<PAGE>

                               SELLING AGREEMENT
                               -----------------

                                 BY AND AMONG
                                 ------------

                      RIVERSOURCE LIFE INSURANCE COMPANY,
                      -----------------------------------

                        RIVERSOURCE DISTRIBUTORS, INC.
                        ------------------------------

                                      AND
                                      ---

                      AMERIPRISE FINANCIAL SERVICES, INC.
                      -----------------------------------


This SELLING AGREEMENT ("Agreement") dated January 1, 2007 ("Effective Date")
is by and among RIVERSOURCE LIFE INSURANCE COMPANY ("Company"), RIVERSOURCE
DISTRIBUTORS, INC. ("Distributor")(together with Company, "RiverSource"), and
AMERIPRISE FINANCIAL SERVICES, INC. (referred to herein as "Broker-Dealer" and
"Agency" depending on the capacity in which it is acting). Distributor joins
this Agreement in its role as principal underwriter of Company's variable
annuity and variable life insurance policies ("Variable Contracts") only.

                                   RECITALS

The purpose of this Agreement is to establish the terms and conditions under
which Broker-Dealer and Agency will market and sell those insurance products
issued by the Company, as agreed to by the parties, which may include variable
annuity contracts, variable life insurance policies, fixed annuity contracts,
fixed life insurance policies, disability income insurance, long term care
insurance, and other kinds of insurance products.

In consideration of the mutual covenants contained herein, the parties agree
as follows:

1.    DEFINITIONS. As used in this Agreement, the following terms shall have
      the following meanings:

      1.1   "AGENCY" is an insurance agency licensed in one or more states.
            For purposes of this Agreement, Agency and Broker-Dealer are the
            same corporate entity but obligations and duties are delineated as
            between Agency and Broker-Dealer where appropriate.

      1.2   "AUTHORIZED SELLING FIRM" means the Broker-Dealer taken together
            with the Agency, with respect to the sale of Products under this
            Agreement, in accordance with the terms and conditions of the SEC
            no-action letter First of America Brokerage Service, Inc. (dated
                             ----------------------------------------
            September 28, 1995).

      1.3   "BROKER-DEALER" is an entity duly registered as a broker-dealer
            with the Securities and Exchange Commission ("SEC"), the National
            Association of Securities Dealers ("NASD"), and states where
            required.

      1.4   "COMPANY RULES" mean any written instructions, bulletins, manuals,
            training materials, and any underwriting or suitability guidelines
            provided to Authorized Selling Firm by the Company.

      1.5   "CONTRACT" is the annuity or insurance policy validly issued by
            Company to a purchaser meeting underwriting standards of the
            Company.

      1.6   "PRODUCER" is a duly licensed individual who sells Products as an
            employee or independent contractor of Agency and who is
            appropriately registered with the NASD and licensed and appointed
            in accordance with all applicable insurance laws; this definition
            includes, as applicable, a licensed assistant, who is
            appropriately registered with the NASD and who assists Producer in
            providing services for Products.

      1.7   "PRODUCTS" are those annuity and insurance products issued by
            Company which will be marketed, sold, or serviced by Agency,
            Broker-Dealer and their Producers under this Agreement.

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      1.8   "REPLACEMENT" is the sale of a Product which is funded by the
            purchaser with money obtained from the liquidation of another life
            insurance policy or annuity contract.

      1.9   "TERRITORY" may be any 49 of the 50 United States (all states
            other than New York), and the District of Columbia, but includes
            only those jurisdictions in which Agency is authorized to market
            and sell the Products under this Agreement.

2.    TERM OF AGREEMENT. This Agreement shall remain in effect beginning upon
      the Effective Date until it is terminated in accordance with Section 9,
      "Termination."

3.    APPOINTMENT AND AUTHORIZATION OF AGENCY AND BROKER-DEALER.

      3.1   APPOINTMENT AND AUTHORIZATION OF AGENCY AND BROKER-DEALER. Company
            and Distributor appoint Agency and authorize Broker-Dealer to
            solicit sales of and sell Products in accordance with the terms
            and conditions of this Agreement as an Authorized Selling Firm.
            Agency and Broker-Dealer accept the appointment and authorization.
            These appointments, taken together, constitute the appointment of
            Authorized Selling Firm. Authorized Selling Firm's authority is
            nonexclusive and is limited to the performance of the services and
            responsibilities set forth in this Agreement.

