expected to affect in any material way the Tax liability of for any Affiliation Year or Combined Years or which could reasonably result in treatment of items that is inconsistent with the manner in which AXP filed its Tax Returns for such years.

ARTICLE XIII

BOOKS AND RECORDS

        Section 13.01.      Retention Period.     Without limiting any of the provisions of this Agreement, each of the Parties agrees that it shall retain, until the expiration of the appropriate statutes of limitations (including any extensions) plus ninety (90) days, copies of any Tax Returns for any open periods during the Affiliation Years and Combined Return Years which might be subject to adjustment under this Agreement, supporting work schedules and other books, records or information which may be relevant and that it will not destroy or otherwise dispose of such records without first providing the other Party with a reasonable opportunity to review and copy the same. Without limiting the foregoing, Ameriprise shall cooperate with AXP in identifying such books, records or information and so retain or provide to AXP such books, records or information as may be specified by AXP in writing within 180 days after the Distribution Date. Any information obtained pursuant to this Agreement, or any other information obtained by AXP or Ameriprise relating to the Tax position of either Party shall be kept confidential by the Parties hereto, except if otherwise required by a Taxing authority.

        SECTION 13.02.      Record Retention Policy.     Without limiting the foregoing, each of the Parties hereto agrees that it shall retain copies of any books and records in its possession as required by any record retention agreement in effect from time to time, between AXP and the IRS or any other Taxing authority.

        SECTION 13.03.      Tax Attributes.     Ameriprise shall maintain and provide to AXP upon request information which will enable AXP to determine, clarify or verify the adjusted book and Tax bases of the Ameriprise stock held by AXP, Ameriprise's assets, both tangible and intangible, including the stock of all directly and indirectly owned subsidiaries of Ameriprise which were members of the Ameriprise Group or an Ameriprise Combined Group at any time during Affiliation Years or Combined Years, and the adjusted book and Tax bases of all assets, both tangible and intangible, of such subsidiaries. In addition, Ameriprise shall maintain and provide to AXP upon request all relevant information for the determination of earnings and profits of any members of the Ameriprise Group, in accordance with applicable provisions of the Code and the Treasury Regulations thereunder.

21

ARTICLE XIV

COMPENSATION AND EMPLOYEE BENEFITS

        Section 14.01.      General.     For U.S. federal, applicable U.S. state and local income and other Tax purposes, all deductions in respect of compensation and employee benefits, other than AXP Stock-Based Awards as provided below, whether on or before or after the Distribution Date, shall be allocated to AXP (or its appropriate subsidiary) or Ameriprise (or its appropriate subsidiary) based on the entity which, directly or indirectly, provides the cash or other consideration to its employees, former employees or other service providers or any individual whose rights are derived from such individual's relationship with such employee, former employee or service provider.

        SECTION 14.02.      AXP Stock-Based Awards.     For U.S. federal, applicable U.S. state and local income and other Tax purposes, all deductions in respect of AXP Stock-Based Awards, whether on or before or after the Distribution Date, shall be allocated as follows: (i) deductions in respect of AXP Options that are exercised on or before the Distribution Date (" Exercised AXP Options ") shall be allocated to AXP (and shall accordingly not be taken into account in computing Adjusted Separate Ameriprise Group Federal Tax Liability) except for the amount of deductions (A) reflected in net U.S. federal income deferred Tax assets that are properly recorded on the Ameriprise Group's books in respect of such Exercised AXP Options immediately before their exercise pursuant to SFAS 123 or SFAS 123(R) as adopted by AXP (" SFAS Exercised AXP Options ") or (B) actually realized upon the exercise of such SFAS 123 Exercised AXP Options, whichever is less, and (ii) deductions in respect of AXP Options that are exercised after the Distribution Date or in respect of AXP Stock-Based Awards (other than AXP Options) shall be allocated between AXP (or its appropriate subsidiary that was a direct employer of record of the holder of such award during the Vesting Period) and Ameriprise (or its appropriate subsidiary that was a direct employer of record of the holder of such award during the Vesting Period) pro rata based on their respective Vesting Ratios.

        SECTION 14.03.      Reporting of Deductions.     Unless otherwise required by law, AXP and Ameriprise shall for themselves and their appropriate subsidiaries compute their respective Tax liability and file all applicable Tax Returns in accordance with the allocations under Sections 14.01 and 14.02 above. In the event that any deduction allocated under such Sections to one entity is subsequently required by law to be reported by another entity for Tax purposes, AXP or Ameriprise shall pay the entity to which the deduction was allocated under such Sections such amounts as are necessary to put such entity in the same position, on an after-Tax basis, as it would have been if the allocation under such Sections had been respected.

        SECTION 14.04.      Employment Taxes and Tax Reporting.     To the extent that AXP, Ameriprise or any of their subsidiaries is allocated a deduction for Tax purposes under Sections 14.01 and 14.02 above or otherwise, the entity to which the deduction is allocated shall be solely responsible for satisfying any withholding and employment Tax liabilities and Tax reporting obligations in respect of the compensation that corresponds to such deduction.

        SECTION 14.05.      Determinations.     All determinations necessary to effect this Article XIV, including those related to the Vesting Period and Vesting Ratios, will be made by AXP in good faith.

ARTICLE XV

MISCELLANEOUS

        SECTION 15.01.      Notices.     All notices, requests, claims, demands and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally

22

or by facsimile transmission or mailed (first class postage prepaid) to the Parties at the following addresses or facsimile numbers:

        If to AXP or any member of the AXP Group, to:

American Express Company
200 Vesey Street
New York, New York 10285
Attn: Gilbert E. Ahye

with a copy to:

American Express Company
200 Vesey Street
New York, New York 10285
Attn: Director of Tax

If to Ameriprise or any member of the Ameriprise Group, to:

Ameriprise Financial, Inc.
707 2 ^nd Avenue, South
Minneapolis, Minnesota 55474
Attn: Walter Berman

with a copy to:

Ameriprise Financial, Inc.
707 2 ^nd Avenue, South
Minneapolis, Minnesota 55474
Attn: Director of Tax

All such notices, requests and other communications will (i) if delivered personally to the address as provided in this section, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided in this section, be deemed given upon receipt and (iii) if delivered by mail in the manner described above to the address as provided in this section, be deemed given upon receipt (in each case regardless of whether such notice, request or other communication is received by any other Person to whom a copy of such notice, request or other communication is to be delivered pursuant to this section). Any Party from time to time may change its address, facsimile number or other information for the purpose of notices to that Party by giving notice specifying such change to the other Party.

        SECTION 15.02.      Complete Agreement; Representations.     (a) This Agreement, together with any exhibits and schedules hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.

        (b)   AXP represents on behalf of itself and each other member of the AXP Group and Ameriprise represents on behalf of itself and each other member of the Ameriprise Group as follows:

          (i)  each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement to which it is a Party and to consummate the transactions contemplated by this Agreement; and

         (ii)  this Agreement has been duly executed and delivered by such Person (if such Person is a Party) and constitutes a valid and binding agreement of it enforceable in accordance with the terms thereof (assuming the due execution and delivery thereof by the other Party) except as such

23

enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and by general equitable principles.

        SECTION 15.03.      Amendment, Modification, or Waiver.     (a) This Agreement may be amended, supplemented, modified or superseded only by a written instrument signed by duly authorized signatories of the Parties.

        (b)   Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall be deemed or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by law or otherwise afforded, will be cumulative and not alternative.

        SECTION 15.04.      Severability.     If any one or more of the provisions of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement.

        SECTION 15.05.      No Assignment; Binding Effect; No Third-Party Beneficiaries.     (a) Neither this Agreement nor any right, interest or obligation hereunder may be assigned by either Party hereto without the prior written consent of the other Party hereto and any attempt to do so will be void. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties hereto and their respective successors and assigns.

        (b)   Except for provisions relating to Affiliates and the provisions of Article V relating to Tax-Related Losses, the terms and provisions of this Agreement are intended solely for the benefit of each Party hereto and their respective Affiliates, successors or permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other Person.

        (c)   Notwithstanding anything herein to the contrary, unless the context indicates otherwise, if an obligation is imposed on AXP or Ameriprise hereunder it shall cause any Person that directly or indirectly controls or is controlled by it to comply therewith to the extent reasonably necessary to carry out such obligation. "Control" for these purposes shall have the same meaning as that set forth under the definition of "Affiliate".

        SECTION 15.06.      Headings.     The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

        SECTION 15.07.      Counterparts.     This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of the counterparts together shall constitute one and the same instrument.

        SECTION 15.08.      Governing Law.     This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of New York, without giving effect to the conflicts of laws principles thereof.

24

        IN WITNESS WHEREOF, the Parties hereto have entered into this Agreement as of the date first above written.

25

QuickLinks

Exhibit 10.1

Exhibit 10.3

FORM OF EMPLOYEE BENEFITS AGREEMENT

BY AND BETWEEN

AMERICAN EXPRESS COMPANY

AND

AMERIPRISE FINANCIAL, INC.

DATED AS OF

                    , 2005

EMPLOYEE BENEFITS AGREEMENT

        This EMPLOYEE BENEFITS AGREEMENT (the " Agreement "), dated as of                     , 2005 is by and between American Express Company, a New York corporation (" AXP "), and Ameriprise Financial, Inc., a Delaware corporation (" Ameriprise ", and together with AXP, each a " Party " and collectively, the " Parties ").

        WHEREAS, the Board of Directors of AXP has determined that it is in the best interests of AXP to separate the Ameriprise Business and the AXP Business into two independent public companies on the terms and subject to the conditions set forth in the Separation and Distribution Agreement, in order to resolve systemic issues related to the allocation of capital and management resources between the Ameriprise Business and the AXP Business, and give Ameriprise greater flexibility to manage, invest in, and expand the Ameriprise Business, while ensuring that AXP can focus its time and resources on the development of the AXP Business;

        WHEREAS, in furtherance of the foregoing, AXP has announced its intention to distribute all of the shares of common stock, par value $0.01 per share, of Ameriprise (" Ameriprise Common Stock ") owned by AXP to the holders of AXP Common Stock by means of the Distribution;

        WHEREAS, in furtherance of the foregoing, AXP and Ameriprise have entered into a Separation and Distribution Agreement, dated as of                     , (the " Separation and Distribution Agreement "), and other Ancillary Agreements that will govern certain matters relating to the Separation and the relationship of AXP, Ameriprise and their respective Affiliates prior to and following the Distribution Date; and

        WHEREAS, pursuant to the Separation and Distribution Agreement, AXP and Ameriprise have agreed to enter into this Agreement for the purpose of allocating Assets, Liabilities and responsibilities with respect to certain employee compensation and benefit plans and programs between and among them.

        NOW, THEREFORE, in consideration of the premises and of the respective agreements and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS

        1.1     Definitions.     Capitalized terms used, but not defined herein shall have the meanings assigned to such terms in the Separation and Distribution Agreement and the following terms shall have the following meanings:

        "AEB" shall have the meaning ascribed thereto in Section 5.2(c)(i) of this Agreement.

        "AEFC RETIREE MEDICAL ELIGIBLE" shall have the meaning ascribed thereto in Section 5.2(c)(ii) of this Agreement.

        "AGREEMENT" shall have the meaning ascribed thereto in the preamble to this Agreement.

        "AMERIPRISE" shall have the meaning ascribed thereto in the preamble to this Agreement.

        "AMERIPRISE 401(k)" shall have the meaning ascribed thereto in Section 4.1(a) of this Agreement.

        "AMERIPRISE ACTUARY" means an independent actuary selected by Ameriprise.

        "AMERIPRISE BENEFIT PLAN" means any Benefit Plan sponsored, maintained or contributed to by any member of the Ameriprise Group including, without limitation, the Ameriprise Retirement Plan, the Ameriprise 401(k), the Ameriprise Reimbursement Account Plan, the Ameriprise SRP, the

Ameriprise Severance Plans, the Ameriprise Retiree Medical Program, the Ameriprise Retained Welfare Plans and the Ameriprise Welfare Plans.

        "AMERIPRISE COMMON STOCK" shall have the meaning ascribed thereto in the recitals to this Agreement.

        "AMERIPRISE DEFERRED COMPENSATION PLANS" means, collectively, the Ameriprise Financial Deferred Compensation Plan for Key Employees and the Ameriprise Financial Deferred Compensation Plan for Financial Advisors.

        "AMERIPRISE EMPLOYEE" means any individual who, immediately following the Distribution Date, will be employed by Ameriprise or any member of the Ameriprise Group in a capacity considered by Ameriprise to be common law employment, including active employees and employees on vacation and approved leave of absence (including maternity, paternity, family, sick, short-term or long-term disability leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and other approved leaves and any person on serial severance).

        "AMERIPRISE LOI" shall have the meaning ascribed thereto in Section 7.4(b) of this Agreement.

        "AMERIPRISE OPTION" shall have the meaning ascribed thereto in Section 7.2(c) of this Agreement.

        "AMERIPRISE PARTICIPANT" means any individual who, immediately following the Distribution Date, is an Ameriprise Employee, a Former Ameriprise Employee, or a beneficiary, dependent or alternate payee of any of the foregoing. For purposes of the Ameriprise Welfare Plans only, "Ameriprise Participant" shall also include individuals categorized by Ameriprise as "qualifying P2 55/10 advisors" or as "members of the field organization" who were on an approved leave of absence as of March 22, 2000; provided , that the treatment of any such individual as an Ameriprise Participant shall be limited to those Ameriprise Welfare Plans that are analogous to the AXP Welfare Plans under which such individual was covered as of the Distribution Date.

        "AMERIPRISE PG AWARDS" shall have the meaning ascribed thereto in Section 7.5(a) of this Agreement.

        "AMERIPRISE PLAN PARTICIPANTS" shall have the meaning ascribed thereto in Section 3.1 of this Agreement.

        "AMERIPRISE PRICE RATIO" means the quotient obtained by dividing the Ameriprise Stock Value by the AXP Pre-Distribution Stock Value.

        "AMERIPRISE REIMBURSEMENT ACCOUNT PLAN" shall have the meaning ascribed thereto in Section 5.2(d) of this Agreement.

        "AMERIPRISE RETIREE MEDICAL PROGRAM" shall have the meaning ascribed thereto in Section 5.2(c)(ii) of this Agreement.

        "AMERIPRISE RETAINED WELFARE PLANS" shall have the meaning ascribed thereto in Section 5.1 of this Agreement.

        "AMERIPRISE RETIREMENT PLAN" shall have the meaning ascribed thereto in Section 3.1 of this Agreement.

        "AMERIPRISE SERVICE PLANS" means, collectively, the Ameriprise Retirement Plan, the Ameriprise 401(k), and the Ameriprise Severance Plans.

        "AMERIPRISE SEVERANCE PLANS" shall have the meaning ascribed thereto in Section 8.4(a) of this Agreement.

2

        "AMERIPRISE SHARE RATIO" means the quotient obtained by dividing the AXP Pre-Distribution Stock Value by the Ameriprise Stock Value.

        "AMERIPRISE SRP" shall have the meaning ascribed thereto in Section 6.1(a) of this Agreement.

        "AMERIPRISE STOCK PLAN" shall have the meaning ascribed thereto in Section 2.5 of this Agreement.

        "AMERIPRISE STOCK VALUE" means the price at which Ameriprise Common Stock first trades on the NYSE immediately after the Effective Time, as determined by the AXP Committee.

        "AMERIPRISE UK ACTUARY" means an independent UK actuary selected by Ameriprise.

        "AMERIPRISE UK PLAN PARTICIPANTS" shall have the meaning ascribed thereto in Section 9.1(a) of this Agreement.

        "AMERIPRISE UK RETIREMENT PLAN" shall have the meaning ascribed thereto in Section 9.1(a) of this Agreement.

        "AMERIPRISE WELFARE PLANS" shall have the meaning ascribed thereto in Section 5.2(a) of this Agreement.

        "AMP KEL CASH BENEFIT" shall have the meaning ascribed thereto in Section 5.5(b) of this Agreement.

        "AXP" shall have the meaning ascribed thereto in the preamble to this Agreement.

        "AXP ACTUARY" means Towers, Perrin, Forster, and Crosby, Inc. (New York), or any other independent actuary appointed by AXP.

        "AXP BENEFIT PLAN" means any Benefit Plan sponsored, maintained or contributed to by AXP or any of its Affiliates including, without limitation, the AXP Retirement Plan, the AXP ISP, the AXP Reimbursement Account Plan, the AXP SRP, the AXP Severance Plans, the AXP Retiree Medical Program, and the AXP Welfare Plans.

        "AXP COMMITTEE" means the Compensation and Benefits Committee of the Board of Directors of AXP.

        "AXP DC PARTICIPANTS" shall have the meaning ascribed thereto in Section 8.2(a) of this Agreement.

        "AXP DC PARTICIPANT ACCOUNTS" shall have the meaning ascribed thereto in Section 8.2(a) of this Agreement.

        "AXP DEFERRED COMPENSATION PLANS" means, collectively, those deferred compensation plans and arrangements set forth on Schedule A attached hereto.

        "AXP EMPLOYEE" means any individual who, immediately following the Distribution Date, will be employed by AXP or any member of the AXP Group in a capacity considered by AXP to be common law employment, including active employees and employees on vacation and approved leave of absence (including maternity, paternity, family, sick, short-term or long-term disability leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and other approved leaves and any person on serial severance).

3

        "AXP OPTION" shall have the meaning ascribed thereto in Section 7.2(b) of this Agreement.

        "AXP PARTICIPANT" means any individual who, immediately following the Distribution Date, is an AXP Employee, a Former AXP Employee or a beneficiary, dependent or alternate payee of any of the foregoing.

        "AXP POST-DISTRIBUTION STOCK VALUE" means the price at which AXP Common Stock first trades on the NYSE immediately after the Effective Time, as determined by the AXP Committee.

        "AXP PRE-DISTRIBUTION STOCK VALUE" means the price at which AXP Common Stock trading "regular way with due bills" last trades on the NYSE immediately prior to the Effective Time, as determined by the AXP Committee.

        "AXP PRICE RATIO" means the quotient obtained by dividing the AXP Post-Distribution Stock Value by the AXP Pre-Distribution Stock Value.

        "AXP REIMBURSEMENT ACCOUNT PLAN" shall have the meaning ascribed thereto in Section 5.2(d) of this Agreement.

        "AXP RESTRICTED STOCK" shall have the meaning ascribed thereto in Section 7.3(a) of this Agreement.

        "AXP RETAINED CLAIM" shall have the meaning ascribed thereto in Section 8.5(a) of this Agreement.

        "AXP RETIREE MEDICAL PROGRAM" shall have the meaning ascribed thereto in Section 5.2(c) of this Agreement.

        "AXP RETIREMENT PLAN" means the American Express Retirement Plan.

        "AXP SERVICE PLANS" means, collectively, the AXP Retirement Plan, the AXP ISP, and the AXP Severance Plans.

        "AXP SEVERANCE PLANS" means, collectively, the American Express Senior Executive Severance Plan and the American Express Severance Pay Plan.

        "AXP SHARE RATIO" means the quotient obtained by dividing the AXP Pre-Distribution Stock Value by the AXP Post-Distribution Stock Value.

        "AXP SRP" means the American Express Supplemental Retirement Plan.

        "AXP STOCK PLANS" means, collectively, the American Express Company 1989 Long-Term Incentive Plan and the American Express Company 1998 Incentive Compensation Plan and any other stock option or stock incentive compensation plan or arrangement for employees, officers, or independent contractors of AXP, as amended.

        "AXP UK ACTUARY" means Towers, Perrin, Forster, and Crosby, Inc. (United Kingdom), or any other independent actuary appointed by AXP.

        "AXP UK PLAN" means the American Express UK Pension Plan.

        "AXP WELFARE PLANS" shall have the meaning ascribed thereto in Section 5.2(a) of this Agreement.

        "BENEFIT PLAN" shall mean, with respect to an entity, each plan, program, arrangement, agreement or commitment that is an employment, consulting, non-competition or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation rights, restricted stock, other equity-based compensation, severance pay, salary continuation, life, health, hospitalization, sick leave, vacation pay, disability or accident insurance plan,

4

corporate-owned or key-man life insurance or other employee benefit plan, program, arrangement, agreement or commitment, including any "employee benefit plan" (as defined in Section 3(3) of ERISA), sponsored or maintained by such entity (or to which such entity contributes or is required to contribute).

        "CHQ" shall have the meaning ascribed thereto in Section 5.2(c)(i) of this Agreement.

        "CHQ/AEB/TRS RETIREE MEDICAL ELIGIBLE" shall have the meaning ascribed thereto in Section 5.2(c)(i) of this Agreement.

        "COBRA" means the continuation coverage requirements for "group health plans" under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Code Section 4980B and Sections 601 through 608 of ERISA, and any similar state group health plan continuation Law, together with all regulations and proposed regulations promulgated thereunder.

        "CODE" means the United States Internal Revenue Code of 1986, as amended.

        "CONTROL" means, as to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. The term " Controlled " shall have a correlative meaning.

        "DELAYED PRICE RATIO" means, with respect to a Delayed Transfer Employee, the quotient obtained by dividing (i) the price at which Ameriprise Common Stock first trades on the NYSE immediately after such Delayed Transfer Employee's Transfer Date, as determined by the AXP Committee, by (ii) the price at which AXP Common Stock last trades on the NYSE immediately prior to such Delayed Transfer Employee's Transfer Date, as determined by the AXP Committee.

        "DELAYED SHARE RATIO" means, with respect to a Delayed Transfer Employee, the quotient obtained by dividing (i) the price at which AXP Common Stock last trades on the NYSE immediately prior to such Delayed Transfer Employee's Transfer Date, as determined by the AXP Committee, by (ii) the price at which Ameriprise Common Stock first trades on the NYSE immediately after such Delayed Transfer Employee's Transfer Date, as determined by the AXP Committee.

        "DELAYED TRANSFER AMERIPRISE LOI" shall have the meaning ascribed thereto in Section 7.4(d)(ii) of this Agreement.

        "DELAYED TRANSFER AMERIPRISE OPTION" shall have the meaning ascribed thereto in Section 7.2(e)(ii) of this Agreement.

        "DELAYED TRANSFER AMERIPRISE RESTRICTED STOCK" shall have the meaning ascribed thereto in Section 7.3(d)(ii) of this Agreement.

        "DELAYED TRANSFER AXP LOI" shall have the meaning ascribed thereto in Section 7.4(d)(i) of this Agreement.

        "DELAYED TRANSFER AXP OPTION" shall have the meaning ascribed thereto in Section 7.2(e)(i) of this Agreement.

        "DELAYED TRANSFER AXP RESTRICTED STOCK" shall have the meaning ascribed thereto in Section 7.3(d)(i) of this Agreement.

        "DELAYED TRANSFER CALCULATION DATE" shall have the meaning ascribed thereto in Section 3.3(b)(i) of this Agreement.

        "DELAYED TRANSFER EMPLOYEES" shall mean those AXP Employees (and the beneficiaries, dependents or alternate payees of such Persons), as set forth on Schedule B (which Schedule may be amended by mutual agreement of the Parties at any time prior to the first anniversary of the Distribution Date), who are considered by the Parties to be important to the Ameriprise

5

Business and whose transfer from AXP to the Ameriprise Group in connection with the Separation and Distribution will be delayed, due to certain business constraints, until after the Distribution Date but prior to the first anniversary of the Distribution Date (or such later date as mutually agreed to by the Parties).