4.    DUTIES, OBLIGATIONS AND LIMITATIONS OF AUTHORIZED SELLING FIRM.
      Authorized Selling Firm will perform all of Authorized Selling Firm's
      duties within the scope of the agency relationship created under this
      Agreement. Authorized Selling Firm's duties shall include, but not be
      limited to, the following:

      4.1   Authorized Selling Firm will be responsible for managing and
            supervising Producers, including licensed assistants, in selling
            Company Products;

      4.2   Authorized Selling Firm may recruit additional Producers to sell
            under the supervision of Authorized Selling Firm and to perform
            telephone transactions for any Contract owner prior to being
            appropriately registered with the NASD as a representative of the
            Broker-Dealer;

      4.4   Agency shall be responsible for the preparation and submission of
            licensing forms and the assurance that all Producers recruited by
            Authorized Selling Firm are appropriately licensed as insurance
            agent in the state(s) where such Producers will solicit and sell
            Products. Broker-Dealer shall be responsible for the preparation
            and submission to the NASD of representative registration forms
            and the assurance that all Producers and licensed assistants are
            and remain registered as representatives of Broker-Dealer with the
            NASD. Authorized Selling Firm shall be responsible for
            investigating the character, work experience and background of any
            proposed Producer, in accordance with applicable rules and
            regulations, and upon request will provide Company with copies of
            such investigations. Authorized Selling Firm shall recommend
            Producers for appointment with Company, but Company shall retain
            sole authority to make appointments and may, at its discretion,
            refuse to permit any Producer to solicit contracts for the sale of
            the Products; provided that Company will notify Authorized Selling
            Firm of any such refusal in a timely manner. Company shall be
            responsible for the preparation and submission of appointment
            forms and the payment of appointment fees in those states that
            require the Company to appoint Producers;

      4.5   Authorized Selling Firm will comply with all Company Rules and
            with all applicable federal and state laws and regulations, and
            cause its Producers to do the same. Authorized Selling Firm will
            be provided with the Company Rules which may be changed by Company
            at its sole discretion, and Authorized Selling Firm shall have
            twenty days following being provided with changes to the Company
            Rules to comply with changes to the Company Rules;

      4.6   Authorized Selling Firm shall assist Producers in responding to
            customer inquiries on Products sold or serviced under this
            Agreement to ensure that Producers provide Product applicants
            sufficient information and disclosures to ensure the suitability
            of any Replacement. In addition to information required under
            applicable state insurance laws and regulations, the following
            information shall be disclosed to applicants: all fees,

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            expenses and possible charges, such as surrender charges, on both
            the new and the surrendered investments; any change in the
            investment risk to the Product applicant; any change in the nature
            or the provider of any guarantees associated with the Product
            and/or the surrendered product;

      4.7   notifying Company if any Agency or Producer fails to maintain the
            required state insurance license or ceases to be a registered
            representative of Broker-Dealer;

      4.8   on the use of electronic and automated Web-based order-entry,
            processing, servicing and administration systems, Authorized
            Selling Firm shall ensure that adequate supervision and security
            and access controls are in place to prevent the improper,
            unauthorized or fraudulent use of or access to the order-entry,
            servicing or administration system(s);

      4.9   Broker-Dealer's duties with respect to Agency, Producers and
            licensed assistant's securities activities, include, but are not
            limited to: delivering to each person who submits an application a
            current prospectus for the Product to be furnished by Company in
            the form required by the applicable federal and state laws; review
            all Product applications for accuracy and completeness, and
            determining the suitability of the sale, which includes reasonable
            efforts to obtain information concerning the applicant's financial
            and tax status, investment objectives and any other information
            used or considered reasonable in making a Product recommendation;

      4.10  Authorized Selling Firm shall ensure that its Producers who market
            and sell the Products are trained on (i) the product
            specifications and features, and (ii) all Company Rules and
            standards that RiverSource has established for and communicated to
            Authorized Selling Firms and their Producers to use in meeting
            their respective duties to ensure suitable sales of the Products
            before they begin to solicit or sell Products. If Authorized
            Selling Firm chooses not to use Company-provided materials in
            training their Representatives on (i) and (ii) above, then
            Authorized Selling Firm shall provide to RiverSource, for its
            approval, documentation of its own form and content of training to
            be used;

      4.11  Authorized Selling Firm, through Producers, will solicit
            applicants in accordance with suitability regulations and the
            Company's underwriting standards, provided that nothing in this
            Agreement shall be deemed to require Authorized Selling Firm to
            solicit any particular customer's application for a Product;

      4.12  Authorized Selling Firm is responsible for obtaining all
            signatures required on each application and must deliver to
            Company the application and all instruments necessary to establish
            and issue a Contract under this Agreement;

      4.13  Authorized Selling Firm will safeguard, maintain and account for
            all policies, forms, manuals, equipment, supplies, advertising and
            sales literature furnished to Authorized Selling Firm and
            Producers by RiverSource, and will destroy or return the same to
            RiverSource promptly upon request;