        "DETRIMENTAL CONDUCT PROVISIONS" means (i) the Detrimental Conduct Provisions Attachment to the American Express Company 1998 Incentive Compensation Plan Master Agreement (as amended), effective as of February 26, 2001; (ii) the Detrimental Conduct Provisions Attachment to the American Express Company 1989 Long-Term Incentive Plan Master Agreement (as amended), effective as of January 1, 1998; (iii) any Consent to the Application of Forfeiture and Detrimental Conduct Provisions to Incentive Compensation Plan Awards to which an Ameriprise Participant is a party; and (iv) any other similar detrimental conduct provisions applicable to outstanding AXP long-term incentive awards issued under the AXP Stock Plans, in each case as in effect from time to time.

        "DOL" means the United States Department of Labor.

        "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

        "ERISA AFFILIATE" means with respect to any Person, each business or entity which is a member of a "controlled group of corporations," under "common control" or a member of an "affiliated service group" with such Person within the meaning of Sections 414(b), (c) or (m) of the Code, or required to be aggregated with such Person under Section 414(o) of the Code, or under "common control" with such Person within the meaning of Section 4001(a)(14) of ERISA.

        "ESTIMATED DELAYED TRANSFER AMOUNT" shall have the meaning ascribed thereto in Section 3.3(b)(ii) of this Agreement.

        "ESTIMATED RETIREMENT PLAN TRANSFER AMOUNT" shall have the meaning ascribed thereto in Section 3.2(b)(ii) of this Agreement.

        "EXCLUDED INVESTMENTS" shall have the meaning ascribed thereto in Section 3.2(b)(iii) of this Agreement.

        "FINAL DELAYED TRANSFER AMOUNT" shall have the meaning ascribed thereto in Section 3.3(b)(ii) of this Agreement.

        "FINAL DELAYED TRANSFER DATE" shall have the meaning ascribed thereto in Section 3.3(b)(iii) of this Agreement.

        "FINAL RETIREMENT PLAN TRANSFER AMOUNT" shall have the meaning ascribed thereto in Section 3.2(b)(iv) of this Agreement.

        "FINAL TRANSFER DATE" shall have the meaning ascribed thereto in Section 3.2(b)(v) of this Agreement.

        "FORMER AMERIPRISE EMPLOYEE" means, as of the Distribution Date, any former employee of AXP or an Affiliate, including retired, deferred vested, non-vested and other inactive terminated individuals, whose most recent active employment with AXP or an Affiliate was with a member of the Ameriprise Group and such active employment has ended on or before the Distribution Date.

        "FORMER AXP EMPLOYEE" means, as of the Distribution Date, any former employee of AXP or an Affiliate, including retired, deferred vested, non-vested and other inactive terminated individuals, whose most recent active employment with AXP or an Affiliate was with a member of the AXP Group.

        "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended.

6

        "INITIAL CASH TRANSFER" shall have the meaning ascribed thereto in Section 3.2(b)(iii) of this Agreement.

        "INITIAL TRANSFER AMOUNT" shall have the meaning ascribed thereto in Section 3.2(b)(iii) of this Agreement.

        "INITIAL TRANSFER DATE" shall have the meaning ascribed thereto in Section 3.2(b)(iii) of this Agreement.

        "IRS" means the United States Internal Revenue Service.

        "MEASUREMENT DATE" shall have the meaning ascribed thereto in Section 7.2(b) of this Agreement.

        "OUTSTANDING PG AWARDS" shall mean, collectively, the PG-XIV, PG-XV, and PG-XVI awards granted pursuant to the 1998 American Express Company Incentive Compensation Plan and any related agreement.

        "PARTICIPATING COMPANY" means AXP or any Person (other than an individual) participating in an AXP Benefit Plan.

        "PARTIES" shall have the meaning ascribed thereto in the preamble to this Agreement.

        "PAYMENT DATE" means the fifth business day after the date on which the conditions set forth in Section 9.1(c)(ii) of this Agreement have been fulfilled and satisfied or such other date as the Parties may agree to in writing.

        "PRE-DISTRIBUTION CLAIM PERIOD" shall have the meaning ascribed thereto in Section 5.2(g)(ii) of this Agreement.

        "PRE-DISTRIBUTION DATE CLAIMS" shall have the meaning ascribed thereto in Section 5.2(g)(ii) of this Agreement.

        "REMAINING AXP LOI" shall have the meaning ascribed thereto in Section 7.4(a) of this Agreement.

        "REMAINING AXP OPTION" shall have the meaning ascribed thereto in Section 7.2(b) of this Agreement.

        "REMAINING AXP RESTRICTED STOCK" shall have the meaning ascribed thereto in Section 7.3(a) of this Agreement.

        "REVISED RETIREMENT PLAN TRANSFER AMOUNT" shall have the meaning ascribed thereto in Section 3.2(b)(iv) hereof.

        "RUN-OUT COVERAGE OPTIONS" shall have the meaning ascribed thereto in Section 5.2(g)(ii) of this Agreement.

        "SECURITIES ACT" means the Securities Act of 1933, as amended.

        "SEPARATION AND DISTRIBUTION AGREEMENT" shall have the meaning ascribed thereto in the recitals to this Agreement.

        "SERIAL SEVERANCE EMPLOYEE" means any Former Ameriprise Employee who, as of the Distribution Date or such later date as determined by Ameriprise in its sole discretion, (i) has executed and delivered to AXP or Ameriprise, as appropriate, a written severance agreement, and (ii) who is entitled to receive the payment of severance benefits on a serial basis pursuant to such severance agreement.

7

        "SERVICE CREDITING DATE" shall have the meaning ascribed thereto in Section 2.4(b)(i) of this Agreement.

        "TRANSFER AMOUNT" means the UK Transfer Amount, adjusted in accordance with the provisions of the Actuary's Letter.

        "TRANSFER DATE" shall mean, with respect to a Delayed Transfer Employee, the date that such Delayed Transfer Employee commences active employment with a member of the Ameriprise Group.

        "TRS" shall have the meaning ascribed thereto in Section 5.2(c)(i) of this Agreement.

        "TRUE-UP AMOUNT" shall have the meaning ascribed thereto in Section 3.2(b)(v) of this Agreement.

        "UK ACTUARY'S LETTER" means the letter from the AXP UK Actuary to the Ameriprise UK Actuary, a copy of which is attached hereto as Exhibit A.

        "UK TRANSFER AMOUNT" means the amount determined as such in accordance with the provisions of the UK Actuary's Letter.

        "UNVESTED AXP OPTION" shall have the meaning ascribed thereto in Section 7.2(c) of this Agreement.

        "U.S." means the United States of America.

        1.2      General Interpretive Principles.     (a) Words in the singular shall include the plural and vice versa, and words of one gender shall include the other gender, in each case, as the context requires; (b) the terms "hereof," "herein," and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement and not to any particular provision of this Agreement, and references to Article, Section, paragraph, Exhibit, and Schedule are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) the word "including" and words of similar import when used in this Agreement shall mean "including, without limitation," unless otherwise specified; and (d) any reference to any federal, state, local or non-U.S. statute or Law shall be deemed to also refer to all rules and regulations promulgated thereunder, unless the context otherwise requires.

ARTICLE II

GENERAL PRINCIPLES

        2.1   ASSUMPTION AND RETENTION OF LIABILITIES; RELATED ASSETS.

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

8

        (b)   As of the Effective Time, except as otherwise expressly provided for in this Agreement, Ameriprise shall, or shall cause one or more members of the Ameriprise Group to, assume or retain, as applicable, and Ameriprise hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Ameriprise Benefit Plans, (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all Ameriprise Employees, Former Ameriprise Employees, their dependents and beneficiaries and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any member of the Ameriprise Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the Ameriprise Group), and (iii) any other Liabilities or obligations expressly assigned to Ameriprise or any of its Affiliates under this Agreement.

        (c)   From time to time after the Distribution, Ameriprise shall promptly reimburse AXP, upon AXP's reasonable request and the presentation by AXP of such substantiating documentation as Ameriprise shall reasonably request, for the cost of any obligations or Liabilities satisfied by AXP or its Affiliates that are, or that have been made pursuant to this Agreement, the responsibility of Ameriprise or any of its Affiliates.

        (d)   From time to time after the Distribution, AXP shall promptly reimburse Ameriprise, upon Ameriprise's reasonable request and the presentation by Ameriprise of such substantiating documentation as AXP shall reasonably request, for the cost of any obligations or Liabilities satisfied by Ameriprise that are, or that have been made pursuant to this Agreement, the responsibility of AXP or its Affiliates.

        2.2   AMERIPRISE PARTICIPATION IN AXP BENEFIT PLANS.    Except as otherwise expressly provided for in this Agreement or as otherwise expressly agreed to in writing between the Parties, (i) effective as of the Effective Time, Ameriprise and each member of the Ameriprise Group shall cease to be a Participating Company in any AXP Benefit Plan, and (ii) each (A) Ameriprise Participant and any other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any member of the AXP Group or the Ameriprise Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the AXP Group or the Ameriprise Group), effective as of the Effective Time, and (B) Delayed Transfer Employee, effective as of such Delayed Transfer Employee's Transfer Date, shall cease to participate in, be covered by, accrue benefits under, be eligible to contribute to or have any rights under any AXP Benefit Plan, and AXP and Ameriprise shall take all necessary action to effectuate each such cessation.

        2.3   COMPARABLE COMPENSATION AND BENEFITS.    Except as otherwise agreed to by AXP, (i) with respect to an Ameriprise Employee, for the one-year period commencing on the Distribution Date and ending on the one-year anniversary of such date and (ii) with respect to a Delayed Transfer Employee whose Transfer Date occurs prior to the one-year anniversary of the Distribution Date, for the period commencing on such Delayed Transfer Employee's Transfer Date and ending on the one-year anniversary of the Distribution Date, Ameriprise (acting directly or through its Affiliates) intends to provide such Ameriprise Employees and Delayed Transfer Employees with compensation opportunities (including, without limitation, salary, wages, commissions and bonus opportunities) and employee benefits that are substantially comparable, in the aggregate, to the compensation opportunities and employee benefits to which such Ameriprise Employees and Delayed Transfer Employees were entitled to immediately prior to the Distribution Date.

9

        2.4   SERVICE RECOGNITION.

        (a)      Pre-Distribution Service Credit.     Ameriprise shall give each Ameriprise Participant and Delayed Transfer Employee full credit for purposes of eligibility, vesting, determination of level of benefits, and, to the extent applicable, benefit accruals under any Ameriprise Benefit Plan for such Ameriprise Participant's or Delayed Transfer Employee's service with any member of the AXP Group prior to the Distribution Date or applicable Transfer Date to the same extent such service was recognized by the applicable AXP Benefit Plans immediately prior to the Distribution Date or applicable Transfer Date; provided , however , that such service shall not be recognized to the extent that such recognition would result in the duplication of benefits.

        (b)      Post-Distribution Reciprocal Service Crediting.     Each of AXP and Ameriprise (acting directly or through their respective Affiliates) shall cause each of the AXP Service Plans and the Ameriprise Service Plans, respectively, to provide the following service crediting rules effective as of the Distribution Date:

          (i)  If an AXP Employee who participates in any of the AXP Service Plans becomes employed by a member of the Ameriprise Group prior to the first anniversary of the Distribution Date (or such later date as mutually agreed to by the Parties) (the " Service Crediting Date ") and such AXP Employee is continuously employed by the AXP Group from the Distribution Date through the date such AXP Employee commences active employment with a member of the Ameriprise Group, then such AXP Employee's service with the AXP Group following the Distribution Date shall be recognized for purposes of eligibility, vesting and level of benefits under the appropriate Ameriprise Service Plans, in each case to the same extent as such AXP Employee's service with the AXP Group was recognized under the corresponding AXP Service Plans.

         (ii)  If an AXP Employee who participates in any of the AXP Service Plans becomes employed by a member of the Ameriprise Group either (A) on or after the Service Crediting Date or (B) without having been continuously employed by the AXP Group from the Distribution Date through the date such AXP Employee commences active employment with a member of the Ameriprise Group, then, except to the extent required by applicable Law, such individual's service with the AXP Group following the Distribution Date will not be recognized for any purpose under any Ameriprise Service Plan.

        (iii)  If an Ameriprise Employee who participates in any of the Ameriprise Service Plans becomes employed by a member of the AXP Group prior to the Service Crediting Date and such Ameriprise Employee is continuously employed by the Ameriprise Group from the Distribution Date through the date such Ameriprise Employee commences active employment with a member of the AXP Group, then such Ameriprise Employee's service with the Ameriprise Group following the Distribution Date shall be recognized for purposes of eligibility, vesting and level of benefits under the appropriate AXP Service Plans, in each case to the same extent as such Ameriprise Employee's service with the Ameriprise Group was recognized under the corresponding Ameriprise Service Plans.

        (iv)  If an Ameriprise Employee who participates in any of the Ameriprise Service Plans becomes employed by a member of the AXP Group either (A) on or after the Service Crediting Date or (B) without having been continuously employed by the Ameriprise Group from the Distribution Date through the date such Ameriprise Employee commences active employment with a member of the AXP Group, then the corresponding AXP Service Plans will only take into consideration such individual's service with the AXP Group and the Ameriprise Group, in each case, prior to the Distribution Date and, thus, except to the extent required by applicable Law,

10

such Ameriprise Employee's service with the Ameriprise Group following the Distribution Date will not be recognized for any purpose under any AXP Service Plan.

         (v)  Notwithstanding anything in this Agreement to the contrary, for the one (1) year period commencing on the Distribution Date, the AXP Service Plans and the Ameriprise Service Plans shall provide that no break in service occurs with respect to any AXP Employee or Ameriprise Employee who is hired or rehired by any member of the Ameriprise Group or the AXP Group after the termination of such AXP Employee's or Ameriprise Employee's employment with either the AXP Group or the Ameriprise Group within such one (1) year period.

        2.5   APPROVAL BY AXP AS SOLE STOCKHOLDER.    Effective as of the Distribution Date, Ameriprise shall have adopted the Ameriprise Financial 2005 Incentive Compensation Plan (the " Ameriprise Stock Plan ") which shall permit the issuance of long-term incentive awards that have material terms and conditions substantially similar to those long-term incentive awards issued under the relevant AXP Stock Plans that are to be substituted with Ameriprise long-term incentive awards in connection with the Distribution. The Ameriprise Stock Plan shall be approved prior to the Distribution by AXP as Ameriprise's sole shareholder.

ARTICLE III

U.S. QUALIFIED DEFINED BENEFIT PLAN

        3.1   ESTABLISHMENT OF AMERIPRISE PLAN.    Effective as of the Distribution Date, Ameriprise shall, or shall have caused one or more members of the Ameriprise Group to, establish a defined benefit pension plan and related trust to provide retirement benefits to Ameriprise Participants who immediately prior to the Distribution Date were participants in, or entitled to present or future benefits (whether or not vested) under, the AXP Retirement Plan (such defined benefit pension plan, the " Ameriprise Retirement Plan " and such Ameriprise Participants, the " Ameriprise Plan Participants "). Ameriprise shall be responsible for taking all necessary, reasonable, and appropriate action to establish, maintain and administer the Ameriprise Retirement Plan so that it is qualified under Section 401(a) of the Code and that the related trust thereunder is exempt under Section 501(a) of the Code. Notwithstanding the above, until October 18, 2005, all benefits payable to Ameriprise Plan Participants (including benefits that have accrued under the Ameriprise Retirement Plan following the Distribution Date) shall be paid from the AXP Retirement Plan. Ameriprise (acting directly or through its Affiliates) shall be responsible for any and all Liabilities (including Liability for funding) and other obligations with respect to the Ameriprise Retirement Plan.

        3.2   AMERIPRISE PARTICIPANTS

        (a)      Assumption of AXP Retirement Plan Liabilities.     Effective as of the Initial Transfer Date, Ameriprise (acting directly or through its Affiliates) hereby agrees to cause the Ameriprise Retirement Plan to assume, and to fully perform, pay and discharge, all accrued benefits under the AXP Retirement Plan relating to all Ameriprise Plan Participants as of the Distribution Date (inclusive of benefits paid by the AXP Retirement Plan to Ameriprise Plan Participants following the Distribution Date, but prior to the Initial Transfer Date in accordance with Section 3.1 above, but excluding benefits attributable to lost participants).

        (b)      Transfer of AXP Retirement Plan Assets.     

          (i)  The Parties intend that the portion of the AXP Retirement Plan covering Ameriprise Plan Participants (excluding forfeitures attributable to lost participants) shall be transferred to the Ameriprise Retirement Plan in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(l)-1, and Section 208 of ERISA. No later than thirty (30) days prior to the Distribution Date, AXP and Ameriprise (acting directly or through their respective Affiliates) shall,

11

to the extent necessary, file an IRS Form 5310-A regarding the transfer of Assets and Liabilities from the AXP Retirement Plan to the Ameriprise Retirement Plan.

         (ii)  As soon as reasonably practicable following the Distribution Date, AXP shall cause the AXP Actuary to determine the estimated value, as of the Distribution Date, of the Assets to be transferred to the Ameriprise Retirement Plan in accordance with the assumptions and valuation methodology set forth on Schedule C attached hereto (the " Estimated Retirement Plan Transfer Amount ").

        (iii)  On or before October 18, 2005, AXP shall transfer to the Ameriprise Retirement Plan an amount in cash at least sufficient to fund benefit payments reasonably projected to be required under the Ameriprise Retirement Plan prior to the Initial Transfer Date (the " Initial Cash Transfer "). Within thirty (30) days (or such later time as mutually agreed to by the Parties) following the determination of the Estimated Retirement Plan Transfer Amount, AXP and Ameriprise (each acting directly or through their respective Affiliates) shall cooperate in good faith to cause an initial transfer of Assets (the date of such transfer, the " Initial Transfer Date ") from the AXP Retirement Plan to the Ameriprise Retirement Plan in an amount equal to ninety percent (90%) of the Estimated Retirement Plan Transfer Amount minus the Initial Cash Transfer, adjusted to reflect earnings or losses during the period from the Distribution Date to the Initial Transfer Date (such amount, the " Initial Transfer Amount "). Such earnings or losses shall be determined based on the actual rate of return of the AXP Retirement Plan without regard to those investments set forth on Schedule D attached hereto (the " Excluded Investments ") for the period commencing on the Distribution Date and ending on the last calendar day of the month ending immediately prior to the Initial Transfer Date. Earnings or losses for the period from such last day of the month to the Initial Transfer Date shall be based on a blended index (thirty-seven percent (37%) S&P 500 Index, twenty percent (20%) Russell 2000 Index, twenty-two percent (22%) MSCI EAFE Index, and twenty-one percent (21%) Lehman Aggregate Bond Index) determined as of the date that is as close as administratively practicable to the Initial Transfer Date, but in no event more than five (5) business days prior to the Initial Transfer Date. AXP shall satisfy its obligation pursuant to this Section 3.2(b)(iii) by transferring Assets, in kind, equal to the Initial Transfer Amount consisting of a pro rata percentage (rounded up or down to the nearest whole lot or distributable unit) of all investments, excluding the Excluded Investments, under the AXP Retirement Plan.

        (iv)  Within ninety (90) days following the Initial Transfer Date, AXP shall cause the AXP Actuary to provide Ameriprise with a revised calculation of the value, as of the Distribution Date, of the Assets to be transferred to the Ameriprise Retirement Plan determined in accordance with the assumptions and valuation methodology set forth on Schedule C attached hereto (the " Revised Retirement Plan Transfer Amount "). Ameriprise may submit, at its sole cost and expense, the Revised Retirement Plan Transfer Amount to the Ameriprise Actuary for verification; provided , that , such verification process and any calculation performed by the Ameriprise Actuary in connection therewith shall be performed solely on the basis of the assumptions and valuation methodology set forth on Schedule C attached hereto. Furthermore, the AXP Actuary and Ameriprise Actuary shall cooperate in good faith to ensure that any such verification process is performed in a timely manner. In the event the Ameriprise Actuary determines that the value, as of the Distribution Date, of the Assets to be transferred to the Ameriprise Retirement Plan differs from the Revised Retirement Plan Transfer Amount, the Ameriprise Actuary and AXP Actuary shall use good faith efforts to reconcile any such difference. If the Ameriprise Actuary and the AXP Actuary fail to reconcile such difference and (A) the Ameriprise Actuary's calculation is within two percent (2%) of the Revised Retirement Plan Transfer Amount, the average of the Revised Retirement Plan Transfer Amount and the Ameriprise Actuary's calculation shall be used; or (B) the difference between the Ameriprise Actuary's calculation and the Revised Retirement

12

Plan Transfer Amount exceeds two percent (2%), the Ameriprise Actuary and the AXP Actuary shall jointly designate a third, independent actuary whose calculation of the value, as of the Distribution Date, of the Assets to be transferred to the Ameriprise Retirement Plan shall be final and binding; provided , that , such calculation must be performed in accordance with the assumptions and valuation methodology set forth on Schedule C attached hereto; and , provided , further , that such value shall be between the value determined by the Ameriprise Actuary and the Revised Retirement Plan Transfer Amount or equal to either such value. AXP and Ameriprise shall each pay one-half of the costs incurred in connection with the retention of such independent actuary. The final, verified value, as of the Distribution Date, of the Assets to be transferred to the Ameriprise Retirement Plan as determined in accordance with this Section 3.2(b)(iv) shall be referred to herein as the " Final Retirement Plan Transfer Amount ."

         (v)  Within forty-five (45) days of the determination of the Final Retirement Plan Transfer Amount, AXP shall cause the AXP Retirement Plan to transfer to the Ameriprise Retirement Plan (the date of such transfer, the " Final Transfer Date ") an amount, in cash, equal to (A) the Final Retirement Plan Transfer Amount minus (B) the sum of (1) the Initial Transfer Amount, (2) the Initial Cash Transfer, and (3) the aggregate amount of payments made from the AXP Retirement Plan to Ameriprise Plan Participants in order to satisfy any benefit obligation with respect to such Ameriprise Plan Participants during the period commencing on the Distribution Date and ending on the date of the Initial Cash Transfer (such amount the " True-Up Amount "); provided , that , the True-Up Amount shall be adjusted to reflect earnings or losses as described below; and provided , further , that in the event the sum of clauses (1), (2) and (3) above is greater than the Final Retirement Plan Transfer Amount, AXP shall not be required to cause any such additional transfer and instead Ameriprise shall be required to cause a transfer of cash from the Ameriprise Retirement Plan to the AXP Retirement Plan in amount equal to the amount by which the sum of clauses (1), (2) and (3) above exceeds the Final Retirement Plan Transfer Amount. The parties hereto acknowledge that the AXP Retirement Plan's transfer of the True-Up Amount to the Ameriprise Retirement Plan shall be in full settlement and satisfaction of the obligations of AXP and AXP Retirement Plan to transfer Assets to the Ameriprise Retirement Plan pursuant to this Section 3.2(b).

        The True-Up Amount shall be paid from the AXP Retirement Plan to the Ameriprise Retirement Plan, in cash, and adjusted to reflect earnings or losses during the period from the Distribution Date to the Final Transfer Date. Such earnings or losses shall be determined based on the actual rate of return of the AXP Retirement Plan without regard to the Excluded Investments for the period commencing on the Distribution Date and ending on the last calendar day of the month ending immediately prior to the Final Transfer Date. Earnings or losses for the period from such last day of the month to the Final Transfer Date shall be based on a blended index (thirty-seven percent (37%) S&P 500 Index, twenty percent (20%) Russell 2000 Index, twenty-two percent (22%) MSCI EAFE Index, and twenty-one percent (21%) Lehman Aggregate Bond Index) determined as of the date that is as close as administratively practicable to the Final Transfer Date, but in no event more than five (5) business days prior to the Final Transfer Date. In the event that Ameriprise is obligated to cause the Ameriprise Retirement Plan to reimburse the AXP Retirement Plan pursuant to this Section 3.2(b)(v), such reimbursement shall be performed in accordance with the same principles set forth herein with respect to the payment of the True-Up Amount.

        (c)      Continuation of Elections.     As of the Distribution Date, Ameriprise (acting directly or through its Affiliates) shall cause the Ameriprise Retirement Plan to recognize and maintain all existing elections, including, but not limited to, beneficiary designations, payment form elections and rights of alternate payees under qualified domestic relations orders with respect to Ameriprise Plan Participants under the AXP Retirement Plan.

13

        (d)      Terminated Non-Vested Employees.     Notwithstanding anything herein to the contrary, the Ameriprise Retirement Plan shall fully restore the hypothetical account of any individual who becomes employed by any member of the Ameriprise Group following the Distribution Date and whose employment with the AXP Group terminated on or before the Distribution Date with no vested benefit under the AXP Retirement Plan; provided , that , pursuant to AXP's existing practices and policies, such individual would have been entitled to restoration of such individual's hypothetical account under the AXP Retirement Plan had such individual been re-employed by a member of the AXP Group rather than by a member of the Ameriprise Group.

        (e)      Lost Participants.     AXP hereby acknowledges and agrees that it shall cause the AXP Retirement Plan to retain responsibility for all Liabilities and fully perform, pay and discharge all obligations, when such obligations become due, relating to benefits attributable to any lost participant in the AXP Retirement Plan as of the Distribution Date.

        3.3   DELAYED TRANSFER EMPLOYEES.

        (a)      Assumption of AXP Retirement Plan Liabilities.     With respect to each Delayed Transfer Employee, effective as of such Delayed Transfer Employee's Transfer Date, Ameriprise (acting directly or through its Affiliates) shall cause the Ameriprise Retirement Plan to assume, and to fully perform, pay and discharge, all benefits accrued under the AXP Retirement Plan relating to such Delayed Transfer Employee through such Delayed Transfer Employee's Transfer Date.

        (b)      Transfer of AXP Retirement Plan Assets.     

          (i)  The parties intend that the portion of the AXP Retirement Plan covering Delayed Transfer Employees shall be transferred to the Ameriprise Retirement Plan in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(l)-1, and Section 208 of ERISA. No later than thirty (30) days prior to the first anniversary of the Distribution Date (or such other date as mutually agreed to by the parties) (the " Delayed Transfer Calculation Date "), AXP and Ameriprise (acting directly or through their respective Affiliates) shall, to the extent necessary, file an IRS Form 5310-A regarding the transfer of Assets and Liabilities from the AXP Retirement Plan to the Ameriprise Retirement Plan with respect to the Delayed Transfer Employees.

         (ii)  No later than ninety (90) days following the Delayed Transfer Calculation Date, the AXP Actuary shall determine the value of the Assets to be transferred to the Ameriprise Retirement Plan with respect to the Delayed Transfer Employees in accordance with the assumptions and valuation methodology set forth on Schedule C attached hereto with respect to the Delayed Transfer Employees (the " Estimated Delayed Transfer Amount "). Ameriprise may submit, at its sole cost and expense, the Estimated Delayed Transfer Amount to the Ameriprise Actuary for verification; provided , that , such verification process and any calculation performed by the Ameriprise Actuary in connection therewith shall be performed solely on the basis of the assumptions and valuation methodology set forth on Schedule C attached hereto. Furthermore, the AXP Actuary and Ameriprise Actuary shall cooperate in good faith to ensure that any such verification process is performed in a timely manner. In the event the Ameriprise Actuary determines that the value of the Assets to be transferred to the Ameriprise Retirement Plan differs from the Estimated Delayed Transfer Amount, the Ameriprise Actuary and AXP Actuary shall use good faith efforts to reconcile any such difference. If the Ameriprise Actuary and the AXP Actuary fail to reconcile such difference and (A) the Ameriprise Actuary's calculation is within two percent (2%) of the Estimated Delayed Transfer Amount, the average of the Estimated Delayed Transfer Amount and the Ameriprise Actuary's calculation shall be used; or (B) the difference between the Ameriprise Actuary's calculation and the Estimated Delayed Transfer Amount exceeds two percent (2%), the Ameriprise Actuary and the AXP Actuary shall jointly designate a third, independent actuary whose calculation of the value of the Assets to be transferred to the Ameriprise

14

Retirement Plan shall be final and binding; provided , that , such calculation must be performed in accordance with the assumptions and valuation methodology set forth on Schedule C attached hereto; and , provided , further , that such value shall be between the value determined by the Ameriprise Actuary and the Estimated Delayed Transfer Amount or equal to either such value. AXP and Ameriprise shall each pay one-half of the costs incurred in connection with the retention of such independent actuary. The final, verified value of the Assets to be transferred to the Ameriprise Retirement Plan as determined in accordance with this Section 3.3(b)(ii) shall be referred to herein as the " Final Delayed Transfer Amount ."

        (iii)  Within thirty (30) days following the determination of the Final Delayed Transfer Amount, AXP shall cause the AXP Retirement Plan to transfer to the Ameriprise Retirement Plan (the date of such transfer, the " Final Delayed Transfer Date ") an amount, in cash, equal to the Final Delayed Transfer Amount, adjusted to reflect earnings or losses during the period from the Delayed Transfer Calculation Date through the Final Delayed Transfer Date. Such earnings or losses shall be determined based on the actual rate of return of the AXP Retirement Plan without regard to the Excluded Investments for the period commencing on the Delayed Transfer Calculation Date and ending on the last calendar day of the month ending immediately prior to the Final Delayed Transfer Date. Earnings or losses for the period from such last day of the month to the Final Delayed Transfer Date shall be based on a blended index (thirty-seven percent (37%) S&P 500 Index, twenty percent (20%) Russell 2000 Index, twenty-two percent (22%) MSCI EAFE Index, and twenty-one percent (21%) Lehman Aggregate Bond Index) determined as of the date that is as close as administratively practicable to the Final Delayed Transfer Date, but in no event more than five (5) business days prior to the Final Delayed Transfer Date.

        (d)      Continuation of Elections.     As of each Delayed Transfer Employee's Transfer Date, Ameriprise (acting directly or through its Affiliates) shall cause the Ameriprise Retirement Plan to recognize and maintain all existing elections including, but not limited to, beneficiary designations, payment form elections and rights of alternate payees under qualified domestic relations orders with respect to such Delayed Transfer Employee under the AXP Retirement Plan.

        3.4   AMERICAN EXPRESS FUNDED PENSION PLAN.    Notwithstanding anything herein to the contrary, all Liabilities and other obligations accrued prior to May 1, 1985 under the American Express Funded Pension Plan shall at all times remain Liabilities and obligations of AXP regardless of whether such Liabilities or obligations relate to any Ameriprise Participant or Delayed Transfer Employee.

ARTICLE IV

U.S. QUALIFIED DEFINED CONTRIBUTION PLAN

        4.1   THE AMERICAN EXPRESS INCENTIVE SAVINGS PLAN

        (a)      Establishment of the Ameriprise 401(k).     Effective as of the Distribution Date, Ameriprise shall, or shall have caused one of its Affiliates to, establish a defined contribution plan and trust for the benefit of Ameriprise Participants (the " Ameriprise 401(k) "). Ameriprise shall be responsible for taking all necessary, reasonable and appropriate action to establish, maintain and administer the Ameriprise 401(k) so that it is qualified under Section 401(a) of the Code and that the related trust thereunder is exempt under Section 501(a) of the Code. Ameriprise (acting directly or through its Affiliates) shall be responsible for any and all Liabilities (including Liability for funding) and other obligations with respect to the Ameriprise 401(k).

15

        (b)      Transfer of AXP ISP Assets.     

          (i)  Ameriprise Participants. As soon as reasonably practicable (but not later than thirty (30) days) following the Distribution Date, AXP shall cause the accounts (including any outstanding loan balances and forfeitures, but excluding forfeitures attributable to lost participants) in the AXP ISP attributable to Ameriprise Participants and all of the Assets in the AXP ISP related thereto to be transferred in-kind to the Ameriprise 401(k), and Ameriprise shall cause the Ameriprise 401(k) to accept such transfer of accounts and underlying Assets and, effective as of the date of such transfer, to assume and to fully perform, pay and discharge, all obligations of the AXP ISP relating to the accounts of Ameriprise Participants (to the extent the Assets related to those accounts are actually transferred from the AXP ISP to the Ameriprise 401(k)) as of the Distribution Date. The transfer of Assets shall be conducted in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(1)-1, and Section 208 of ERISA.

         (ii)  Delayed Transfer Employees. As soon as reasonably practicable (but not later than thirty (30) days) following a Delayed Transfer Employee's Transfer Date, AXP shall cause the accounts (including any outstanding loan balances) in the AXP ISP attributable to such Delayed Transfer Employee and all of the Assets in the AXP ISP related thereto to be transferred in-kind to the Ameriprise 401(k), and Ameriprise shall cause the Ameriprise 401(k) to accept such transfer of accounts and underlying Assets and, effective as of the date of such transfer, to assume and to fully perform, pay and discharge, all obligations of the AXP ISP relating to the accounts of such Delayed Transfer Employee (to the extent the Assets related to such accounts are actually transferred from the AXP ISP to the Ameriprise 401(k)) as of such Transfer Date. The transfer of Assets shall be conducted in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(l)-1, and Section 208 of ERISA.

        (c)      Continuation of Elections.     As of (i) the Distribution Date with respect to Ameriprise Participants, and (ii) a Delayed Transfer Employee's Transfer Date with respect to the Delayed Transfer Employees, Ameriprise (acting directly or through its Affiliates) shall cause the Ameriprise 401(k) to recognize and maintain all elections, including, but not limited to, deferral, investment and payment form elections, beneficiary designations, and the rights of alternate payees under qualified domestic relations orders with respect to Ameriprise Participants or Delayed Transfer Employees, as applicable, under the AXP ISP; provided , that , investment elections relating to the American Express Company Stock Fund under the AXP ISP shall be deemed to apply to the Ameriprise Financial Stock Fund under the Ameriprise 401(k).

        (d)      Employer Securities.     AXP and Ameriprise each agrees to ensure that the shares of both Ameriprise Common Stock and AXP Common Stock held in both the AXP ISP and the Ameriprise 401(k) are maintained in compliance with all requirements of applicable Law.

        (e)      Form 5310-A.     No later than thirty (30) days prior to (i) the Distribution Date or, (ii) with respect to each Delayed Transfer Employee, the date on which Assets and Liabilities associated with such Delayed Transfer Employee under the AXP ISP transfer to the Ameriprise 401(k) in accordance with Section 4.1(b)(ii) above, AXP and Ameriprise (each acting directly or through their respective Affiliates) shall, to the extent necessary, file IRS Form 5310-A regarding the transfer of Assets and Liabilities from the AXP ISP to the Ameriprise 401(k) as discussed in this Article IV.

        (f)      Terminated Non-Vested Employees.     Notwithstanding anything herein to the contrary, the Ameriprise 401(k) shall fully restore the unvested portion of the account of any individual who becomes employed by any member of the Ameriprise Group following the Distribution Date and whose employment with the AXP Group (inclusive of Ameriprise) terminated on or before the Distribution Date with a portion of such individual's benefits under the AXP ISP not being vested; provided , that , pursuant to AXP's existing practices and policies, such individual would have been entitled to the

16

restoration of the unvested portion of such individual's AXP ISP account had such individual been rehired by a member of the AXP Group rather than a member of the Ameriprise Group.

        (g)      Lost Participants.     AXP hereby acknowledges and agrees that it shall cause the AXP ISP to retain responsibility for all Liabilities and fully perform, pay and discharge all obligations, when such obligations become due, relating to benefits attributable to any lost participant in the AXP ISP as of the Distribution Date.

        4.2   CONTRIBUTIONS AS OF THE DISTRIBUTION DATE.    All contributions payable to the AXP ISP with respect to employee deferrals, matching contributions and AXP stock contributions for Ameriprise Participants through the Distribution Date and for Delayed Transfer Employees through the date on which such Delayed Transfer Employees cease providing services to a member of the AXP Group, determined in accordance with the terms and provisions of the AXP ISP, ERISA and the Code, shall be paid by AXP to the AXP ISP prior to the date of the Asset transfer described in Sections 4.1(b)(i) and (ii) above.

ARTICLE V

U.S. HEALTH AND WELFARE PLANS

        5.1   HEALTH AND WELFARE PLANS MAINTAINED BY THE AMERIPRISE GROUP PRIOR TO THE DISTRIBUTION DATE.    Following the Distribution Date, Ameriprise (acting directly or through its Affiliates) shall retain, and AXP shall have no obligation whatsoever with regard to, all obligations and Liabilities under, or with respect to, the health and welfare plans maintained by Ameriprise or any of its Affiliates that are listed on Schedule E attached hereto (the " Ameriprise Retained Welfare Plans ").

        5.2   HEALTH AND WELFARE PLANS MAINTAINED BY AXP PRIOR TO THE DISTRIBUTION DATE.

        (a)      Establishment of the Ameriprise Welfare Plans.     AXP or one or more of its Affiliates maintain each of the health and welfare plans set forth on Schedule F attached hereto (the " AXP Welfare Plans ") for the benefit of eligible AXP Participants and Ameriprise Participants. Effective as of the Distribution Date, Ameriprise shall, or shall cause an Ameriprise Affiliate to, adopt, for the benefit of eligible Ameriprise Participants, health and welfare plans, the terms of which are substantially comparable, in the aggregate, to the terms of the AXP Welfare Plans as in effect immediately prior to the Distribution Date (collectively, the " Ameriprise Welfare Plans ").

        (b)      Terms of Participation in Ameriprise Welfare Plans.     Ameriprise (acting directly or through its Affiliates) shall cause all Ameriprise Welfare Plans to (i) waive all limitations as to preexisting conditions, exclusions, and service conditions with respect to participation and coverage requirements applicable to Ameriprise Participants and Delayed Transfer Employees, other than limitations that were in effect with respect to (A) Ameriprise Participants as of the Distribution Date and (B) each Delayed Transfer Employee as of such Delayed Transfer Employee's Transfer Date, in each case under the AXP Welfare Plans, (ii) honor any deductible, out-of-pocket maximum, and co-payment incurred by Ameriprise Participants and Delayed Transfer Employees under the AXP Welfare Plans in which they participated immediately prior to the Distribution Date or such Transfer Date, as the case may be, in satisfying any applicable deductible or out-of-pocket requirements under any Ameriprise Welfare Plans during the same plan year in which such deductible, out-of-pocket maximums and co-payments were made, (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to an Ameriprise Participant following the Distribution Date or Delayed Transfer Employee following such Delayed Transfer Employee's Transfer Date, to the extent such Ameriprise Participant or Delayed Transfer Employee, as applicable, had satisfied any similar limitation

17

under the analogous AXP Welfare Plan, and (iv) other than with respect to the Ameriprise Welfare Plan that is comparable to the American Express Vision Care Plan, provide each Ameriprise Participant and Delayed Transfer Employee with new annual and lifetime maximums.

        (c)      Retiree Medical Eligibility.     

          (i)  AXP Retiree Medical Program. Notwithstanding anything herein to the contrary, for so long as it maintains the AXP Retiree Medical Program described in Schedule G attached hereto, as may be amended from time to time, (the " AXP Retiree Medical Program "), AXP shall cause the AXP Retiree Medical Program to contain provisions regarding eligibility and service crediting that ensure that Ameriprise Participants and Delayed Transfer Employees who, as of the Distribution Date or Transfer Date, as applicable, were eligible to immediately commence benefits under the AXP Retiree Medical Program under the cost of coverage provisions applicable to retirees of American Express Corporate Headquarters (" CHQ "), American Express Bank Ltd (" AEB "), or American Express Travel Related Services Company, Inc, (" TRS ") (the " CHQ/AEB/TRS Retiree Medical Eligible ") remain eligible for benefits under the AXP Retiree Medical Program after the Distribution Date or the relevant Transfer Date, as applicable. In addition, AXP shall cause the AXP Retiree Medical Program to contain provisions regarding eligibility and service crediting that ensure that Ameriprise Participants who, during the period commencing on February 1, 2005, and ending immediately prior to the Distribution Date, transferred employment from an AXP Affiliate at which they were CHQ/AEB/TRS Retiree Medical Eligible to an AXP Affiliate at which they were no longer CHQ/AEB/TRS Retiree Medical Eligible, remain eligible for benefits under the AXP Retiree Medical Program after the Distribution Date.

         (ii)  Ameriprise Retiree Medical Program. Notwithstanding anything herein to the contrary, for so long as it maintains the retiree medical program established pursuant to Section 5.2(a) above (the " Ameriprise Retiree Medical Program "), as may be amended from time to time, Ameriprise shall cause the Ameriprise Retiree Medical Program to contain provisions regarding eligibility and service crediting that ensure that: (A) AXP Participants who, as of the Distribution Date, were eligible to immediately commence benefits under the AXP Retiree Medical Program under the cost of coverage provisions applicable to retirees of American Express Financial Corporation (the " AEFC Retiree Medical Eligible "); and Ameriprise Employees who become members of the AXP Group prior to the first anniversary of the Distribution Date (or such later date as mutually agreed to by the Parties) who, as of such transfer date were eligible to immediately commence benefits under the Ameriprise Retiree Medical Program are eligible for benefits under the Ameriprise Retiree Medical Program as of the Distribution Date or later transfer date, as applicable. In addition, Ameriprise shall cause the Ameriprise Retiree Medical Program to contain provisions regarding eligibility and service crediting that ensure that AXP Participants who, during the period commencing on February 1, 2005, and ending immediately prior to the Distribution Date, transferred employment from an AXP Affiliate at which they were AEFC Retiree Medical Eligible to an AXP Affiliate at which they were not AEFC Retiree Medical Eligible, are eligible for benefits under the Ameriprise Retiree Medical Program as of the Distribution Date.

        (d)      Reimbursement Account Plan.     Effective as of the Distribution Date, Ameriprise (acting directly or through its Affiliates) shall have established a health and dependent care reimbursement account plan (the " Ameriprise Reimbursement Account Plan ") with features that are comparable to those contained in the health and dependent care reimbursement account plan maintained by AXP for the benefit of Ameriprise Participants immediately prior to the Distribution Date (the " AXP Reimbursement Account Plan "). With respect to Ameriprise Participants, effective as of the Effective Time, Ameriprise (acting directly or through its Affiliates) shall assume responsibility for administering all reimbursement claims of Ameriprise Participants with respect to calendar year 2005, whether arising

18

before, on, or after the Distribution Date, under the Ameriprise Reimbursement Account Plan. With respect to each Delayed Transfer Employee, effective as of each such Delayed Transfer Employee's Transfer Date, Ameriprise (acting directly or through its Affiliates) shall assume responsibility for administering all reimbursement claims of such Delayed Transfer Employee with respect to the calendar year in which such Delayed Transfer Employee's Transfer Date occurs, whether arising before, on, or after such Transfer Date, under the Ameriprise Reimbursement Account Plan. With respect to Ameriprise Participants, as soon as practicable but no more than 45 days following the Distribution Date, AXP shall cause to be transferred to Ameriprise an amount in cash equal to (i) the sum of all contributions to the AXP Reimbursement Account Plan made with respect to calendar year 2005 by or on behalf of any Ameriprise Participant prior to the Distribution Date, reduced by (ii) the sum of all claims incurred in calendar year 2005 and paid by the AXP Reimbursement Account Plan with respect to such Ameriprise Participants prior to the Distribution Date. With respect to each Delayed Transfer Employee, as soon as practicable but no more than forty five (45) days following the Delayed Transfer Calculation Date, AXP shall cause to be transferred to Ameriprise an amount in cash equal to (i) the sum of all contributions to the AXP Reimbursement Account Plan made by or on behalf of such Delayed Transfer Employee prior to his or her Transfer Date with respect to the calendar year in which his or her Transfer Date occurs, reduced by (ii) the sum of all claims incurred by such Delayed Transfer Employee during the calendar year in which such Delayed Transfer Employee's Transfer Date occurs and paid by the AXP Reimbursement Account Plan prior to such Transfer Date.

        (e)      Continuation of Elections.     With respect to Ameriprise Participants, as of the Distribution Date, Ameriprise (acting directly or through its Affiliates) shall cause the Ameriprise Welfare Plans to recognize and maintain all elections and designations (including, without limitation, all coverage and contribution elections and beneficiary designations) made by Ameriprise Participants under, or with respect to, the AXP Welfare Plans and apply such elections and designations under the Ameriprise Welfare Plans for the remainder of the period or periods for which such elections or designations are by their original terms applicable, to the extent such election or designation is available under the corresponding Ameriprise Welfare Plan. With respect to each Delayed Transfer Employee, as of such Delayed Transfer Employee's Transfer Date, Ameriprise (acting directly or through its Affiliates) shall cause the Ameriprise Welfare Plans to recognize and maintain all elections and designations (including, without limitation, all coverage and contribution elections and beneficiary designations) made by such Delayed Transfer Employee under, or with respect to, the AXP Welfare Plans and apply such elections and designations under the Ameriprise Welfare Plans for the remainder of the period or periods for which such elections or designations are by their original terms applicable, to the extent such election or designation is available under the corresponding Ameriprise Welfare Plan.

        (f)      COBRA and HIPAA.     Effective as of the Effective Time, Ameriprise (acting directly or through its Affiliates) shall assume, or shall have caused the Ameriprise Welfare Plans to assume, responsibility for compliance with the health care continuation coverage requirements of COBRA with respect to Ameriprise Participants who, as of the day prior to the Distribution Date, were covered under an AXP Welfare Plan pursuant to COBRA. Effective as of a Delayed Transfer Employee's Transfer Date, Ameriprise (acting directly or through its Affiliates) shall assume, or shall have caused the Ameriprise Welfare Plans to assume, responsibility for compliance with the health care continuation coverage requirements of COBRA with respect to such Delayed Transfer Employee to the extent such Delayed Transfer Employee was, as of the day prior to such Delayed Transfer Employee's Transfer Date, covered under an AXP Welfare Plan pursuant to COBRA. AXP (acting directly or through its Affiliates) shall be responsible for administering compliance with the certificate of creditable coverage requirements of HIPAA applicable to the AXP Welfare Plans with respect to Ameriprise Participants and Delayed Transfer Employees. The Parties hereto agree that neither the Distribution nor a Delayed Employee's transfer of employment on such Delayed Transfer Employee's Transfer Date shall constitute a COBRA qualifying event for any purposes of COBRA.

19

        (g)      Liabilities.     

        (i)    Insured Benefits. With respect to employee welfare and fringe benefits that are provided through the purchase of insurance, AXP shall cause the AXP Welfare Plans to fully perform, pay and discharge all claims of (A) Ameriprise Participants that are incurred prior to the Distribution Date and (B) each Delayed Transfer Employee that are incurred prior to such Delayed Transfer Employee's Transfer Date and Ameriprise shall cause the Ameriprise Welfare Plans to fully perform, pay and discharge all claims of (A) Ameriprise Participants that are incurred on or after the Distribution Date and (B) each Delayed Transfer Employee that are incurred on or after such Delayed Transfer Employee's Transfer Date.

        (ii)   Self-Insured Benefits. With respect to employee welfare and fringe benefits that are provided on a self-insured basis, except as otherwise provided herein, Ameriprise (acting directly or through its Affiliates) shall fully perform, pay and discharge, under the Ameriprise Welfare Plans, all claims of (A) Ameriprise Participants from and after the Distribution Date that are incurred on or after the Distribution Date and (B) each Delayed Transfer Employee from and after such Delayed Transfer Employee's Transfer Date that are incurred on or after such Delayed Transfer Employee's Transfer Date. Except as provided otherwise herein, from and after the Distribution Date (or, in the case of a Delayed Transfer Employee, such Delayed Transfer Employee's Transfer Date), Ameriprise shall reimburse AXP for all self-insured vision benefit claims paid by the AXP Welfare Plans or AXP which were (A) claims of Ameriprise Participants incurred but not paid prior to the Distribution Date or (B) claims of any Delayed Transfer Employees incurred but not paid prior to such Delayed Transfer Employee's Transfer Date. AXP shall submit a monthly written invoice to Ameriprise detailing Ameriprise's Liability for such claims. Ameriprise shall have the right, at its own expense, to audit, or to cause an inspection body selected by Ameriprise and composed of members with appropriate professional qualifications to audit, such invoices in a commercially reasonable manner during normal AXP business hours. Notwithstanding the above, from and after the Distribution Date, Ameriprise (acting directly or through its Affiliates) shall reimburse AXP for its proportionate share of the Liability, as calculated below, with respect to self-insured medical and dental benefits under the AXP Welfare Plans that were incurred prior to the Distribution Date, but submitted to, or paid by, the AXP Welfare Plans or AXP during the twenty-four month period beginning on the Distribution Date (the " Pre-Distribution Claim Period ", and such claims, the " Pre-Distribution Date Claims "). Claims submitted to the AXP Welfare Plans or AXP after the expiration of the Pre-Distribution Claim Period shall be the sole liability of the AXP Welfare Plans and AXP. Ameriprise's proportionate share of the Pre-Distribution Date Claims shall be determined separately on a monthly basis for each of the self-insured medical plan coverage options set forth on Schedule H attached hereto (the " Run-Out Coverage Options "), beginning with the month following the Distribution Date, by multiplying the Pre-Distribution Date Claims paid under such Run-Out Coverage Option during the month by a fraction, the numerator of which is the number of Ameriprise Employees or Former Ameriprise Employees participating in such Run-Out Coverage Option on January 1, 2005 and the denominator of which is the total number of employees and former employees participating in that Run-Out Coverage Option on January 1, 2005. The applicable fraction for each Run-Out Coverage Option shall be as set forth on Schedule H attached hereto. AXP shall submit a monthly written invoice to Ameriprise detailing Ameriprise's portion of the Pre-Distribution Date Claims. Ameriprise shall have the right, at its own expense, to audit, or to cause an inspection body selected by Ameriprise and composed of members with appropriate professional qualifications to audit, such invoices in a commercially reasonable manner during normal AXP business hours.

        (iii)  Retiree Medical. From and after the Distribution Date, Ameriprise (acting directly or through its Affiliates) shall fully perform, pay and discharge all claims of Ameriprise Participants

20

under the Ameriprise Retiree Medical Program that are incurred on or after the Distribution Date and all claims of Delayed Transfer Employees under the Ameriprise Retiree Medical Program that are incurred on or after such Delayed Transfer Employee's Transfer Date. From and after the Distribution Date (or in the case of a Delayed Transfer Employee, such Delayed Transfer Employee's Transfer Date), Ameriprise shall reimburse AXP for all claims paid by the AXP Retiree Medical Plan or AXP which were (A) claims of Ameriprise Participants incurred but not paid prior to the Distribution Date or (B) claims of any Delayed Transfer Employee incurred but not paid prior to such Delayed Transfer Employee's Transfer Date. AXP shall submit a monthly written invoice to Ameriprise detailing Ameriprise's Liability for such claims. Ameriprise shall have the right, at its own expense, to audit, or to cause an inspection body selected by Ameriprise and composed of members with appropriate professional qualifications to audit, such invoices in a commercially reasonable manner during normal AXP business hours.

        (iv)  Incurred Claim Definition. For purposes of this Section 5.2(g), a claim or Liability is deemed to be incurred (A) with respect to medical, dental, vision and/or prescription drug benefits, upon the rendering of health services giving rise to such claim or Liability; (B) with respect to life insurance, accidental death and dismemberment and business travel accident insurance, upon the occurrence of the event giving rise to such claim or Liability; (C) with respect to disability benefits, upon the date of an individual's disability, as determined by the disability benefit insurance carrier or claim administrator, giving rise to such claim or Liability; and (D) with respect to a period of continuous hospitalization, upon the date of admission to the hospital.

        (v)   Treatment of Other Liabilities, Recoveries and Adjustments. For purposes of applying the claim Liability provisions of clauses (ii) and (iii) above: (A) recoveries made by the AXP Welfare Plans or AXP prior to the expiration of the Pre-Distribution Claim Period with respect to claims incurred prior to the Distribution Date or relevant Transfer Date, as applicable, including, but not limited to, subrogation/reimbursement recoveries, claim adjustment recoveries and demutualization proceeds, shall be taken into account as positive claim adjustments; and (B) other non-routine claim Liabilities paid by the AXP Welfare Plans or AXP with respect to claims incurred prior to the Distribution Date or relevant Transfer Date, as applicable, including, but not limited to, Medicare Secondary Payer Liability, shall be taken into account as claim Liabilities.

        (vi)  Claim Experience. Notwithstanding the foregoing, Ameriprise (acting directly or through its Affiliates) shall take any action necessary to ensure that any claims experience under the AXP Welfare Plans attributable to Ameriprise Participants and Delayed Transfer Employees shall be allocated to the Ameriprise Welfare Plans.

        5.3   DISPOSITION OF VEBA ASSETS.    Following the Distribution Date, AXP and Ameriprise hereby agree to cooperate in good faith to ensure that AXP and the AXP Affiliates shall retain all Voluntary Employee Beneficiary Association Assets and any related trusts, and in no event will any such Assets or such related trusts transfer to Ameriprise or one of its Affiliates.

        5.4   TIME-OFF BENEFITS.    Ameriprise shall credit each Ameriprise Participant and Delayed Transfer Employee with the amount of accrued but unused vacation time, sick time and other time-off benefits as such Ameriprise Participant or Delayed Transfer Employee had with the AXP Group as of the Distribution Date, or with respect to Delayed Transfer Employees, the relevant Transfer Date. Notwithstanding the above, Ameriprise shall not be required to credit any Ameriprise Participant or Delayed Transfer Employee with any accrual to the extent that a benefit attributable to such accrual is provided by the AXP Group.

        5.5   KEY EXECUTIVE LIFE INSURANCE.

        (a)      AXP Split Dollar Arrangement.     AXP shall retain the American Express Company Key Executive Life Insurance Plan As Amended and Restated Effective January 1, 1992 and as subsequently

21

amended (the " AXP KEL "). Ameriprise shall not assume any portion of the AXP KEL or the split-dollar insurance policies held by AXP thereunder. Pursuant to the terms of the AXP KEL, Ameriprise Participants shall be treated thereunder as having terminated employment other than by reason of retirement. The Parties shall agree as to the amount, if any, that AXP shall reimburse Ameriprise out of the proceeds AXP receives as a result of Ameriprise Participants purchasing the split-dollar insurance policies held on their lives or as a result of AXP's disposal of such split-dollar insurance policies.

        (b)      Ameriprise Arrangement.     Ameriprise shall establish a key executive life insurance program that provides eligible Ameriprise Participants with term life insurance coverage in an amount equal to four times annual base salary, subject to a maximum of $1,500,000. Such term life insurance coverage shall terminate upon an Ameriprise Participant's termination from active employment with the Ameriprise Group, subject to any conversion rights then available under the group policy. In addition to such term life insurance coverage, for eligible Ameriprise Participants who were participants in the AXP KEL prior to April 1, 2003, Ameriprise shall provide a non-qualified deferred compensation benefit (the " AMP KEL Cash Benefit "), either through the Ameriprise Financial Deferred Compensation Plan for Key Employees or through another non-qualified arrangement determined by Ameriprise, in an amount equal to the cash value that would have been payable to the Ameriprise Participant under the AXP KEL assuming that: (i) in the case of an Ameriprise Participant who was a participant in the AXP KEL prior to August 1, 2002, (A) the Ameriprise Participant had continued to participate in the AXP KEL through the date of his termination of employment with the Ameriprise Group and (B) premium payments on the split-dollar insurance policy held on the Ameriprise Participant's life under the AXP KEL had continued to be made after August 2002 and through the date of such Ameriprise Participant's termination of employment with the Ameriprise Group; or (ii) in the case of an Ameriprise Participant who became a participant in the AXP KEL after August 2002, (A) a split-dollar insurance policy had been purchased on the life of the Ameriprise Participant under the AXP KEL, (B) the Ameriprise Participant had continued to participate in the AXP KEL through the date of his termination of employment with the Ameriprise Group, and (C) premium payments on such hypothetical policy had been made through the date of his termination of employment with the Ameriprise Group. The amount and terms of payment of the AMP KEL Cash Benefit shall be determined by Ameriprise in its sole discretion and may be reduced by Ameriprise to reflect any compensation paid by Ameriprise to reimburse an Ameriprise Participant who elects to purchase from AXP the split-dollar insurance policy held on his life under the AXP KEL.

ARTICLE VI

SUPPLEMENTAL RETIREMENT PLAN

        6.1   AMERICAN EXPRESS SUPPLEMENTAL RETIREMENT PLAN

        (a)      Establishment of Ameriprise SRP.     Effective as of the Distribution Date, Ameriprise shall, or shall cause one of its Affiliates to, establish a non-qualified deferred compensation plan to benefit Ameriprise Participants who have accrued, or were eligible to accrue, benefits under the AXP SRP (the " Ameriprise SRP ") immediately prior to the Distribution Date. Effective as of the Effective Time, Ameriprise hereby agrees to cause the Ameriprise SRP to assume responsibility for all Liabilities and fully perform, pay and discharge all obligations, when such obligations become due, of the AXP SRP with respect to all Ameriprise Participants therein. With respect to each Delayed Transfer Employee who participated in the AXP SRP, effective as of such Delayed Transfer Employee's Transfer Date, Ameriprise shall cause the Ameriprise SRP to assume, and to fully perform, pay and discharge, all Liabilities and obligations of the AXP SRP with respect to such Delayed Transfer Employee. Ameriprise (acting directly or through its Affiliates) shall be responsible for any and all Liabilities (including Liability for funding) and other obligations with respect to the Ameriprise SRP.

22

        (b)      Continuation of Elections.     As of the Distribution Date, Ameriprise (acting directly or through an Affiliate) shall cause the Ameriprise SRP to recognize and maintain all elections (including deferral, distribution and investment elections) and beneficiary designations with respect to Ameriprise Participants under the AXP SRP. With respect to each Delayed Transfer Employee who participated in the AXP SRP, effective as of such Delayed Transfer Employee's Transfer Date, Ameriprise (acting directly or through an Affiliate) shall cause the Ameriprise SRP to recognize and maintain all elections (including deferral, distribution and investment elections) and beneficiary designations with respect to such Delayed Transfer Employee.

ARTICLE VII

LONG-TERM INCENTIVE AWARDS

        7.1   LONG-TERM INCENTIVE AWARDS.    This Article VII sets forth obligations and agreements between the Parties with respect to the treatment of outstanding long-term incentive awards held by Ameriprise Participants under the AXP Stock Plans.

        7.2   TREATMENT OF OUTSTANDING AXP OPTIONS HELD BY AMERIPRISE EMPLOYEES.

        (a)      Participating Company.     Notwithstanding anything in this Agreement to the contrary (including, without limitation, Section 2.2 hereof), neither Ameriprise nor any member of the Ameriprise Group that is a "participating company" (as such term is used in the AXP Stock Plans) in the AXP Stock Plans immediately prior to the Distribution Date shall cease to be a "participating company" in the AXP Stock Plans as a result of the Distribution with respect to outstanding awards held by Ameriprise Participants thereunder. Furthermore, Ameriprise and any such member of the Ameriprise Group that is a "participating company" in the AXP Stock Plans immediately prior to the Distribution Date will continue to be a "participating company" in the AXP Stock Plans until such time as no AXP Option, share of AXP Restricted Stock or AXP LOI (including, without limitation, a Remaining AXP Option, Delayed Transfer AXP Option, share of Remaining AXP Restricted Stock, shares of Delayed Transfer AXP Restricted Stock, Remaining AXP LOI and Delayed Transfer AXP LOI) held by an Ameriprise Participant remains outstanding or until such earlier time as may be mutually agreed to by the AXP Committee and the board of directors or other governing body of Ameriprise or such member of the Ameriprise Group.

        (b)      Vested AXP Options.     Each option to purchase shares of AXP Common Stock (each, an " AXP Option ") outstanding under the AXP Stock Plans and held by an Ameriprise Participant as of the Distribution Date that is or would have become vested or exercisable, in accordance with its terms, by December 31, 2005 (the " Measurement Date ") (i) had such Ameriprise Participant remained employed by AXP or its Affiliates until the Measurement Date or (ii) in accordance with the applicable retirement practices and policies of AXP had the Ameriprise Participant holding such AXP Option retired immediately prior to the Measurement Date, in each case assuming the Distribution had not occurred, shall remain an option on AXP Common Stock issued under the AXP Stock Plans (each such option, a " Remaining AXP Option "). Each Remaining AXP Option shall be subject to the same terms and conditions after the Distribution as the terms and conditions applicable to the corresponding AXP Option immediately prior to the Distribution, it being understood that by reason of Ameriprise and members of the Ameriprise Group each continuing to be a "participating company" in the AXP Stock Plans, the employment of an Ameriprise Participant who holds Remaining AXP Options shall not be considered terminated for purposes of the AXP Stock Plans as a result of the Distribution and such employment shall only be considered to terminate for purposes of the AXP Stock Plans when the employment of such Ameriprise Participant with the Ameriprise Group terminates. The exercise price and number of shares subject to each Remaining AXP Option shall be adjusted in accordance with Section 424 of the Code. As a result, (i) the number of shares of AXP Common Stock subject to such Remaining AXP Option shall be equal to the product of (x) the number of shares of AXP Common

23

Stock subject to the corresponding AXP Option immediately prior to the Distribution Date and (y) the AXP Share Ratio, with fractional shares rounded down to the nearest whole share and (ii) the per-share exercise price of such Remaining AXP Option shall be equal to the product of (x) the per-share exercise price of the corresponding AXP Option immediately prior to the Distribution Date and (y) the AXP Price Ratio, rounded up to the nearest whole cent.

        (c)      Unvested AXP Options.     Each AXP Option outstanding under the AXP Stock Plans and held by an Ameriprise Participant as of the Distribution Date that would not be vested or treated as vested as of the Measurement Date, as determined in accordance with Section 7.2(b) above (each such AXP Option, an " Unvested AXP Option "), shall be substituted with an option to purchase shares of Ameriprise Common Stock (each such option, an " Ameriprise Option ") issued under the Ameriprise Stock Plan and subject to terms and conditions after the Distribution that are substantially similar to the terms and conditions applicable to the corresponding Unvested AXP Option immediately prior to the Distribution. The exercise price and number of shares subject to such Ameriprise Option shall be determined in accordance with Section 424 of the Code. As a result, (i) the number of shares of Ameriprise Common Stock subject to each such Ameriprise Option shall be equal to the product of (x) the number of shares of AXP Common Stock subject to the corresponding Unvested AXP Option immediately prior to the Distribution Date and (y) the AXP Share Ratio, with fractional shares rounded to the nearest whole share and (ii) the per-share exercise price of each such Ameriprise Option shall be equal to the product of (x) the per-share exercise price of the corresponding Unvested AXP Option immediately prior to the Distribution Date and (y) the Ameriprise Price Ratio, rounded up to the nearest whole cent.

        (d)      Serial Severance Employees.     Notwithstanding anything in this Section 7.2 to the contrary, all outstanding AXP Options held by Serial Severance Employees under the AXP Stock Plans as of the Distribution Date, regardless of whether or not vested as of the Distribution Date, shall be treated as Remaining AXP Options in accordance with Section 7.2(b) above.

        (e)      Delayed Transfer Employees.     

        (i)    Each AXP Option outstanding under the AXP Stock Plans and held by a Delayed Transfer Employee as of such Delayed Transfer Employee's Transfer Date that (A) vested on or prior to the Measurement Date or, in the event such Delayed Transfer Employee's Transfer Date occurs prior to the Measurement Date, would have become vested or exercisable, in accordance with its terms, by the Measurement Date had such Delayed Transfer Employee remained employed by AXP or its Affiliates until the Measurement Date or (B) that would have vested in accordance with the applicable retirement practices and policies of AXP had the Delayed Transfer Employee retired immediately prior to the Measurement Date, shall remain an option on AXP Common Stock issued under the AXP Stock Plans (each such option, a " Delayed Transfer AXP Option "). Each Delayed Transfer AXP Option held by a Delayed Transfer Employee shall be subject to the same terms and conditions after such Delayed Transfer Employee's Transfer Date as the terms and conditions applicable to the corresponding AXP Option immediately prior to such Delayed Transfer Employee's Transfer Date, it being understood that by reason of Ameriprise and members of the Ameriprise Group each continuing to be a "participating company" in the AXP Stock Plans, the employment of a Delayed Transfer Employee who holds Delayed Transfer AXP Options shall not be considered terminated for purposes of the AXP Stock Plans as a result of such Delayed Transfer Employee's transfer to the AMP Group in connection with the Distribution and such employment shall only be considered to terminate for purposes of the AXP Stock Plans when the employment of such Delayed Transfer Employee with the Ameriprise Group terminates.

        (ii)   Each AXP Option outstanding under the AXP Stock Plans and held by a Delayed Transfer Employee as of such Delayed Transfer Employee's Transfer Date that was not vested or treated as vested as of the Measurement Date, as determined in accordance with

24

Section 7.2(e)(i) above, shall be substituted with an option to purchase shares of Ameriprise Common Stock (each such option, a " Delayed Transfer Ameriprise Option ") issued under the Ameriprise Stock Plan and subject to terms and conditions after such Delayed Transfer Employee's Transfer Date that are substantially similar to the terms and conditions applicable to the corresponding AXP Option immediately prior to such Delayed Transfer Employee's Transfer Date. The exercise price and number of shares subject to such Delayed Transfer Ameriprise Option shall be determined in accordance with Section 424 of the Code. As a result, (i) the number of shares of Ameriprise Common Stock subject to each such Delayed Transfer Ameriprise Option shall be equal to the product of (x) the number of shares of AXP Common Stock subject to the corresponding AXP Option immediately prior to such Delayed Transfer Employee's Transfer Date and (y) the Delayed Share Ratio, with fractional shares rounded to the nearest whole share and (ii) the per-share exercise price of each such Delayed Transfer Ameriprise Option shall be equal to the product of (x) the per-share exercise price of the corresponding AXP Option immediately prior to such Delayed Transfer Employee's Transfer Date and (y) the Delayed Price Ratio, rounded up to the nearest whole cent.

        (f)      Restriction on Exercisability of Options.     The Parties acknowledge and agree that blackout periods may be implemented with respect to the Remaining AXP Options and Ameriprise Options for administrative reasons in accordance with the terms of the AXP Stock Plans or the Ameriprise Stock Plan, as applicable.

        7.3   TREATMENT OF OUTSTANDING AXP RESTRICTED STOCK.

        (a)      AXP Restricted Stock Vesting by the Measurement Date.     Each restricted share of AXP Common Stock (" AXP Restricted Stock ") outstanding under the AXP Stock Plans and held by an Ameriprise Participant as of the Distribution Date that would have become vested, in accordance with its terms, by the Measurement Date (i) had such Ameriprise Participant remained employed by AXP or its Affiliates until the Measurement Date or (ii) in accordance with the applicable retirement practices and policies of AXP had the Ameriprise Participant holding such AXP Restricted Stock retired immediately prior to the Measurement Date, in each case assuming the Distribution had not occurred, shall remain a share of AXP Restricted Stock issued under the AXP Stock Plans (each such share of AXP Restricted Stock, " Remaining AXP Restricted Stock "). Each share of Remaining AXP Restricted Stock shall be subject to the same terms and conditions after the Distribution as the terms and conditions applicable to the corresponding share of AXP Restricted Stock immediately prior to the Distribution, it being understood that by reason of Ameriprise and members of the Ameriprise Group each continuing to be a "participating company" in the AXP Stock Plans, the employment of an Ameriprise Participant who holds such shares of Remaining AXP Restricted Stock shall not be considered to have terminated for purposes of the AXP Stock Plans as a result of the Distribution and such employment shall only be considered to terminate for purposes of the AXP Stock Plans when the employment of such Ameriprise Participant with the Ameriprise Group terminates. The number of shares of Remaining AXP Restricted Stock held by an Ameriprise Participant shall be adjusted in a manner so that the number of shares of Remaining AXP Restricted Stock held by an Ameriprise Participant immediately following the Distribution Date will equal the product of (x) the number of shares of corresponding AXP Restricted Stock held by such Ameriprise Participant immediately prior to the Distribution Date and (y) the AXP Share Ratio, with fractional shares rounded to the nearest whole share.

        (b)      Unvested AXP Restricted Stock.     Except as otherwise expressly provided in any written agreement entered into between AXP and any Ameriprise Participant and provided to Ameriprise, each share of AXP Restricted Stock outstanding under the AXP Stock Plans held by an Ameriprise Employee as of the Distribution Date that would not be vested or treated as vested as of the Measurement Date, as determined in accordance with Section 7.3(a) above, shall be substituted with restricted shares of Ameriprise Common Stock (" Ameriprise Restricted Stock ") issued under the

25

Ameriprise Stock Plan and subject to terms and conditions after the Distribution that are substantially similar to the terms and conditions applicable to the corresponding shares of AXP Restricted Stock immediately prior to the Distribution. The number of shares of Ameriprise Restricted Stock to which an Ameriprise Participant is entitled pursuant to this Section 7.3(b) will equal the product of (x) the number of shares of corresponding AXP Restricted Stock held by such Ameriprise Participant immediately prior to the Distribution Date and (y) the Ameriprise Share Ratio, with fractional shares rounded to the nearest whole share.

        (c)      Serial Severance Employees.     Notwithstanding anything in this Section 7.3 to the contrary, all outstanding shares of AXP Restricted Stock held by Serial Severance Employees under the AXP Stock Plans as of the Distribution Date, regardless of when such AXP Restricted Shares would otherwise vest, shall be treated as Remaining AXP Restricted Stock in accordance with Section 7.3(a) above.

        (d)      Delayed Transfer Employees.     

        (i)    Each share of AXP Restricted Stock outstanding under the AXP Stock Plans and held by a Delayed Transfer Employee as of such Delayed Transfer Employee's Transfer Date that would have become vested (A) in accordance with the applicable retirement practices and policies of AXP had the Delayed Transfer Employee retired immediately prior to the Measurement Date or (B) in the event such Delayed Transfer Employee's Transfer Date occurs prior to the Measurement Date, would have become vested, in accordance with its terms, by the Measurement Date had such Delayed Transfer Employee remained employed by AXP or its Affiliates until the Measurement Date, shall remain a share of AXP Restricted Stock issued under the AXP Stock Plans (each such share of AXP Restricted Stock, " Delayed Transfer AXP Restricted Stock "). Each share of Delayed Transfer AXP Restricted Stock shall be subject to the same terms and conditions after a Delayed Transfer Employee's Transfer Date as the terms and conditions applicable to the corresponding share of AXP Restricted Stock immediately prior to such Delayed Transfer Employee's Transfer Date, it being understood that by reason of Ameriprise and members of the Ameriprise Group each continuing to be a "participating company" in the AXP Stock Plans, the employment of a Delayed Transfer Employee who holds shares of Delayed Transfer AXP Restricted Stock shall not be considered terminated for purposes of the AXP Stock Plans as a result of such Delayed Transfer Employee's transfer to the AMP Group in connection with the Distribution and such employment shall only be considered to terminate for purposes of the AXP Stock Plans when the employment of such Delayed Transfer Employee with the Ameriprise Group terminates.

        (ii)   Each share of AXP Restricted Stock outstanding under the AXP Stock Plans held by a Delayed Transfer Employee as of such Delayed Transfer Employee's Transfer Date that would not be treated as vested in accordance with Section 7.3(d)(i) above, shall be substituted with restricted shares of Ameriprise Common Stock (" Delayed Transfer Ameriprise Restricted Stock ") issued under the Ameriprise Stock Plan and subject to terms and conditions after such Delayed Transfer Employee's Transfer Date that are substantially similar to the terms and conditions applicable to the corresponding shares of AXP Restricted Stock immediately prior to such Delayed Transfer Employee's Transfer Date. The number of shares of Delayed Transfer Ameriprise Restricted Stock to which a Delayed Transfer Employee is entitled pursuant to this Section 7.3(d)(ii) will equal the product of (x) the number of shares of corresponding AXP Restricted Stock held by such Delayed Transfer Employee immediately prior to such Delayed Transfer Employee's Transfer Date and (y) the Delayed Share Ratio, with fractional shares rounded to the nearest whole share.

        7.4   TREATMENT OF OUTSTANDING LETTERS OF INTENT.

        (a)      AXP LOIs Vesting by the Measurement Date.     Each letter of intent evidencing a promise to deliver shares of AXP Common Stock in the future (each, an " AXP LOI ") outstanding under the AXP Stock Plans and held by an Ameriprise Participant as of the Distribution Date that would have become vested, in accordance with its terms, by the Measurement Date (i) had such Ameriprise Participant

26

remained employed by AXP or its Affiliates until the Measurement Date or (ii) in accordance with the applicable retirement practices and policies of AXP had the Ameriprise Participant holding such AXP LOI retired immediately prior to the Measurement Date, in each case assuming the Distribution had not occurred, shall remain an AXP LOI issued under the AXP Stock Plans (each such AXP LOI, an " Remaining AXP LOI "). Each Remaining AXP LOI shall be subject to the same terms and conditions after the Distribution as the terms and conditions applicable to the corresponding AXP LOI immediately prior to the Distribution, it being understood that by reason of Ameriprise and members of the Ameriprise Group each continuing to be a "participating company" in the AXP Stock Plans, the employment of an Ameriprise Participant who holds Remaining AXP LOIs shall not be considered to have terminated for purposes of the AXP Stock Plans as a result of the Distribution and such employment shall only be considered to terminate for purposes of the AXP Stock Plans when the employment of such Ameriprise Participant with the Ameriprise Group terminates. The number of shares of AXP Common Stock to which a Remaining AXP LOI held by an Ameriprise Participant relates shall be adjusted to equal the product of (x) the number of shares of AXP Common Stock to which the corresponding AXP LOI relates immediately prior to the Distribution Date and (y) the AXP Share Ratio, with fractional shares rounded to the nearest whole share.

        (b)      Unvested AXP LOIs.     Except as otherwise expressly provided in any written agreement entered into between AXP and any Ameriprise Participant and provided to Ameriprise, each AXP LOI outstanding under the AXP Stock Plans held by an Ameriprise Employee as of the Distribution Date that would not be vested or treated as vested as of the Measurement Date, as determined in accordance with Section 7.4(a) above, shall be substituted with a letter of intent evidencing a promise to deliver shares of Ameriprise Common Stock (each, an " Ameriprise LOI ") issued under the Ameriprise Stock Plan and subject to terms and conditions after the Distribution that are substantially similar to the terms and conditions applicable to the corresponding AXP LOI immediately prior to the Distribution. The number of shares of Ameriprise Common Stock to which an Ameriprise LOI relates will equal the product of (x) the number of shares of AXP Common Stock to which the corresponding AXP LOI relates immediately prior to the Distribution Date and (y) the Ameriprise Share Ratio, with fractional shares rounded to the nearest whole share.

        (c)      Serial Severance Employees.     Notwithstanding anything in this Section 7.4 to the contrary, all outstanding AXP LOIs held by Serial Severance Employees under the AXP Stock Plans as of the Distribution Date, regardless of when such AXP LOIs would otherwise vest, shall be treated as Remaining AXP LOIs in accordance with Section 7.4(a) above.

        (d)      Delayed Transfer Employees.     

        (i)    Each AXP LOI outstanding under the AXP Stock Plans and held by a Delayed Transfer Employee as of such Delayed Transfer Employee's Transfer Date that would have become vested (A) in accordance with the applicable retirement practices and policies of AXP had the Delayed Transfer Employee retired immediately prior to the Measurement Date or (B) in the event such Delayed Transfer Employee's Transfer Date occurs prior to the Measurement Date, would have become vested, in accordance with its terms, by the Measurement Date had such Delayed Transfer Employee remained employed by AXP or its Affiliates until the Measurement Date, shall remain an AXP LOI issued under the AXP Stock Plans (each such AXP LOI, a " Delayed Transfer AXP LOI "). Each Delayed Transfer AXP LOI shall be subject to the same terms and conditions after a Delayed Transfer Employee's Transfer Date as the terms and conditions applicable to the corresponding AXP LOI immediately prior to such Delayed Transfer Employee's Transfer Date, it being understood that by reason of Ameriprise and members of the Ameriprise Group each continuing to be a "participating company" in the AXP Stock Plans, the employment of a Delayed Transfer Employee who holds any Delayed Transfer AXP LOIs shall not be considered terminated for purposes of the AXP Stock Plans as a result of such Delayed Transfer Employee's transfer to the AMP Group in connection with the Distribution and such employment shall only be

27

considered to terminate for purposes of the AXP Stock Plans when the employment of such Delayed Transfer Employee with the Ameriprise Group terminates.

        (ii)   Each AXP LOI outstanding under the AXP Stock Plans held by a Delayed Transfer Employee as of such Delayed Transfer Employee's Transfer Date that would not be treated as vested, as determined in accordance with Section 7.4(d)(i) above, shall be substituted with a letter of intent evidencing a promise to deliver shares of Ameriprise Common Stock (each, a " Delayed Transfer Ameriprise LOI ") issued under the Ameriprise Stock Plan and subject to terms and conditions after such Delayed Transfer Employee's Transfer Date that are substantially similar to the terms and conditions applicable to the corresponding AXP LOI immediately prior to such Delayed Transfer Employee's Transfer Date. The number of shares of Ameriprise Common Stock to which such a Delayed Transfer Ameriprise LOI relates will equal the product of (x) the number of shares of AXP Common Stock to which the corresponding AXP LOI relates immediately prior to such Delayed Transfer Employee's Transfer Date and (y) the Delayed Share Ratio, with fractional shares rounded to the nearest whole share.

        7.5   TREATMENT OF OUTSTANDING PORTFOLIO GRANTS.

        (a)      Assumption of Liability.     Effective as of the Effective Time, Ameriprise shall assume responsibility for all Liabilities and fully perform, pay and discharge all obligations, when such obligations become due, relating to the Outstanding PG Awards held, as of the Distribution Date, by Ameriprise Participants (such assumed Outstanding PG Awards, the " Ameriprise PG Awards ").

        (b)      Terms and Conditions.     Ameriprise PG Awards shall be issued pursuant to the Ameriprise Stock Plan. Except with respect to performance goals and targets, Ameriprise PG Awards shall be subject to terms and conditions after the Distribution that are substantially similar to the terms and conditions applicable to the corresponding Outstanding PG Awards immediately prior to the Distribution. With respect to the performance goals and targets relating to each of the Ameriprise PG Awards, such performance goals and targets shall be adjusted by Ameriprise, in its sole discretion, in accordance with their terms (including, without limitation, the terms of the Ameriprise Stock Plan and any related award agreement).

        7.6   DETRIMENTAL CONDUCT PROVISIONS.    Ameriprise hereby acknowledges that any Detrimental Conduct Provisions applicable to the Remaining AXP Options, Remaining AXP Restricted Stock, or Remaining AXP LOIs held by Ameriprise Participants and any Detrimental Conduct Provisions applicable to Delayed Transfer AXP Options, Delayed Transfer AXP Restricted Stock or Delayed Transfer AXP LOIs held by Delayed Transfer Employees shall continue in full force and effect following the Distribution. In addition, Ameriprise agrees to use reasonable commercial efforts to provide AXP with any Information reasonably requested by AXP in connection with the enforcement of such Detrimental Conduct Provisions. Furthermore, the Parties acknowledge that with respect to any Ameriprise Participant who holds Remaining AXP Options, Remaining AXP Restricted Stock, or Remaining AXP LOIs and any Delayed Transfer Employee who holds Delayed Transfer AXP Options, Delayed Transfer AXP Restricted Stock or Delayed Transfer AXP LOIs, AXP will waive any violation of the Detrimental Conduct Provisions applicable to such awards that would otherwise be caused by the employment, in and of itself, of such holder with Ameriprise or any member of the Ameriprise Group.

        7.7   SEC REGISTRATION.    The Parties mutually agree to use commercially reasonable efforts to maintain effective registration statements with the SEC with respect to the long-term incentive awards described in this Article VII, to the extent any such registration statement is required by applicable Law.

        7.8   SAVINGS CLAUSE.    The Parties hereby acknowledge that the provisions of this Article VII are intended to achieve certain tax, legal and accounting objectives and, in the event such objectives are not achieved, the Parties agree to negotiate in good faith regarding such other actions that may be necessary or appropriate to achieve such objectives.

28

ARTICLE VIII

ADDITIONAL COMPENSATION MATTERS; SEVERANCE

        8.1   ANNUAL INCENTIVE AWARDS.

        (a)     Ameriprise Assumption of Annual Incentive Liability .    Effective as of the Effective Time, Ameriprise shall assume or retain, as applicable, responsibility for all Liabilities and fully perform, pay and discharge all obligations, when such obligations become due, relating to any annual incentive awards that any Ameriprise Participant is eligible to receive with respect to calendar year 2005 and, effective as of the Effective Time, AXP shall have no obligation with respect to any such annual incentive award.

        (b)     AXP Assumption of Annual Incentive Liability .    Effective as of the Effective Time, AXP shall assume or retain, as applicable, responsibility for all Liabilities and fully perform, pay and discharge all obligations relating to any annual incentive awards that any AXP Participant is eligible to receive with respect to calendar year 2005 and, effective as of the Effective Time, Ameriprise shall have no obligation with respect thereto.

        8.2   DEFERRED COMPENSATION.

        (a)     Outstanding Deferred Compensation Liabilities .    Effective as of the Effective Time, Ameriprise shall assume or retain, as applicable, responsibility for all Liabilities and fully perform, pay and discharge all obligations, when such obligations become due, relating to the deferred compensation accounts of Ameriprise Participants under the AXP Deferred Compensation Plans as of the Distribution Date. Such deferred compensation accounts shall be subject to terms and conditions that are substantially similar to the terms and conditions of the AXP Deferred Compensation Plans as in effect immediately prior to the Distribution Date, it being understood that the crediting rates applicable to each such deferred compensation account shall be determined in accordance with the terms and conditions of the applicable Ameriprise Deferred Compensation Plan and the principles set forth on Schedule I attached hereto. Notwithstanding anything in this Section 8.2(a) to the contrary, with respect to those Ameriprise Participants who, as of the Distribution Date, could have elected to retire in accordance with the applicable retirement practices and policies of AXP and who previously were employed by CHQ, AEB or TRS (the " AXP DC Participants "), AXP shall retain all Liabilities (including future interest accruals) and fully perform, pay and discharge all obligations related to that portion of the deferred compensation accounts of the AXP DC Participants under the AXP Deferred Compensation Plans that was deferred by each AXP DC Participant while employed by CHQ, AEB or TRS (the " AXP DC Participant Accounts "). Following the Distribution, the AXP DC Participant Accounts shall continue to be subject to the terms and conditions of the AXP Deferred Compensation Plans, as in effect from time to time, it being understood that the employment of an AXP DC Participant shall not be considered to have terminated as a result of the Distribution, and such employment shall only be considered to terminate for purposes of the AXP Deferred Compensation Plans when the employment of such AXP DC Participant with the Ameriprise Group terminates in accordance with the terms of the Ameriprise Deferred Compensation Plan. Ameriprise shall retain all Liabilities (including future interest accruals) and fully perform, pay and discharge all obligations related to that portion of the deferred compensation accounts of the AXP DC Participants under the AXP Deferred Compensation Plans that was deferred by each AXP DC Participant while employed by the Ameriprise Group.

        (b)     Continuing Elections .    All elections by Ameriprise Participants with respect to outstanding deferred compensation account balances retained or assumed by Ameriprise in accordance with this Section 8.2 that were controlling under the terms of the applicable AXP Deferred Compensation Plan prior to the Distribution shall continue in effect with respect to such account balances until a new election that by its terms supersedes such original election is made by such Ameriprise Participant in accordance with applicable Law and the terms and conditions applicable to such account balances.

29

        (c)     2005 Termination Election .    In accordance with Q&A 20 of Internal Revenue Service Notice 2005-1, Ameriprise intends to offer all Ameriprise Participants who have outstanding deferred compensation account balances under any of the AXP Deferred Compensation Plans that are to be retained or assumed by Ameriprise in accordance with this Section 8.2 the right to irrevocably elect to terminate participation in such plans and to receive all such outstanding deferred compensation account balances in a lump sum cash payment to be made by Ameriprise as soon as reasonably practicable after such Ameriprise Participant properly files such election with Ameriprise, but in no event later than December 31, 2005.

        8.3    AMERIPRISE EXECUTIVE CASH RETENTION BONUSES.    Ameriprise hereby acknowledges and agrees that it shall have full responsibility with respect to any Liabilities and the payment or performance of any obligations arising out of or relating to the arrangements listed on Schedule J attached hereto.

        8.4    SEVERANCE PLANS.

        (a)     Establishment of Ameriprise Severance Plans .    Effective as of the Distribution Date, Ameriprise shall take all steps necessary to establish (i) the Ameriprise Financial Senior Executive Severance Plan for those Ameriprise Employees who, immediately prior to the Distribution Date, were eligible to participate in the American Express Senior Executive Severance Plan and (ii) the Ameriprise Financial Severance Pay Plan for all Ameriprise Employees who, immediately prior to the Distribution Date, were eligible to participate in the American Express Severance Pay Plan (the Ameriprise Senior Executive Severance Plan and the Ameriprise Severance Pay Plan referred to herein collectively as the " Ameriprise Severance Plans ").

        (b)     Assumption of Severance Liabilities .    Effective as of the Effective Time, Ameriprise shall assume or retain, as applicable, responsibility for all Liabilities and fully perform, pay and discharge all obligations, when such obligations become due, relating to any severance benefit to which an Ameriprise Participant is entitled under an AXP Severance Plan as of the Distribution Date.

        (c)     Severance Benefits .    With respect to any Ameriprise Participant or Delayed Transfer Employee who becomes eligible to receive severance benefits pursuant to an Ameriprise Severance Plan during the period commencing on the Close of the Distribution Date and ending on the first anniversary of the Distribution Date, the applicable Ameriprise Severance Plan shall provide to such Ameriprise Participant an amount of severance benefit that is not less than the number of weeks of pay that such Ameriprise Participant would have received under the corresponding AXP Severance Plan as in effect immediately prior to the Distribution Date.

        (d)     Effect of the Separation on Severance .    AXP and Ameriprise acknowledge and agree that the transactions contemplated by the Separation and Distribution Agreement will not constitute a termination of employment of any Ameriprise Participant for purposes of any policy, plan, program or agreement of AXP or Ameriprise or any member of the AXP Group or Ameriprise Group that provides for the payment of severance, separation pay, salary continuation or similar benefits in the event of a termination of employment.

        8.5    WORKERS' COMPENSATION LIABILITIES.

        (a)     Pre-Distribution Date Claims .    Except as set forth below, all workers' compensation Liabilities relating to, arising out of, or resulting from any claim by an Ameriprise Employee or Former Ameriprise Employee that results from an accident, incident or event occurring, or from an occupational disease which becomes manifest, before the Effective Time shall be retained by Ameriprise. Notwithstanding the foregoing, Ameriprise shall not assume or retain any workers' compensation Liability relating to, arising out of, or resulting from any claim by an Ameriprise Employee that results from an accident, incident or event occurring, or from an occupational disease which becomes manifest, while such Ameriprise Employee was employed by any member of the AXP

30

Group (such a claim, an " AXP Retained Claim "). All workers' compensation Liabilities relating to, arising out of, or resulting from (i) any AXP Retained Claim or (ii) any claim by an AXP Employee or Former AXP Employee that results from an accident, incident, or event occurring, or from an occupational disease which becomes manifest before the Effective Time shall be retained by AXP.

        (b)     Post-Distribution Date Claims .    All workers' compensation Liabilities relating to, arising out of, or resulting from any claim by an Ameriprise Employee or Former Ameriprise Employee that results from an accident, incident or event occurring, or from an occupational disease which becomes manifest, on or after the Effective Time shall be retained by Ameriprise. All workers' compensation Liabilities relating to, arising out of, or resulting from any claim by an AXP Employee or Former AXP Employee that results from an accident, incident or event occurring, or from an occupational disease which becomes manifest, on or after the Effective Time shall be retained by AXP.

        (c)     Delayed Transfer Employees .    All workers' compensation Liabilities relating to, arising out of, or resulting from any claim by an Ameriprise Delayed Transfer Employee that results from an accident, incident or event occurring, or from an occupational disease which becomes manifest, before such Ameriprise Delayed Transfer Employee's Transfer Date shall be assumed or retained, as applicable, by Ameriprise. All workers' compensation Liabilities relating to, arising out of, or resulting from any claim by an AXP Delayed Transfer Employee that results from an accident, incident or event occurring, or from an occupational disease which becomes manifest, before such AXP Delayed Transfer Employee's Transfer Date shall be assumed or retained, as applicable, by AXP. All workers' compensation Liabilities relating to, arising out of, or resulting from any claim by a Delayed Transfer Employee that results from an accident, incident or event occurring, or from an occupational disease which becomes manifest, on or after such Delayed Transfer Employee's Transfer Date shall be retained or assumed, as applicable, by Ameriprise. For purposes of this Section 8.5(c), (i) "Ameriprise Delayed Transfer Employee" means any Delayed Transfer Employee who, prior to such Delayed Transfer Employee's Transfer Date, devotes a majority of his or her time to performing services for Ameriprise, and (ii) "AXP Delayed Transfer Employee" means any Delayed Transfer Employee who, prior to such Delayed Transfer Employee's Transfer Date, devotes a majority of his or her time to performing services for AXP, in each case as determined in good faith by the Parties.

        (d)     General .    For purposes of this Section 8.5, a compensable injury shall be deemed to be sustained upon the occurrence of the event giving rise to eligibility for workers' compensation benefits or an occupation disease becomes manifest, as the case may be. AXP and Ameriprise shall cooperate in good faith with respect to the notification to appropriate governmental agencies of the Distribution and the issuance of new, or the transfer of existing, workers' compensation insurance policies and claims handling contracts.

        8.6    SECTION 162(m).    Notwithstanding anything in this Agreement to the contrary (including, without limitation, the treatment of outstanding long-term incentive awards and annual incentive awards as described herein), the Parties agree to negotiate in good faith regarding any alternative treatment of any outstanding long-term incentive award, annual incentive award or other compensation to which any Ameriprise Participant who is a "covered employee" of Ameriprise (within the meaning of Section 162(m) of the Code) may be entitled to ensure that the payment of such long-term incentive award, annual incentive award or other compensation is deductible by the Party responsible for the payment thereof or otherwise entitled to the deduction related thereto.

31

ARTICLE IX

UK PENSION ISSUES

        9.1   UK PENSION ASSET TRANSFER.

        (a)     Establishment of Ameriprise UK Retirement Plan .    Effective as of the Distribution Date, Ameriprise shall, or shall cause one or more members of the Ameriprise Group to, establish an occupational defined benefit pension plan to provide retirement benefits to Ameriprise Participants who immediately prior to the Distribution Date were participants in, or entitled to present or future benefits (whether or not vested) under, the AXP UK Plan (such defined benefit pension plan, the " Ameriprise UK Retirement Plan " and such Ameriprise Participants, the " Ameriprise UK Plan Participants "). For the avoidance of doubt, Ameriprise shall procure that each of the Ameriprise Employees who was a member of the AXP UK Plan immediately prior to the Distribution Date is invited to become a member of the Ameriprise UK Retirement Plan with effect from the Distribution Date. Ameriprise undertakes to ensure that the Ameriprise UK Retirement Plan (i) is an exempt approved scheme under UK Income and Corporation Taxes Act 1988, (ii) is a scheme which is contracted out on a reference scheme basis, (iii) is capable of receiving the Transfer Amount without prejudicing the status of the AXP UK Plan as an exempt approved scheme and without requiring the consent of the Ameriprise UK Plan Participants to the transfer, and (iv) for a period of not less than twelve (12) months from the Distribution Date, provides benefits in respect of the future service of each Ameriprise Employee who is an Ameriprise UK Plan Participant which are, in the opinion of the AXP UK Actuary, substantially comparable in the aggregate to the benefits provided by the AXP UK Scheme as in effect immediately prior to the Distribution Date.

        (b)     Assumption of AXP UK Plan Liabilities .    Effective as of the Payment Date, Ameriprise (acting directly or through its Affiliates) hereby agrees to cause the Ameriprise UK Retirement Plan to accept the Transfer Amount in full and final settlement of all claims against the AXP UK Plan in respect of the Ameriprise UK Plan Participants (whose consent shall not be required). Subject to the payment of the Transfer Amount in accordance with Section 9.1(c) below, Ameriprise shall procure that the Ameriprise UK Retirement Plan shall provide benefits in respect of each Ameriprise UK Plan Participant which are, in the case of any pensioner, deferred pensioner or pension credit member, identical to those provided under the AXP UK Plan to such Ameriprise UK Plan Participant immediately prior to the Distribution Date and otherwise in respect of pensionable service (including transfer credits) of each Ameriprise UK Plan Participant at least equal to those required to allow the rights and entitlements of the Ameriprise UK Plan Participants in the AXP UK Plan to be transferred to the Ameriprise UK Retirement Plan without consent in accordance with the provisions of Regulation 12 of The Occupational Pension Schemes (Preservation of Benefit) Regulations 1991 and actuarial guidance note GN16 (as either may be in force at the Payment Date).

        (c)     Transfer of AXP UK Plan Assets .

          (i)  As soon as reasonably practicable following the Distribution Date, AXP shall cause the AXP UK Actuary to determine the UK Transfer Amount. Within thirty (30) days of the calculation of the UK Transfer Amount by the AXP UK Actuary, the Ameriprise UK Actuary shall verify and agree to such UK Transfer Amount. AXP and Ameriprise undertake to procure that all such Information as shall be reasonably required by the AXP UK Actuary and the Ameriprise UK Actuary for the purpose of calculating and verifying the UK Transfer Amount shall be promptly provided to them and that all such Information shall (to the best of their knowledge and belief) be true, complete and accurate in all material respects as of the date the Information is required for the purposes of this Section 9.1. If the AXP UK Actuary and the Ameriprise UK Actuary are unable to agree to the UK Transfer Amount within thirty (30) days of its calculation by the AXP

32

UK Actuary, the matter shall be referred to an independent actuary in accordance with Section 9.1(e) hereof.

         (ii)  The Transfer Amount is only payable if the following conditions have been and remain satisfied: (A) the Ameriprise UK Retirement Plan has been established as an exempt approved and contracted out scheme and Ameriprise has delivered to AXP a copy of (1) the initial letter from HM Customs and Revenue confirming such approval and (2) the contracting out certificate issued by the National Insurance Services to Pensions Industry with respect to the Ameriprise UK Retirement Plan; (B) HM Customs and Revenue have consented to the transfer of the Transfer Amount; (C) the AXP UK Actuary has issued a GN16 certificate in respect of the transfer of the Transfer Amount; (D) the requirements of Regulation 12 of the Occupational Pension Schemes (Preservation of Benefit) Regulations 1991 are satisfied (including any notice requirements); and (E) the UK Transfer Amount has been agreed or determined in accordance with this Section 9.1.

        (iii)  Subject to satisfaction of the conditions set forth in Section 9.1(c)(ii) above, AXP shall use all reasonable endeavours to procure that the AXP UK Plan shall, on the Payment Date, transfer the Transfer Amount to the Ameriprise UK Retirement Plan such assets as the respective plans may agree, the mid-market value of which is equal to the Transfer Amount. To the extent the AXP UK Plan and the Ameriprise UK Retirement Plan are unable to agree to the appropriate asset transfer, cash equal to the Transfer Amount (reduced by 5% to cover encashment costs) shall be transferred in full settlement and satisfaction of the obligations of AXP and the AXP UK Plan pursuant to this Section 9.1.

        (d)     Funding .    Without regard to whether such funding is required by applicable Law, Ameriprise shall ensure that the Ameriprise UK Retirement Plan will be maintained at (or returned to) a fully funded (100%) position as determined on a "PBO" basis within five (5) years of the Distribution Date.

        (e)     Independent Actuary .    Any disagreement or dispute between the AXP UK Actuary and the Ameriprise UK Actuary concerning any matter to be agreed to by them under this Section 9.1 shall be referred to an independent actuary for determination. The Parties shall jointly appoint the independent actuary. If the Parties fail to reach agreement on the appointment of an independent actuary, either AXP or Ameriprise may request the President for the time being of the Institute of Actuaries to nominate an independent actuary, the Parties shall then appoint such nominee. The determination and certificate of the independent actuary shall (in the absence of clear or manifest error) be final and binding on the Parties. In addition, the Parties shall comply with and shall respectively procure that the AXP UK Plan and the Ameriprise UK Retirement Plan and their respective agents comply with any directions of the independent actuary made to facilitate his investigation or determination. The costs and fees of the independent actuary shall be paid one half by AXP and one half by Ameriprise unless the independent actuary determines some other division between the Parties (such determination to be final and binding).

        (f)     AVCs .    Nothing in this Section 9.1 shall apply to AVCs or to the benefits secured by them. However, AXP will use all reasonable endeavours to procure that the AXP UK Plan will transfer the assets representing the Ameriprise UK Plan Participants' AVCs to the Ameriprise UK Retirement Plan. Ameriprise will ensure that the Ameriprise UK Retirement Plan provides benefits for the Ameriprise UK Plan Participants which are equivalent to those assets.

        (g)     No Assistance .    Ameriprise shall not (and shall procure that its Affiliates shall not) encourage or assist or initiate or facilitate any action for the purpose of requiring the AXP UK Plan to pay an amount larger than the Transfer Amount to the Ameriprise UK Retirement Plan.

33

ARTICLE X

INDEMNIFICATION

        10.1    GENERAL INDEMNIFICATION.    Article IV of the Separation and Distribution Agreement applies to this Agreement as if such Article were set forth herein and all references to "Agreement" in such Article IV shall be deemed to be references to this Agreement.

ARTICLE XI

GENERAL AND ADMINISTRATIVE

        11.1    SHARING OF INFORMATION.    AXP and Ameriprise (acting directly or through their respective Affiliates) shall provide to the other and their respective agents and vendors all Information as the other may reasonably request to enable the requesting party to administer efficiently and accurately each of its Benefit Plans and to determine the scope of, as well as fulfill, its obligations under this Agreement. Such Information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements set forth in the Separation and Distribution Agreement. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAA.

        11.2    REASONABLE EFFORTS/COOPERATION.    Each of the Parties hereto will use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement, including, without limitation, adopting plans or plan amendments. Each of the Parties hereto shall cooperate fully on any issue relating to the transactions contemplated by this Agreement for which the other Party seeks a determination letter or private letter ruling from the IRS, an advisory opinion from the DOL or any other filing, consent or approval with respect to or by a Governmental Authority.

        11.3    EMPLOYER RIGHTS.    Subject to Ameriprise's obligations pursuant to Section 2.3 of this Agreement, nothing in this Agreement shall prohibit Ameriprise or any Ameriprise Affiliate from amending, modifying or terminating any Ameriprise Benefit Plan at any time within its sole discretion. In addition, nothing in this Agreement shall prohibit AXP or any AXP Affiliate from amending, modifying or terminating any AXP Benefit Plan at any time within its sole discretion.

        11.4    NON-TERMINATION OF EMPLOYMENT; NO THIRD-PARTY BENEFICIARIES.    Except as expressly provided for in this Agreement or the Separation and Distribution Agreement, no provision of this Agreement or the Separation and Distribution Agreement shall be construed to create any right, or accelerate entitlement, to any compensation or benefit whatsoever on the part of any AXP Employee or Ameriprise Employee or other future, present, or former employee of any member of the AXP Group or Ameriprise Group under any AXP Benefit Plan or Ameriprise Benefit Plan or otherwise. Without limiting the generality of the foregoing, except as expressly provided in this Agreement, the occurrence of the Distribution alone shall not cause any employee to be deemed to have incurred a termination of employment which entitles such individual to the commencement of benefits under any of the AXP Benefit Plans. Furthermore, this Agreement is solely for the benefit of the Parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or persons any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. Furthermore, nothing in this Agreement is intended to confer upon any employee or former employee of AXP, Ameriprise or

34

either of their respective Affiliates any right to continued employment, or any recall or similar rights to an individual on layoff or any type of approved leave.

        11.5    CONSENT OF THIRD PARTIES.    If any provision of this Agreement is dependent on the Consent of any third party and such consent is withheld, the Parties hereto shall use their reasonable best efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the parties hereto shall negotiate in good faith to implement the provision in a mutually satisfactory manner.

        11.6    ACCESS TO EMPLOYEES.    Following the Distribution Date, AXP and Ameriprise shall, or shall cause each of their respective Affiliates to, make available to each other those of their employees who may reasonably be needed in order to defend or prosecute any legal or administrative action (other than a legal action between AXP and AMP) to which any employee, director or Benefit Plan of the AXP Group or Ameriprise Group is a party and which relates to their respective Benefit Plans prior to the Distribution Date. The Party to whom an employee is made available in accordance with this Section 11.6 shall pay or reimburse the other Party for all reasonable expenses which may be incurred by such employee in connection therewith, including, without limitation, all reasonable travel, lodging, and meal expenses, but excluding any amount for such employee's time spent in connection herewith.

        11.7    BENEFICIARY DESIGNATION/RELEASE OF INFORMATION/RIGHT TO REIMBURSEMENT.    To the extent permitted by applicable Law and except as otherwise provided for in this Agreement, all beneficiary designations, authorizations for the release of Information and rights to reimbursement made by or relating to Ameriprise Participants under AXP Benefit Plans shall be transferred to and be in full force and effect under the corresponding Ameriprise Benefit Plans until such beneficiary designations, authorizations or rights are replaced or revoked by, or no longer apply, to the relevant Ameriprise Participant.

        11.8    NOT A CHANGE IN CONTROL.    The Parties hereto acknowledge and agree that the transactions contemplated by the Separation and Distribution Agreement and this Agreement do not constitute a "change in control" for purposes of any AXP Benefit Plan or Ameriprise Benefit Plan.

ARTICLE XII

MISCELLANEOUS

        12.1    EFFECT IF DISTRIBUTION DOES NOT OCCUR.    Notwithstanding anything in this Agreement to the contrary, if the Separation and Distribution Agreement is terminated prior to the Effective Time, then all actions and events that are, under this Agreement, to be taken or occur effective immediately prior to, as of or following the Distribution Date, or otherwise in connection with the Separation, shall not be taken or occur except to the extent specifically agreed to in writing by AXP and Ameriprise and neither Party shall have any Liability or further obligation to the other Party under this Agreement.

        12.2    RELATIONSHIP OF PARTIES.    Nothing in this Agreement shall be deemed or construed by the Parties or any third party as creating the relationship of principal and agent, partnership or joint venture between the Parties, it being understood and agreed that no provision contained herein, and no act of the Parties, shall be deemed to create any relationship between the Parties other than the relationship set forth herein.

        12.3    AFFILIATES.    Each of AXP and Ameriprise shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by each of their Affiliates, respectively.

35

        12.4    NOTICES.    All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed given to a party when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile with confirmation of transmission by the transmitting equipment; or (c) received or rejected by the addressee, if sent by certified mail, return receipt requested, in each case to the following addresses and facsimile numbers and marked to the attention of the person (by name or title) designated below (or to such other address, facsimile number or person as a party may designate by notice to the other parties):

(a)

if to AXP, to:

American Express Company
200 Vesey Street
New York, New York 10285-4905
Attention: Gilbert E. Ahye

with copies to:

American Express Company
200 Vesey Street
New York, New York 10285-4905
Attn: General Counsel

Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
Attention: A. Richard Susko, Esq.

and

Harter, Secrest & Emery LLP
1600 Bausch and Lomb Place
Rochester, New York 14604
Attention: Paul W. Holloway, Esq.

(b)

if to Ameriprise, to:

Ameriprise Financial, Inc.
1546 Ameriprise Financial Center
Minneapolis, Minnesota 55474
Attention: Walter Berman

with a copy to:

Ameriprise Financial, Inc.
1546 Ameriprise Financial Center
Minneapolis, Minnesota 55474
Attention: General Counsel

        12.5    ENTIRE AGREEMENT.    This Agreement, the Separation and Distribution Agreement, and each other Ancillary Agreement, including any annexes, schedules and exhibits hereto and thereto, as well as any other agreements and documents referred to herein and therein, shall together constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all prior negotiations, agreements and understandings of the parties of any nature, whether oral or written, with respect to such subject matter.

36

        12.6    AMENDMENTS AND WAIVERS.    This Agreement may not be modified or amended except by an instrument or instruments in writing signed by an authorized officer of each Party. Except as otherwise provided in this Agreement, any failure of any of the Parties to comply with any obligation, covenant, agreement or condition herein may be waived by the Party entitled to the benefits thereof only by a written instrument signed by an authorized officer of the Party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

        12.7    GOVERNING LAW.    This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of New York, without giving effect to the conflicts of laws principles thereof.

        12.8    HEADINGS.    The article, section, paragraph and other headings contained in this Agreement are inserted for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

        12.9    COUNTERPARTS.    This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same Agreement.

        12.10    ASSIGNMENT.    This Agreement may not be assigned by either Party without the written consent of the other Party. No such assignment shall relieve either Party of any of its rights and obligations hereunder.

        12.11    SEVERABILITY. The invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or enforceability of this Agreement or of any other term or provision of this Agreement, which shall remain in full force and effect. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, each Party hereby agrees that such restriction may be enforced to the maximum extent permitted by Law, and each Party hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.

Remainder of this page intentionally left blank.

37

        IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

38

QuickLinks

Exhibit 10.3

Exhibit 10.4

AMERIPRISE FINANCIAL
2005 INCENTIVE COMPENSATION PLAN
(As Adopted                           , 2005)

1.      Purpose of the Plan

        This Ameriprise Financial 2005 Stock Incentive Plan is intended to promote the interests of the Company and its shareholders by providing the employees and independent contractors of the Company and eligible non-employee directors of Ameriprise Financial, who are largely responsible for the management, growth and protection of the business of the Company, with incentives and rewards to encourage them to continue in the service of the Company. The Plan is designed to meet this intent by providing such employees, independent contractors and eligible non-employee directors with a proprietary interest in pursuing the long-term growth, profitability and financial success of the Company.

2.      Definitions

        As used in the Plan or in any instrument governing the terms of any Incentive Award, the following definitions apply to the terms indicated below:

        (a)   "Ameriprise Financial" means Ameriprise Financial, Inc., a Delaware corporation and any successor thereto.

        (b)   "Board of Directors" means the Board of Directors of Ameriprise Financial.

        (c)   "Cash Incentive Award" means an award granted pursuant to Section 8 of the Plan.

        (d)   "Code" means the Internal Revenue Code of 1986, as amended from time to time, and all regulations, interpretations and administrative guidance issued thereunder.

        (e)   "Committee" means the Compensation and Benefits Committee of the Board of Directors or such other committee as the Board of Directors shall appoint from time to time to administer the Plan and to otherwise exercise and perform the authority and functions assigned to the Committee under the terms of the Plan.

        (f)    "Common Stock" means Ameriprise Financial's Common Stock, $0.01 par value per share, or any other security into which the common stock shall be changed pursuant to the adjustment provisions of Section 10 of the Plan.

        (g)   "Company" means Ameriprise Financial and all of its Subsidiaries, collectively.

        (h)   "Covered Employee" means a Participant who at the time of reference is a "covered employee" as defined in Section 162(m) of the Code.

        (i)    "Deferred Compensation Plan" means the Ameriprise Financial Deferred Compensation Plan, Ameriprise Financial Deferred Compensation Plan for Outside Directors, Ameriprise Financial Deferred Compensation Plan for Financial Advisors or any other plan, agreement or arrangement maintained by the Company from time to time that is established or maintained under this Plan and that provides opportunities for deferral of compensation.

        (j)    "Director" means a member of the Board of Directors who is not at the time of reference an employee of the Company.

        (k)   "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        (l)    "Fair Market Value" means, with respect to a share of Common Stock, as of the applicable date of determination (i) the average of the high and low sales prices on the immediately preceding

business day of a share of Common Stock as reported on the principal securities exchange on which shares of Common Stock are then listed or admitted to trading or (ii) if not so reported, the average of the closing bid and ask prices on the immediately preceding business day as reported on the National Association of Securities Dealers Automated Quotation System or (iii) if not so reported, as furnished by any member of the National Association of Securities Dealers, Inc. selected by the Committee. In the event that the price of a share of Common Stock shall not be so reported, the Fair Market Value of a share of Common Stock shall be determined by the Committee in its sole discretion.

        (m)  "Incentive Award" means one or more Stock Incentive Awards and Cash Incentive Awards, collectively.

        (n)   "Incentive Pool" means an amount available to be paid to one or more Participants as Peformance-Based Compensation, which amount is determined in accordance with Section 162(m) of the Code.

        (o)   "Option" means a stock option to purchase shares of Common Stock granted to a Participant pursuant to Section 6.

        (p)   "Other Stock-Based Award" means an award granted to a Participant pursuant to Section 7.

        (q)   "Participant" means a Director, employee or independent contractor of the Company who is eligible to participate in the Plan and to whom one or more Incentive Awards have been granted pursuant to the Plan and, following the death of any such Person, his successors, heirs, executors and administrators, as the case may be.

        (r)   "Performance-Based Compensation" means compensation that satisfies the requirements of Section 162(m) of the Code for deductibility of remuneration paid to Covered Employees.

        (s)   "Performance Measures" means such measures as are described in Section 9 on which performance goals are based in order to qualify certain awards granted hereunder as Performance-Based Compensation.

        (t)    "Performance Percentage" means the factor determined pursuant to a Performance Schedule that is to be applied to a Target Award or Incentive Pool and that reflects actual performance compared to the Performance Target.

        (u)   "Performance Period" means the period of time during which the performance goals must be met in order to determine the degree of payout and/or vesting with respect to an Incentive Award that is intended to qualify as Performance-Based Compensation. Performance Periods may be overlapping.

        (v)   "Performance Schedule" means a schedule or other objective method for determining the applicable Performance Percentage to be applied to each Target Award or Incentive Pool.

        (w)  "Performance Target" means performance goals and objectives with respect to a Performance Period.

        (x)   "Person" means a "person" as such term is used in Section 13(d) and 14(d) of the Exchange Act, including any "group" within the meaning of Section 13(d)(3) under the Exchange Act.

        (y)   "Plan" means this Ameriprise Financial 2005 Incentive Compensation Plan, as it may be amended from time to time.

        (z)   "Related Employment" means the employment or performance of services by an individual for any Person other than the Company, provided , that (a) such employment or performance of services is undertaken by the individual at the request of the Company, (b) immediately prior to undertaking such employment or performance of services, the individual was employed by or performing services for the Company or was engaged in Related Employment as herein defined and (c) such employment or

2

performance of services is in the best interests of the Company and is recognized by the Committee, in its discretion, as Related Employment.

        (aa) "Securities Act" means the Securities Act of 1933, as amended.

        (bb) "Stock Incentive Award" means an Option or Other Stock-Based Award granted pursuant to the terms of the Plan.

        (cc) "Subsidiary" means any "subsidiary" within the meaning of Rule 405 under the Securities Act.

        (dd) "Substitution Awards" means Incentive Awards issued under the Plan in accordance with the terms of the Employee Benefits Agreement, by and between American Express Company and Ameriprise Financial, dated as of                           , 2005 (the " EBA ") in substitution of outstanding long-term incentive awards granted under the American Express Company 1998 Incentive Compensation Plan in connection with the Distribution (as defined in the EBA).

        (ee) "Target Award" means a Cash Incentive Award of a specific dollar amount or portion of an Incentive Pool, determined by the Committee, pursuant to Performance Measures as described in Section 9.

        (ff) "Voting Securities" means, at any time, Ameriprise Financial's then outstanding voting securities.

3.      Stock Subject to the Plan and Limitations on Cash Incentive Awards

        (a)      Stock Subject to the Plan     

        The maximum number of shares of Common Stock that may be covered by Incentive Awards granted under the Plan shall not exceed 36.3 million shares of Common Stock in the aggregate. Out of such aggregate, the maximum number of shares of Common Stock that may be covered by Options that are designated as "incentive stock options" within the meaning of Section 422 of the Code shall not exceed 5 million shares of Common Stock. The shares referred to in the preceding sentences of this paragraph shall in each case be subject to adjustment as provided in Section 10 and the following provisions of this Section 3. Shares of Common Stock issued under the Plan may be either authorized and unissued shares or treasury shares, or both, at the sole discretion of the Committee.

        For purposes of the preceding paragraph, shares of Common Stock covered by Incentive Awards shall only be counted as used to the extent they are actually issued and delivered to a Participant (or such Participant's permitted transferees as described in the Plan) pursuant to the Plan, and shares covered by Substitution Awards that are not counted as used pursuant to this Section 3 shall be available for use in connection with any other Incentive Awards. For purposes of clarification, in accordance with the preceding sentence if an Incentive Award is settled for cash or if shares of Common Stock are withheld to pay the exercise price of an Option or to satisfy any tax withholding requirement in connection with an Incentive Award, only the shares issued (if any), net of the shares withheld, will be deemed delivered for purposes of determining the number of shares of Common Stock that are available for delivery under the Plan. In addition, if shares of Common Stock are issued subject to conditions which may result in the forfeiture, cancellation or return of such shares to the Company, any portion of the shares forfeited, cancelled or returned shall be treated as not issued pursuant to the Plan. In addition, if shares of Common Stock owned by a Participant (or such Participant's permitted transferees as described in the Plan) are tendered (either actually or through attestation) to the Company in payment of any obligation in connection with an Incentive Award, the number of shares tendered shall be added to the number of shares of Common Stock that are available for delivery under the Plan. In addition, if the Company uses cash received by the Company in payment of the exercise price or purchase price in connection with any Incentive Award granted pursuant to the Plan to repurchase shares of Common Stock from any Person, the shares so

3

repurchased will be added to the aggregate number of shares available for delivery under the Plan. For purposes of the preceding sentence, shares of Common Stock repurchased by the Company shall be deemed to have been repurchased using such funds only to the extent that such funds have actually been previously received by the Company and that the Company promptly designates in its books and records that such repurchase was paid for with such funds. Shares of Common Stock covered by Incentive Awards granted pursuant to the Plan in connection with the assumption, replacement, conversion or adjustment of outstanding equity-based awards in the context of a corporate acquisition or merger (within the meaning of Section 303A.08 of the New York Stock Exchange Listed Company Manual) shall not count as used under the Plan for purposes of this Section 3.

        (b)      Individual Award Limits     

        Subject to adjustment as provided in Section 10 and excluding Substitution Awards, the maximum number of shares of Common Stock that may be covered by Incentive Awards granted under the Plan to any single Participant in any calendar year shall not exceed 3 million shares. The amount payable to any Participant with respect to any calendar year for all Cash Incentive Awards for which the Performance Period is not longer than one year shall not exceed $15 million. The amount payable to any Participant with respect to any calendar year for all Cash Incentive Awards for which the Performance Period is longer than one year shall not exceed $10 million. For purposes of the preceding sentences, the phrase "amount payable with respect to any calendar year" means the amount of cash, or value of other property, required to be paid based on the achievement of applicable Performance Measures during a Performance Period that ends in a calendar year, disregarding any deferral pursuant to the terms of a Deferred Compensation Plan unless the terms of the deferral are intended to comply with the requirements for performance-based compensation under Section 162(m) of the Code.

4.      Administration of the Plan

        The Plan shall be administered by a Committee of the Board of Directors consisting of two or more persons, each of whom qualifies as a "non-employee director" (within the meaning of Rule 16b-3 promulgated under Section 16 of the Exchange Act), an "outside director" within the meaning of Treasury Regulation Section 1.162-27(e)(3) and as "independent" within the meaning of any applicable stock exchange or similar regulatory authority. The Committee shall, consistent with the terms of the Plan, from time to time designate those employees and independent contractors of the Company who shall be granted Incentive Awards under the Plan and the amount, type and other terms and conditions of such Incentive Awards. All of the powers and responsibilities of the Committee under the Plan may be delegated by the Committee, in writing, to any subcommittee thereof. In addition, the Committee may from time to time authorize a subcommittee consisting of one or more members of the Board of Directors (including members who are employees of the Company) or employees of Ameriprise Financial to grant Incentive Awards to persons who are not "executive officers" of Ameriprise Financial (within the meaning of Rule 16a-1 under the Exchange Act), subject to such restrictions and limitation as the Committee may specify. In addition, the Board of Directors may, consistent with the terms of the Plan, from time to time grant Incentive Awards to Directors.

        The Committee shall have full discretionary authority to administer the Plan, including discretionary authority to interpret and construe any and all provisions of the Plan and the terms of any Incentive Award (and any agreement evidencing any Incentive Award) granted thereunder and to adopt and amend from time to time such rules and regulations for the administration of the Plan as the Committee may deem necessary or appropriate. Without limiting the generality of the foregoing, the Committee shall determine whether an authorized leave of absence, or absence in military or government service, shall constitute termination of employment and whether employment for any Person other than the Company shall constitute Related Employment for any purposes of the Plan. The employment of a Participant with the Company shall be deemed to have terminated for all purposes of

4

the Plan if such person is employed by or provides services to a Person that is a Subsidiary of the Company and such Person ceases to be a Subsidiary of the Company, unless the Committee determines otherwise. Decisions of the Committee shall be final, binding and conclusive on all parties.

        On or after the date of grant of an Incentive Award under the Plan, the Committee may (i) accelerate the date on which any such Incentive Award becomes vested, exercisable or transferable, as the case may be, (ii) extend the term of any such Incentive Award, including, without limitation, extending the period following a termination of a Participant's employment during which any such Incentive Award may remain outstanding, (iii) waive any conditions to the vesting, exercisability or transferability, as the case may be, of any such Incentive Award or (iv) provide for the payment of dividends or dividend equivalents with respect to any such Incentive Award; provided , that the Committee shall not have any such authority to the extent that the grant of such authority would cause any tax to become due under Section 409A of the Code.

        The Company shall pay any amount payable with respect to an Incentive Award in accordance with the terms of such Incentive Award, provided that the Committee may, in its discretion, defer the payment of amounts payable with respect to an Incentive Award subject to and in accordance with the terms of a Deferred Compensation Plan.

        No member of the Committee shall be liable for any action, omission, or determination relating to the Plan, and Ameriprise Financial shall indemnify and hold harmless each member of the Committee and each other director or employee of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been delegated against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Committee) arising out of any action, omission or determination relating to the Plan, unless, in either case, such action, omission or determination was taken or made by such member, director or employee in bad faith and without reasonable belief that it was in the best interests of the Company.

5.      Eligibility

        The Persons who shall be eligible to receive Incentive Awards pursuant to the Plan shall be those employees and independent contractors of the Company and Directors whom the Committee shall select from time to time, including those key employees (including officers of Ameriprise Financial, whether or not they are Directors) who are largely responsible for the management, growth and protection of the business of the Company. Each Incentive Award granted under the Plan shall be evidenced by an instrument in writing in form and substance approved by the Committee.

6.      Options

        The Committee may from time to time grant Options, subject to the following terms and conditions:

        (a)      Exercise Price     

        The exercise price per share of Common Stock covered by any Option shall be not less than 100% of the Fair Market Value of a share of Common Stock on the date on which such Option is granted, except that this sentence shall not apply to Substitution Awards. The agreement evidencing the award of each Option shall clearly identify such Option as either an "incentive stock option" within the meaning of Section 422 of the Code or as not an incentive stock option.

        (b)      Term and Exercise of Options     

        (1)   Each Option shall become vested and exercisable on such date or dates, during such period and for such number of shares of Common Stock as shall be determined by the Committee on or after

5

the date such Option is granted; provided , however that no Option shall be exercisable after the expiration of ten years from the date such Option is granted; and, provided , further , that each Option shall be subject to earlier termination, expiration or cancellation as provided in the Plan or in the agreement evidencing such Option.

        (2)   Each Option may be exercised in whole or in part; provided , however that no partial exercise of an Option shall be for an aggregate exercise price of less than $1,000. The partial exercise of an Option shall not cause the expiration, termination or cancellation of the remaining portion thereof.

        (3)   An Option shall be exercised by such methods and procedures as the Committee determines from time to time, including without limitation through net physical settlement or other method of cashless exercise.

        (4)   Options may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of a Participant, only by the Participant; provided , however that the Committee may permit Options that are not incentive stock options to be sold, pledged, assigned, hypothecated, transferred, or disposed of, on a general or specific basis, subject to such conditions and limitations as the Committee may determine.

        (c)      Effect of Termination of Employment or Other Relationship     

        The agreement evidencing the award of each Option shall specify the consequences with respect to such Option of the termination of the employment, service as a director or other relationship between the Company and the Participant holding the Option.

        (d)      Special Rules for Incentive Stock Options     

        (1)   The aggregate Fair Market Value of shares of Common Stock with respect to which "incentive stock options" (within the meaning of Section 422 of the Code) are exercisable for the first time by a Participant during any calendar year under the Plan and any other stock option plan of Ameriprise Financial or any of its "subsidiaries" (within the meaning of Section 424 of the Code) shall not exceed $100,000. Such Fair Market Value shall be determined as of the date on which each such incentive stock option is granted. In the event that the aggregate Fair Market Value of shares of Common Stock with respect to such incentive stock options exceeds $100,000, then incentive stock options granted hereunder to such Participant shall, to the extent and in the order required by regulations promulgated under the Code (or any other authority having the force of regulations), automatically be deemed to be non-qualified stock options, but all other terms and provisions of such incentive stock options shall remain unchanged. In the absence of such regulations (and authority), or in the event such regulations (or authority) require or permit a designation of the Options which shall cease to constitute incentive stock options, incentive stock options granted hereunder shall, to the extent of such excess and in the order in which they were granted, automatically be deemed to be non-qualified stock options, but all other terms and provisions of such incentive stock options shall remain unchanged.

        (2)   No incentive stock option may be granted to an individual if, at the time of the proposed grant, such individual owns stock possessing more than ten percent of the total combined voting power of all classes of stock of Ameriprise Financial or any of its "subsidiaries" (within the meaning of Section 424 of the Code), unless (i) the exercise price of such incentive stock option is at least one hundred and ten percent of the Fair Market Value of a share of Common Stock at the time such incentive stock option is granted and (ii) such incentive stock option is not exercisable after the expiration of five years from the date such incentive stock option is granted.

6

7.      Other Stock-Based Awards

        The Committee may grant equity-based or equity-related awards not otherwise described herein in such amounts and subject to such terms and conditions as the Committee shall determine. Without limiting the generality of the preceding sentence, each such Other Stock-Based Award may (i) involve the transfer of actual shares of Common Stock to Participants, either at the time of grant or thereafter, or payment in cash or otherwise of amounts based on the value of shares of Common Stock, (ii) be subject to performance-based and/or service-based conditions, (iii) be in the form of stock appreciation rights, phantom stock, restricted stock, restricted stock units, performance shares, deferred share units or share-denominated performance units, (iv) be designed to comply with applicable laws of jurisdictions other than the United States and (v) be designed to qualify as Performance-Based Compensation; provided , that each Other Stock-Based Award shall be denominated in, or shall have a value determined by reference to, a number of shares of Common Stock that is specified at the time of the grant of such award.

8.      Cash Incentive Awards

        The Committee may grant Cash Incentive Awards with respect to any Performance Period, subject to the terms and conditions of the Plan. Cash Incentive Awards may be settled in cash or in other property, including shares of Common Stock, provided that the term "Cash Incentive Award" shall exclude any Option or Other Stock-Based Award. Cash Incentive Awards may be designed to qualify as Performance-Based Compensation. Without limiting the generality of the foregoing, a Cash Incentive Award may provide for Target Awards based on allocation among Participants of an Incentive Pool.

9.      Performance-Based Compensation

        (a)      Calculation     

        The amount payable with respect to an Incentive Award that is intended to qualify as Performance-Based Compensation shall be determined in any manner permitted by Section 162(m) of the Code.

        (b)      Discretionary Reduction     

        The Committee may, in its discretion, reduce or eliminate the amount payable to any Participant with respect to an Incentive Award that is intended to qualify as Performance-Based Compensation, based on such factors as the Committee may deem relevant, but the Committee may not increase any such amount above the amount established in accordance with the relevant Performance Schedule. For purposes of clarity, the Committee may exercise the discretion provided for by the foregoing sentence in a non-uniform manner among Participants.

        (c)      Performance Measures     

        The performance goals upon which the payment or vesting of any Incentive Award (other than Options and stock appreciation rights) to a Covered Employee that is intended to qualify as Performance-Based Compensation depends shall relate to one or more of the following Performance Measures: (i) net income or operating net income (before or after taxes, interest, depreciation, amortization, and/or nonrecurring/unusual items), (ii) return on assets, return on capital, return on equity, return on economic capital, return on other measures of capital, return on sales or other financial criteria, (iv) revenue or net sales, (v) gross profit or operating gross profit, (vi) cash flow, (vii) productivity or efficiency ratios, (viii) share price or total shareholder return, (ix) earnings per share, (x) budget and expense management, (xi) customer and product measures, including market share, high value client growth, and customer growth, (xii) working capital turnover and targets,

7

(xiii) margins, and (xiv) economic value added or other value added measurements, in any such case (x) considered absolutely or relative to historic performance or relative to one or more other businesses and (y) determined for the Company or any business unit or division thereof.

        Performance Periods may be equal to or longer than, but not less than, one fiscal year of the Company and may be overlapping. Within 90 days after the beginning of a Performance Period, and in any case before 25% of the Performance Period has elapsed, the Committee shall establish (a) Performance Targets for such Performance Period, (b) Target Awards for each Participant, and (c) Performance Schedules for such Performance Period.

        The measurement of any Performance Measure(s) may exclude the impact of charges for restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring items, and the cumulative effects of accounting changes, each as defined by generally accepted accounting principles and as identified in the Company's audited financial statements, including the notes thereto. Any Performance Measure(s) may be used to measure the performance of the Company or a Subsidiary as a whole or any business unit of the Company or any Subsidiary or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Measures as compared to the performance of a group of comparator companies, or a published or special index that the Committee, in its sole discretion, deems appropriate.

        Nothing in this Section 9 is intended to limit the Committee's discretion to adopt conditions with respect to any Incentive Award that is not intended to qualify as Performance-Based Compensation that relate to performance other than the Performance Measures. In addition, the Committee may, subject to the terms of the Plan, amend previously granted Incentive Awards in a way that disqualifies them as Performance-Based Compensation.

        In the event that the requirements of Section 162(m) of the Code and the regulations thereunder change to permit Committee discretion to alter the Performance Measures without obtaining shareholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining shareholder approval.

10.    Adjustment Upon Certain Changes

        (a)      Shares Available for Grants     

        In the event of any change in the number of shares of Common Stock outstanding by reason of any stock dividend or split, recapitalization, merger, consolidation, combination or exchange of shares or similar corporate change, the maximum aggregate number of shares of Common Stock with respect to which the Committee may grant Incentive Awards and the maximum aggregate number of shares of Common Stock with respect to which the Committee may grant Incentive Awards to any individual Participant in any year shall be appropriately adjusted by the Committee. In the event of any change in the number of shares of Common Stock outstanding by reason of any other similar event or transaction, the Committee may, to the extent deemed appropriate by the Committee, make such adjustments in the number and class of shares of Common Stock with respect to which Incentive Awards may be granted.

        (b)    Increase or Decrease in Issued Shares Without Consideration

        Subject to any required action by the shareholders of Ameriprise Financial, in the event of any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or consolidation of shares of Common Stock or the payment of a stock dividend (but only on the shares of Common Stock), or any other increase or decrease in the number of such shares effected without receipt or payment of consideration by the Company, the Committee may, to the extent deemed appropriate by the Committee, adjust the number of shares of Common Stock subject to each outstanding Incentive Award and the exercise price per share of Common Stock of each such Incentive Award.

8

        (c)    Certain Mergers

        Subject to any required action by the shareholders of Ameriprise Financial, in the event that Ameriprise Financial shall be the surviving corporation in any merger, consolidation or similar transaction as a result of which the holders of shares of Common Stock receive consideration consisting exclusively of securities of such surviving corporation, the Committee may, to the extent deemed appropriate by the Committee, adjust each Incentive Award outstanding on the date of such merger or consolidation so that it pertains and applies to the securities which a holder of the number of shares of Common Stock subject to such Incentive Award would have received in such merger or consolidation.

        (d)    Certain Other Transactions

        In the event of (i) a dissolution or liquidation of Ameriprise Financial, (ii) a sale of all or substantially all of the Company's assets (on a consolidated basis), (iii) a merger, consolidation or similar transaction involving Ameriprise Financial in which Ameriprise Financial is not the surviving corporation or (iv) a merger, consolidation or similar transaction involving Ameriprise Financial in which Ameriprise Financial is the surviving corporation but the holders of shares of Common Stock receive securities of another corporation and/or other property, including cash, the Committee shall, in its sole discretion, have the power to:

        (i)    cancel, effective immediately prior to the occurrence of such event, each Incentive Award (whether or not then exercisable), and, in full consideration of such cancellation, pay to the Participant to whom such Incentive Award was granted an amount in cash, for each share of Common Stock subject to such Incentive Award equal to the value, as determined by the Committee in its reasonable discretion, of such Incentive Award, provided that with respect to any outstanding Option such value shall be equal to the excess of (A) the value, as determined by the Committee in its reasonable discretion, of the property (including cash) received by the holder of a share of Common Stock as a result of such event over (B) the exercise price of such Option; or

        (ii)   provide for the exchange of each Incentive Award (whether or not then exercisable or vested) for an Incentive Award with respect to, as appropriate, some or all of the property which a holder of the number of shares of Common Stock subject to such Incentive Award would have received in such transaction and, incident thereto, make an equitable adjustment as determined by the Committee in its reasonable discretion in the exercise price of the Incentive Award, or the number of shares or amount of property subject to the Incentive Award or, if appropriate, provide for a cash payment to the Participant to whom such Incentive Award was granted in partial consideration for the exchange of the Incentive Award.

        (e)    Other Changes

        In the event of any change in the capitalization of Ameriprise Financial or corporate change other than those specifically referred to in paragraphs (b), (c) or (d), the Committee may make such adjustments in the number and class of shares subject to Incentive Awards outstanding on the date on which such change occurs and in such other terms of such Incentive Awards as the Committee may consider appropriate.

        (f)     Cash Incentive Awards

        In the event of any transaction or event described in this Section 10, including without limitation any corporate change referred to in paragraph (e) hereof, the Committee may, in its sole discretion, make such adjustments in any Performance Schedule, Performance Target or Target Award, and in such other terms of any Cash Incentive Awards, as the Committee may consider appropriate in respect of such transaction or event, provided that such adjustment is consistent with the requirements of Section 162(m) of the Code and the regulations thereunder.

9

        (g)    No Other Rights

        Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger or consolidation of Ameriprise Financial or any other corporation. Except as expressly provided in the Plan, no issuance by Ameriprise Financial of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares or amount of other property subject to, or the terms related to, any Incentive Award.

        (h)    Savings Clause

        No provision of this Section 10 shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code.

11.    Rights Under the Plan

        No person shall have any rights as a stockholder with respect to any shares of Common Stock covered by or relating to any Incentive Award granted pursuant to the Plan until the date of the issuance of a stock certificate with respect to such shares. Except as otherwise expressly provided in Section 10 hereof, no adjustment of any Incentive Award shall be made for dividends or other rights for which the record date occurs prior to the date such stock certificate is issued. Nothing in this Section 11 is intended, or should be construed, to limit authority of the Committee to cause the Company to make payments based on the dividends that would be payable with respect to any share of Common Stock if it were issued or outstanding, or from granting rights related to such dividends.

        The Company shall not have any obligation to establish any separate fund or trust or other segregation of assets to provide for payments under the Plan. To the extent any person acquires any rights to receive payments hereunder from the Company, such rights shall be no greater than those of an unsecured creditor.

12.    No Special Employment Rights; No Right to Incentive Award

        (a)   Nothing contained in the Plan or any Incentive Award shall confer upon any Participant any right with respect to the continuation of his employment by or service to the Company or interfere in any way with the right of the Company at any time to terminate such employment or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of an Incentive Award.

        (b)   No person shall have any claim or right to receive an Incentive Award hereunder. The Committee's granting of an Incentive Award to a Participant at any time shall neither require the Committee to grant an Incentive Award to such Participant or any other Participant or other person at any time nor preclude the Committee from making subsequent grants to such Participant or any other Participant or other person.

13.    Securities Matters

        (a)   Ameriprise Financial shall be under no obligation to effect the registration pursuant to the Securities Act of any shares of Common Stock to be issued hereunder or to effect similar compliance under any state laws. Notwithstanding anything herein to the contrary, Ameriprise Financial shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Common Stock pursuant to the Plan unless and until Ameriprise Financial is advised by its counsel that the issuance

10

and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Committee may require, as a condition to the issuance and delivery of certificates evidencing shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee deems necessary or desirable.

        (b)   The exercise of any Option granted hereunder shall only be effective at such time as counsel to Ameriprise Financial shall have determined that the issuance and delivery of shares of Common Stock pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. Ameriprise Financial may, in its sole discretion, defer the effectiveness of an exercise of an Option hereunder or the issuance or transfer of shares of Common Stock pursuant to any Incentive Award pending or to ensure compliance under federal or state securities laws. Ameriprise Financial shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of an Option or the issuance or transfer of shares of Common Stock pursuant to any Incentive Award. During the period that the effectiveness of the exercise of an Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto.

14.    Withholding Taxes

        (a)    Cash Remittance

        Whenever shares of Common Stock are to be issued upon the exercise of an Option or the grant or vesting of an Incentive Award, and whenever any amount shall become payable in respect of any Incentive Award, Ameriprise Financial shall have the right to require the Participant to remit to Ameriprise Financial in cash an amount sufficient to satisfy federal, state and local withholding tax requirements, if any, attributable to such exercise, grant, vesting or payment prior to the delivery of any certificate or certificates for such shares or the effectiveness of the lapse of such restrictions or making of such payment. In addition, upon the exercise or settlement of any Incentive Award in cash, or any payment with respect to any Incentive Award, Ameriprise Financial shall have the right to withhold from any payment required to be made pursuant thereto an amount sufficient to satisfy the federal, state and local withholding tax requirements, if any, attributable to such exercise, settlement or payment.

        (b)    Stock Remittance

        At the election of the Participant, subject to the approval of the Committee, when shares of Common Stock are to be issued upon the exercise, grant or vesting of an Incentive Award, the Participant may tender to Ameriprise Financial a number of shares of Common Stock that have been owned by the Participant for at least six months (or such other period as the Committee may determine) having a Fair Market Value at the tender date determined by the Committee to be sufficient to satisfy the federal, state and local withholding tax requirements, if any, attributable to such exercise, grant or vesting but not greater than such withholding obligations. Such election shall satisfy the Participant's obligations under Section 14(a) hereof, if any.

        (c)    Stock Withholding

        At the election of the Participant, subject to the approval of the Committee, when shares of Common Stock are to be issued upon the exercise, grant or vesting of an Incentive Award, Ameriprise Financial shall withhold a number of such shares having a Fair Market Value at the exercise date determined by the Committee to be sufficient to satisfy the federal, state and local withholding tax requirements, if any, attributable to such exercise, grant or vesting but not greater than such

11

withholding obligations. Such election shall satisfy the Participant's obligations under Section 14(a) hereof, if any.

15.    Amendment or Termination of the Plan

        The Board of Directors may at any time suspend or discontinue the Plan or revise or amend it in any respect whatsoever; provided , however , that to the extent that any applicable law, regulation or rule of a stock exchange requires shareholder approval in order for any such revision or amendment to be effective, such revision or amendment shall not be effective without such approval. The preceding sentence shall not restrict the Committee's ability to exercise its discretionary authority hereunder pursuant to Section 4 hereof, which discretion may be exercised without amendment to the Plan. No provision of this Section 15 shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code. Except as expressly provided in the Plan, no action hereunder may, without the consent of a Participant, reduce the Participant's rights under any previously granted and outstanding Incentive Award. Nothing in the Plan shall limit the right of the Company to pay compensation of any kind outside the terms of the Plan.

16.    No Obligation to Exercise

        The grant to a Participant of an Incentive Award shall impose no obligation upon such Participant to exercise such Incentive Award.

17.    Transfers Upon Death

        Upon the death of a Participant, outstanding Incentive Awards granted to such Participant may be exercised only by the executors or administrators of the Participant's estate or by any person or persons who shall have acquired such right to exercise by will or by the laws of descent and distribution. No transfer by will or the laws of descent and distribution of any Incentive Award, or the right to exercise any Incentive Award, shall be effective to bind Ameriprise Financial unless the Committee shall have been furnished with (a) written notice thereof and with a copy of the will and/or such evidence as the Committee may deem necessary to establish the validity of the transfer and (b) an agreement by the transferee to comply with all the terms and conditions of the Incentive Award that are or would have been applicable to the Participant and to be bound by the acknowledgements made by the Participant in connection with the grant of the Incentive Award.

        Any beneficiary designation made with respect to a Substitution Award under the American Express Company 1998 Incentive Compensation Plan shall remain in effect under this Plan unless and until a new beneficiary designation that by its terms supersedes such first beneficiary designation is made in accordance with the terms of this Plan.

18.    Expenses and Receipts

        The expenses of the Plan shall be paid by Ameriprise Financial. Any proceeds received by Ameriprise Financial in connection with any Incentive Award will be used for general corporate purposes.

12

19.    Definition of Change in Control

        As used in any instrument governing the terms of any Incentive Award, the term "Change in Control" means the occurrence of any of the following:

        (i)    Any Person becoming the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act, a " Beneficial Owner ") of twenty-five percent or more of the combined voting power of Voting Securities; provided , however that a Change in Control shall not be deemed to occur by reason of an acquisition of Voting Securities by the Company or by an employee benefit plan (or a trust forming a part thereof) maintained by the Company; and provided , further that a Change in Control shall not be deemed to occur solely because any Person becomes the Beneficial Owner of twenty-five percent or more of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities deemed to be outstanding, increases the proportional number of shares Beneficially Owned by such Person, except that a Change in Control shall occur if a Change in Control would have occurred (but for the operation of this proviso) as a result of the acquisition of Voting Securities by the Company, and after such acquisition such Person becomes the Beneficial Owner of any additional Voting Securities following which such Person is the Beneficially Owner of twenty-five percent or more of the outstanding Voting Securities;

        (ii)   The individuals who, as of                               , 2005, are members of the Board of Directors (the " Incumbent Board "), cease for any reason to constitute at least a majority of the members of the Board of Directors; provided , however that if the election or appointment, or nomination for election by Ameriprise Financial's common stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of the Plan, thereafter be considered as a member of the Incumbent Board; provided , further , however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors (a " Proxy Contest ") including by reason of any agreement intended to avoid or settle any Proxy Contest; or

        (iii)  The consummation of:

        (A)  A merger, consolidation, reorganization or similar transaction (any of the foregoing, a " Business Combination ") with or into Ameriprise Financial or in which securities of Ameriprise Financial are issued, unless such Business Combination is a Non-Control Transaction;

        (B)  A complete liquidation or dissolution of the Company; or

        (C)  The sale or other disposition of all or substantially all of the assets of the Company (on a consolidated basis) to any Person other than the Company or an employee benefit plan (or a trust forming a part thereof) maintained by the Company or by a Person which, immediately thereafter, will have all its voting securities owned by the holders of the Voting Securities immediately prior thereto, in substantially the same proportions.

        For purposes of the Plan, a "Non-Control Transaction" is a Business Combination involving Ameriprise Financial where:

        (A)  the holders of Voting Securities immediately before such Business Combination own, directly or indirectly immediately following such Business Combination more than fifty percent of the combined voting power of the outstanding voting securities of the parent corporation resulting from, or issuing its voting securities as part of, such Business Combination (the " Surviving Corporation ") in substantially the same proportion as their ownership of the Voting

13

Securities immediately before such Business Combination by reason of their prior ownership of Voting Securities;

        (B)  the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such Business Combination constitute a majority of the members of the board of directors of the Surviving Corporation, or a corporation beneficially owning a majority of the voting securities of the Surviving Corporation; and

        (C)  no Person other than the Company or any employee benefit plan (or any trust forming a part thereof) maintained immediately prior to such Business Combination by the Company, is a Beneficial Owner of twenty-five percent or more of the combined voting power of the Surviving Corporation's voting securities outstanding immediately following such Business Combination.

        Notwithstanding the foregoing, a Change in Control shall not be deemed to occur as a result of any event or transaction to the extent that treating such event or transaction as a Change in Control would cause any tax to become due under Section 409A of the Code.

20.    Governing Law

        The Plan and the rights of all persons under the Plan shall be construed and administered in accordance with the laws of the State of New York without regard to its conflict of law principles.

21.    Effective Date and Term of Plan

        The Plan was adopted by the Board of Directors on                         , 2005 subject to the approval of the Plan by the shareholders of Ameriprise Financial. No grants of Incentive Awards may be made under the Plan after                         .

14

QuickLinks

Exhibit 10.4

Exhibit 10.5

AMERIPRISE FINANCIAL
DEFERRED COMPENSATION PLAN

Effective                           , 2005

AMERIPRISE FINANCIAL
DEFERRED COMPENSATION PLAN

Effective                               , 2005

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, if any, that sponsor the Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA.

2

3

Article 2

Eligibility, Selection, Enrollment

        2.01      Selection by Committee.    Participation in the Plan 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 and/or receive an Annual Discretionary Allocation in respect of that Plan Year. The Committee's selection of an Employee to make an Annual Participant Deferral and/or receive an

4

Annual Discretionary Allocation in respect of a particular Plan Year will not entitle that Employee to make an Annual Participant Deferral or receive an Annual Discretionary Allocation for any subsequent Plan Year, unless the Employee is again selected by the Committee to make an Annual Participant Deferral and/or receive an Annual Discretionary Allocation for such subsequent Plan Year.

        2.02      Enrollment Requirements.    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 Enrollment Forms at the time, and in accordance with the terms and conditions, as the Committee may establish from time to time. The Committee may in its discretion permit an Employee who first becomes eligible to participate in the Plan during any Plan Year to complete, execute and return to the Committee each of the required 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) provided that such Annual Participant Deferral shall apply only with respect to services performed subsequent to the time such Enrollment Forms are accepted by the Committee. In addition, each selected Employee shall have on file with the Committee a completed Beneficiary Designation Form prior to the date specified by the Committee, and the Committee shall establish from time to time such other enrollment requirements as it determines necessary, in its sole discretion.

        2.03      Commencement of Participation.    Provided an Employee selected to make an Annual Participant Deferral in respect of a particular Plan Year has met all enrollment requirements set forth in the Plan and any other requirements imposed by the Committee, including signing and submitting all Enrollment Forms to the Committee within the specified time period, the Employee's designated deferrals shall commence as of the date established by the Committee in its sole discretion. 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.

        2.04      Subsequent Elections.    The Enrollment Forms submitted by a Participant in respect of a particular Plan Year will not be effective with respect to any subsequent Plan Year, except that the Beneficiary Designation Form on file with the Committee will remain effective for all subsequent Plan Years unless and until an Amended Beneficiary Designation Form is submitted. If an Employee is selected to participate in the Plan for a subsequent Plan Year and the required 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.

Article 3

Participant Deferrals, Commitments, Investment
Adjustments, Taxes and Vesting

        3.01      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 form(s) of compensation which may be the subject of any Annual Participant Deferral; and (iii) any other terms and conditions applicable to the Annual Participant Deferral. To the extent permitted by the Committee and subject to the terms and conditions provided by the Committee, a Participant for a given Plan Year may make an election to defer the receipt of amounts payable to the Participant in the form of Base Annual Salary and Bonus Amounts for services rendered during that Plan Year. The Participant's election shall be evidenced by an Annual Election Form completed and submitted to the Committee in accordance with the procedures and time frames as may be 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

5

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 a minimum or maximum deferral amount applicable to Participants with respect to a given Plan Year.

        (c)      Deferral Designations.    

        (i)      Base Annual Salary.    A Participant may designate the amount of the Annual Participant Deferral to be deducted from his or her Base Annual Salary as specified in the applicable Enrollment Forms for a given Plan Year, which may provide for deferrals to be expressed as a percentage of his or her Base Annual Salary, a fixed dollar amount or a percentage of Base Annual Salary up to a fixed dollar amount, as determined by the Committee. Such amount shall be withheld from each regularly scheduled Base Annual Salary payment in equal amounts.

        (ii)      Bonus Amounts.    A Participant may designate the amount of the Annual Participant Deferral to be deducted from his or her Bonus Amounts as specified in the applicable Enrollment Forms for a given Plan Year, which may provide for deferrals to be expressed as either a percentage or a fixed dollar amount of specified Bonus Amounts expected by the Participant, as determined by the Committee. If a Participant designates the Annual Participant Deferral to be deducted from any Bonus Amount as a fixed dollar amount and such fixed dollar amount exceeds the Bonus Amount actually payable to the Participant, the entire amount of such Bonus Amount shall be withheld.

        3.02      Annual Discretionary Allocation.    A Participant may be credited with one or more discretionary allocations in respect of any Plan Year, expressed as either a flat dollar amount or as a percentage of the Participant's Base Annual Salary or Bonus Amounts, 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: (i) whether any Annual Discretionary Allocation shall be made; (ii) the Participant(s) who shall be entitled to such Annual Discretionary Allocation; (iii) the amount of such Annual Discretionary Allocation; (iv) the date(s) on which any portion of such Annual Discretionary Allocation shall be credited to each Participant's Annual Discretionary Allocation Account; (v) the Investment Benchmark(s) that shall apply to such Annual Discretionary Allocation; and (vi) any other terms and conditions applicable to such Annual Discretionary Allocation.

        3.03      Investment Benchmarks.    

        (a)   The Committee shall establish from time to time the Investment Benchmark or Benchmarks that will be available under the Plan. Except as provided in Section 3.03(b), the Investment Benchmark applicable to all amounts deferred under the Plan will be the ROE Formula Rate established by the Committee. The Committee reserves the right to change the ROE Formula Rate applied to amounts deferred under the Plan with respect to any Participant and with respect to any portion of such Participant's deferred amounts, prospectively or retroactively, at any time without the prior consent or notice of the Participants in the Plan.

        (b)   At any time, including at the time of the effectiveness of the Plan, the Committee may, in its discretion, add one or more additional Investment Benchmarks under the Plan, and in connection with any such addition, may permit Participants to select from among the then-available Investment Benchmarks under the Plan to measure the value of such Participants' deferrals under the Plan in accordance with the following provisions. In connection with a Participant's election to make an Annual Participant Deferral in respect of a Plan Year, the Participant shall select one or more Investment Benchmarks and the percentage

6

of the Participant's Annual Deferral Account and Annual Discretionary Allocation Account (if any) for such Plan Year to be adjusted to reflect the performance of each selected Investment Benchmark; provided , however , that a Participant's ability to select Investment Benchmarks with respect to his or her Annual Discretionary Allocation Account is subject to, and may be limited by, the Board's discretion under Section 3.02 to designate the Investment Benchmarks that shall apply to all or a portion of such Annual Discretionary Allocation Account. All selections of Investment Benchmarks shall be in multiples of 10% unless the Committee determines that lower increments are acceptable. A Participant may make changes in his or her selected Investment Benchmarks with respect to any Plan Account at such times as the Committee may designate by completing and submitting to the Committee an investment election amendment form in accordance with such procedures and time frames as may be established from time to time at the sole discretion of the Committee. The Committee, in its sole discretion, may place limits on a Participant's ability to make changes with respect to any Investment Benchmarks. In addition, the Committee, in its sole discretion, may discontinue any Investment Benchmark at any time.

        (c)   Notwithstanding the foregoing, in no event shall a Participant who is a Reporting Person be permitted to elect to have an Investment Benchmark that tracks the performance of Company Stock apply to any portion of his or her Annual Deferral Accounts that relates to Base Annual Salary or Bonus Amounts paid more frequently than quarterly.

        (d)   Notwithstanding anything else to the contrary set forth in the Plan, the Committee's right to modify the Investment Benchmarks applicable to a Continuing Plan Account (as defined below) will be subject at all times to the terms and conditions of the Employee Benefits Agreement.

        3.04      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 Benchmark(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 Benchmark other than the ROE Formula (such as interest and cash dividends and distributions) shall, at the Committee's sole discretion, either be deemed to be reinvested in that Investment Benchmark or reinvested in one or more other Investment Benchmark(s) designated by the Committee. All notional acquisitions and dispositions of Investment Benchmarks 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 Benchmark for the Participant's Plan Accounts. Adjustments made in accordance herewith shall be referred to as Investment Adjustments.

        3.05      FICA and Other Taxes.    

        (a)   Annual Deferral Amounts. For each Plan Year in which an Annual Participant Deferral is being withheld from a Participant, the Participant's Employer(s) shall withhold from that portion of the Participant's Base Annual Salary and/or Bonus Amounts that is not being deferred, 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 of the applicable withholding, then 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 of the Trust, 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 of the Trust, in connection with

7

such payments, in amounts and in a manner to be determined in the sole discretion of the Employer(s) and the trustee of the Trust.

        3.06      Vesting.    

        (a)      Forfeiture of Unvested Amounts.    As of the date of a Participant's Termination of Employment, 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 below and in the Annual Election Form and/or the document announcing an Annual Discretionary Allocation (if any) applicable to such Plan Account, and such unvested amounts shall be forfeited by the Participant.

        (b)      Vesting of Amounts.    Subject to Subsection 5.01(c), The 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. The Participant shall be vested in his or her Annual Discretionary Allocation Account in respect of each given Plan Year as set forth in the document announcing the Annual Discretionary Allocation for such Plan Year. The vesting terms set forth in each Annual Discretionary Allocation announcement shall be established by the Committee in its sole discretion and may vary for each Participant and each Plan Year.

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

        (d)      Acceleration of Vesting by Committee.    Notwithstanding anything to the contrary contained in the Plan, any Annual Election Form or any document announcing an Annual Discretionary Allocation, the Committee shall have the authority, exercisable in its sole discretion, to accelerate the vesting of any amounts credited to any Plan Account of any Participant and any such acceleration shall be evidenced by a written notice to the Participant setting forth in detail the Plan Account(s) and the amounts affected by the Committee's decision to accelerate vesting and the terms of the new vesting schedule applicable to such amounts.

        3.07      Establishment of Continuing Plan Accounts.    

        (a)   Notwithstanding anything to the contrary set forth herein, effective as of                                 , 2005, the Company will establish a Plan Account (the "Continuing Plan Account") for each person who participated in any deferred compensation plan or arrangement maintained by American Express Company or any of its affiliates and whose deferrals under any such plans or arrangements will be paid by the Company or its affiliates on or after                                 , 2005 pursuant to the Employee Benefits Agreement (the "Continuing Participants"). All amounts previously deferred in respect of a Continuing Participant will be credited to such Continuing Participant's Plan Account as of                     , 2005. Thereafter, each such Plan Account applicable to a Continuing Participant will be subject to all terms and conditions of the Plan (including terms and conditions relating to the timing and form of distributions and the crediting (or debiting) of amounts deferred under the Plan, except that the operation of this Section 3.07(a) shall not adversely affect in a material manner any right of a Continuing Participant with respect to his or her Continuing Plan Account.

        (b)   As soon as reasonably practicable following                                 , 2005, the Committee will offer each Continuing Participant the right to elect a lump-sum distribution in cash of his or her Continuing Plan Account as of                                 , 2005. Any such distribution will be made to the Continuing Participant prior to December 31, 2005 in accordance with the terms and conditions of the guidance promulgated in Notice 2005-1 under Section 409A of the Code.

        (c)   Any Beneficiary designation made by a Continuing Participant prior to                                 , 2005 with respect to amounts reflected in such Participant's Continuing Plan Account shall remain in effect under this Plan unless and until a new Beneficiary designation that by its terms supersedes such first Beneficiary designation is made in accordance with the terms of this Plan.

8

Article 4

Suspension of Deferrals

        4.01      Unforeseeable Financial Emergencies.    If a Participant experiences an Unforeseeable Financial Emergency, the Participant may petition the Committee to suspend any deferrals required to be made by the Participant. A petition shall be made on the form required by the Committee to be used for such request and shall include all financial information requested by the Committee in order to made a determination on such petition, as determined by the Committee in its sole discretion. 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 or a Participant's Beneficiary to be subject to a tax under, the provisions of Section 409A of the Code.

        4.02      Disability.    From and after the date that a Participant is deemed 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.

        4.03      Resumption of Deferrals.    If deferrals by a Participant have been suspended during a Plan Year due to an Unforeseeable Financial 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 5

Distribution of Plan Accounts

        5.01      Distribution Elections.    

        (a)   Initial Elections.    The Participant shall make a Distribution Election at the time he or she makes an Annual Participant Deferral with respect to a given Plan Year and/or at the time an Annual Discretionary Allocation (if any) is credited to the Participant's Annual Discretionary Allocation Account for a given Plan Year, to have the Vested Account Balance of the Participant's respective Plan Accounts for that Plan Year distributed in either a lump sum, or 2 to 15 substantially equivalent annual installments, in each case commencing on:

(i)

a specified date that is at least five years from the date of deferral; or



(ii)

in accordance with administrative guidelines determined by the Committee, a date after (A) the date of the Participant's Retirement or (B) six (6) months following the date of Retirement in respect of any Participant who is a Specified Employee.

        (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 of the Plan Year prior to the Plan Year in which distribution of the Vested Account Balance of such Plan Account was scheduled to be made in accordance with the Participant's original Distribution Election, (ii) shall not take effect until twelve (12) months after the date on which such Amended Distribution Election Form is filed, (iii) specifies a new distribution date (or a new initial distribution date in the case of installment distributions) that is no sooner than such date specified by the Committee that is five (5) years after

9

the original distribution date (or the original initial distribution date in the case of installment distributions) and (iv) such Amended Distribution Election Form is approved and accepted by the Committee in its sole discretion. A Participant may amend his or her Distribution Election to change the distribution method from a lump sum to installments, but not from installments to a lump sum, and may not choose a distribution date that is later than such date specified by the Committee of the tenth (10 ^th ) Plan Year following the end of the Plan Year in respect of which the Annual Participant Deferral was made. Notwithstanding a Participant's Distribution Election with respect to the Vested Account Balance of any Plan Account, some or all of such Vested Account Balance may be subject to deferred distribution pursuant to Section 5.03.

        (c)   Alternate Payment Provisions.    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 Vested Account Balance that is comprised of such Participant's Annual Participant Deferrals will be paid out in a lump sum in accordance with administrative guidelines determined by the Committee, on a date after (A) such Termination of Employment or (B) six (6) months following the date of the Termination of Employment in respect of any Participant who is a Specified Employee, with interest equivalents credited or debited for the entire period of the deferral as described below:

(i)

for Annual Participant Deferrals made less than five (5) Plan Years prior to such termination, the lesser of (A) the initial deferred amount credited or debited annually at the ROE Formula Rate, or (B) the initial deferred amount credited annually with the rate of return on the applicable 5-year U.S. Treasury Note, with credits or debits through such Participant's date of termination; or



(ii)

for Annual Participant Deferrals made five (5) Plan Years or more prior to such termination, credited or debited annually using the ROE Formula Rate, with credits or debits through the Participant's date of termination.

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 Vested Account Balance that is comprised of the Annual Discretionary Allocation Account will be paid out in a lump sum in accordance with administrative guidelines determined by the Committee, on a date after (A) such Termination of Employment or (B) six (6) months following the date of the Termination of Employment in respect of any Participant who is a Specified Employee.

        5.02      Withdrawal in the Event of an Unforeseeable Financial Emergency.    Subject to Section 5.03, in the event that a Participant experiences an Unforeseeable Financial 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 Benefit or the amount reasonably needed to satisfy the Unforeseeable Financial Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution. In making its determination under this Section 5.02, the Committee shall be guided by the requirements of Section 409A of the Code and any other related prevailing legal authorities and the Committee shall take into account the extent to which a Participant's Unforeseeable Financial 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 ninety (90) days of the date of approval.

10

        5.03      Valuation of Plan Accounts Pending Distribution.    To the extent that the distribution of any portion of any Plan Account is deferred, whether pursuant to the limitations imposed under this Article 5 or for any other reason, any amounts remaining to the credit of the Plan Account shall continue to be adjusted by the applicable Investment Adjustments in accordance with Article 3.

        5.04      Payment on a Change in Control.    Nothwithstanding 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, each Participant will receive two years' additional interest in his or her Plan Accounts. In addition, upon a Change in Control, each Participant will vest in all amounts attributable to his or her unvested Annual Discretionary Allocation and the Company will distribute all previously undistributed Plan Accounts and Continuing Plan Accounts to Participants (or their Beneficiaries, as the case may be).

        5.05      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 an Investment Benchmark that tracks that value of Company Stock 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 or any successor thereto and will count against the limit on the number of shares of Company Stock available for distribution thereunder.

Article 6

Survivor Benefit

        6.01      Survivor Benefit.    Subject to Article 5, a Participant's Beneficiary shall receive a Survivor Benefit equal to the Participant's Aggregate Vested Balance, if the Participant dies before he or she has received a complete distribution of his or her Aggregate Vested Benefit.

        6.02      Payment of Survivor Benefit.    The Survivor Benefit shall be payable to the Beneficiary indicated on the Participant's Beneficiary Designation Form in a lump sum payment. Subject to Article 5, the lump sum payment will be made within ninety (90) days of the date on which the Committee is notified in writing of the Participant's death.

Article 7

Disability Benefit

         Disability Benefit.    Notwithstanding any Distribution Election under Article 5, a Participant suffering a Disability shall receive a Disability Benefit equal to his or her Aggregate Vested Balance. Subject to the terms of Article 5, a Participant's Disability Benefit shall be paid in a lump sum within ninety (90) days of the Committee's determination that the Participant has a Disability.

Article 8

Beneficiary Designation

        8.01      Beneficiary.    Each Participant shall have the right, at any time, to designate his or her Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable under the Plan to a beneficiary 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 of an Employer in which the Participant participates.

        8.02      Beneficiary Designation; Change; Spousal Consent.    A Participant shall designate his or her Beneficiary by completing and signing a Beneficiary Designation Form, and returning it to the

11

Committee or its designated agent. 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. If the Participant names someone other than his or her spouse as a Beneficiary, a spousal consent, in the form designated by the Committee, must be signed by that Participant's spouse and returned to the Committee. 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.

        8.03      Acknowledgment.    No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the Committee or its designated agent.

        8.04      No Beneficiary Designation.    If a Participant fails to designate a Beneficiary as provided above or, if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant's Aggregate Vested Benefit, then the Participant's designated Beneficiary shall be deemed to be his or her surviving spouse. If the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the executor or personal representative of the Participant's estate.

        8.05      Doubt as to Beneficiary.    If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to the Plan, the Committee shall have the right, exercisable in its discretion, to cause the Participant's Employer to withhold such payments until this matter is resolved to the Committee's satisfaction.

        8.06      Discharge of Obligations.    The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge all Employers and the Committee from all further obligations under the Plan with respect to the Participant, and each of the Participant's Annual Election Forms shall terminate upon such full payment of benefits.

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 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.

        9.03    Notwithstanding anything to the contrary herein, in the event that the provision of any benefit to a Participant under this Article 9 would result in the imposition of tax under Section 409A of the Code, the Committee shall use its best efforts to modify any such benefit to comply with the provisions of Section 409A of the Code.

12

Article 10

Termination, Amendment or Modification

        10.01      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. In addition, the Company may at any time terminate an Employer's participation in the Plan. Upon the termination of the Plan with respect to any Employer, subject to Section 5.03, all amounts credited to each of the Plan Accounts of each affected Participant shall be 100% vested and shall be paid to the Participant or, in the case of the Participant's death, to the Participant's Beneficiary, in a lump sum notwithstanding any elections made by the Participant, and the Annual Election Forms relating to each of the Participant's Plan Accounts shall terminate upon full payment of such Aggregate Vested Balance, except that neither the Company nor any 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 or such Participant's Beneficiary to be subject to a tax under, the provisions of Section 409A of the Code.

        10.02      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 (i) no amendment or modification shall be effective to decrease or restrict the value of a Participant's Aggregate Vested Balance in existence at the time the amendment or modification is made, calculated as if the Participant had experienced a Termination of Employment as of the effective date of the amendment or modification and (ii) except as specifically provided in Section 10.01, no amendment or modification shall be made after a Change in Control which adversely affects the vesting, calculation or payment of benefits hereunder or diminishes any other rights or protections any Participant or Beneficiary would have had but for such amendment or modification, unless each affected Participant or Beneficiary consents in writing to such amendment.

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

Article 11

Administration

        11.01      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 (i) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of the Plan and (ii) 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.

        11.02      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. Any reference herein to the Committee shall be deemed to include any person to whom any such duty of the Committee has been delegated.

        11.03      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

13

Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

        11.04      Indemnity of Committee.    All Employers shall indemnify and hold harmless the members of the Committee, and any Employee 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 Employee.

        11.05      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 12

Other Benefits and Agreements

        The benefits provided for a Participant and Participant's Beneficiary 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.

Article 13

Claims Procedures

        13.01      Presentation of Claim.    Any Participant or 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 sixty (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 one hundred eighty (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.

        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 Section 13.03 below.

14

        13.03      Review of a Denied Claim.    Within sixty (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 thirty (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 sixty (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 one hundred twenty (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 and all claims that are not resolved to the satisfaction of a Claimant under the above provisions of this Article 13 shall be subject to arbitration conducted in New York before a panel of three (3) arbitrators pursuant to rules of                          . Unless otherwise provided herein each party shall bear its own costs and expenses in connection with such arbitration and the parties shall contribute equally the arbitrator's fees. The arbitrator's decision in any dispute shall be final and binding and shall not be subject to appeal or judicial review.

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 Election Forms 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 this Agreement.

Article 15

Miscellaneous

        15.01    Status of Plan.    The Plan is intended to be (i) a plan that is not qualified within the meaning of Code Section 401(a) and (ii) a plan that "is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employee" within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1).

15

The Plan shall be administered and interpreted to the extent possible in a manner consistent with that intent. All Plan Accounts and all credits and other adjustments to such Plan Accounts shall be bookkeeping entries only and shall be utilized solely as a device for the measurement and determination of amounts to be paid under the Plan. No Plan Accounts, credits or other adjustments under the Plan shall be interpreted as an indication that any benefits under the Plan are in any way funded. In addition, the Committee shall use its reasonable best efforts to interpret and administer the Plan in a manner that satisfies the requirements of Section 409A of the Code.

        15.02    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.

        15.03    Employer's Liability.    An Employer's liability for the payment of benefits shall be defined only by the Plan and the Annual Election Form, 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 Election Form.

        15.04    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.

        15.05    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.

        15.06    Furnishing Information.    A Participant or his or her Beneficiary 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.

        15.07    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.

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

16

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

        15.10    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.
707 2 ^nd Avenue South
Minneapolis, Minnesota 55474
Attn: VP, Compensation and 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.

        15.11    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 designated Beneficiaries.

        15.12    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.

        15.13    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.

        15.14    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 Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount.

        15.15    Distribution in the 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 of the Trust after a Change in Control, for a distribution of 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 distribute to the Participant immediately available funds in an amount equal to the taxable portion of his or her benefit (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 ninety (90) days of the date when the Participant's petition is granted. Such a distribution shall affect and reduce the benefits to be paid under the Plan.

17

        15.16    Insurance.    The Employers, on their own behalf or on behalf of the trustee of the Trust, 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 of the Trust, as the case may be, shall be the sole owner and beneficiary of any such insurance. The Participant shall have no interest whatsoever in any such policy or policies, and at the request of the Employers 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.

        15.17    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 shareholder 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, shareholder 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 Section 15.17.

18

        IN WITNESS WHEREOF, the Company has signed the Plan document as of                          , 2005.

19

QuickLinks

Exhibit 10.5

Exhibit 10.6

AMERIPRISE FINANCIAL SENIOR EXECUTIVE SEVERANCE PLAN
EFFECTIVE                               , 2005

AMERIPRISE FINANCIAL SENIOR EXECUTIVE SEVERANCE PLAN

TABLE OF CONTENTS

i

AMERIPRISE FINANCIAL SENIOR EXECUTIVE SEVERANCE PLAN

INTRODUCTION

        The Board of Directors of Amerprise Financial, Inc. established the Ameriprise Financial Senior Executive Severance Plan (hereinafter referred to as the "Plan") effective as of                               , 2005 to provide for severance benefits for certain eligible senior executives of Ameriprise Financial, Inc. and its participating subsidiaries whose employment is terminated under certain conditions. Severance benefits under the Plan are to be provided to such eligible executives in exchange for a signed agreement that includes a release of all claims.

ARTICLE ONE

DEFINITIONS

2

3

4

ARTICLE TWO

ELIGIBILITY TO RECEIVE BENEFITS

5

6

ARTICLE THREE

AMOUNT OF BENEFITS