      4.14  Authorized Selling Firm will keep identifiable and accurate
            records and accounts of all business and transactions effected
            pursuant to this Agreement. Upon reasonable notice and at
            reasonable times, continuing during a period of one year following
            the termination of this Agreement, Authorized Selling Firm will
            permit RiverSource to visit, inspect, examine, audit and verify
            its records pertaining to this Agreement;

      4.15  No sales promotions, promotional materials, or any advertising
            relating to Products or Company or Distributor ("Sales Material"),
            or modification thereof, distributed to either customers or
            Producers shall be used by Authorized Selling Firm or Producers
            unless the specific item has been approved in writing by Company
            or Distributor before use;

      4.16  Authorized Selling Firm represents and warrants that all
            directors, officers, employees and representatives of the
            Authorized Selling Firm who are appointed pursuant to this
            Agreement as Producers for Company or who have access to funds of
            Company, including but not limited to funds submitted with
            applications for Products or funds being returned to owners, are
            and shall be covered by a blanket fidelity bond, including

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            coverage for larceny and embezzlement, issued by a reputable
            bonding company acceptable to Company. Broker-Dealer shall
            maintain the bond at its expense;

      4.17  Authorized Selling Firm shall have no authority with respect to
            RiverSource, nor shall it represent itself as having such
            authority, other than as is specifically set forth in this
            Agreement;

      4.18  Authorized Selling Firm shall return promptly to Company all
            receipts for delivered Contracts, all undelivered Contracts and
            all receipts for cancellations, in accordance with Company Rules.
            Authorized Selling Firm will ensure prompt delivery of Contracts
            to Contract owners by Authorized Selling Firm or their Producers
            within 5 business days of receipt of the Contract by the
            Authorized Selling Firm or their Producers. Authorized Selling
            Firm agrees to indemnify and hold harmless Company for any loss
            incurred by Company that results from failure to deliver Contracts
            to Contract owners within such 5 business day period. This section
            will not apply if Company transmits the Contract directly to the
            Contract owner.

      4.19  If Authorized Selling Firm establishes an individual retirement
            plan through which Products may be offered, then Section 4.19
            applies to such transactions in addition to all other terms and
            conditions under this Agreement.

            4.19.1   Authorized Selling Firm represents and warrants to
                     RiverSource that:

                     (a)    An affiliate of Authorized Selling Firm qualifies
                            under the IRS Regulations 1.408-2 as Custodian for
                            the individual retirement account ("Custodial
                            IRAs"), and will administer the Custodial IRAs in
                            accordance with the requirements of the Internal
                            Revenue Code of 1986, as amended (the "Code") and
                            the rules, regulations and rulings adopted in
                            accordance with the Code;
                     (b)    The Custodial IRA qualifies as an individual
                            retirement account under the Code;
                     (c)    It will not submit an application to Company for
                            the purchase of a Product, on behalf of any
                            Custodial IRA customer, until Authorized Selling
                            Firm has received from the customer the completed
                            documents necessary to establish the Custodial IRA
                            account; and
                     (d)    Authorized Selling Firm or an affiliate will
                            properly respond to any order, levy, summons or
                            subpoena relating to a Custodial IRA issued in
                            connection with a judicial or administrative
                            proceeding, investigation or inquiry.

            4.19.2   RiverSource is not responsible for monitoring Custodial
                     IRAs with regard to compliance with the Code or other
                     rules and regulations promulgated under the Code or
                     applicable state law, including, but not limited to,
                     those related to over-contributions, eligibility, income
                     restrictions, timeliness of contribution, distributions
                     upon death, state tax law reporting or any other matters
                     related to the status of any Custodial IRA (as it relates
                     to IRAs specifically or any ownership or beneficiary
                     rights in general). RiverSource is not responsible for
                     Authorized Selling Firm's compliance with Authorized
                     Selling Firm's procedures with respect to the
                     administration of any Custodial IRA.

            4.19.3   Authorized Selling Firm or an affiliate will provide such
                     returns or filings and render such statements and reports
                     as are required for federal regulatory and tax purposes.

            4.19.4   The annual IRA custodial fee (if applicable) will be
                     charged by Authorized Selling Firm and not by Company.

            4.19.5   Agency must make the following, or substantively similar,
                     disclosure in connection with the sale of individual
                     retirement annuity products into any Custodial IRA:

                     "Your individual retirement annuity ("Annuity IRA") has a
                     tax-deferred feature under the Internal Revenue Code, as
                     does your Custodial IRA. As a result, when you transfer
                     your annuity IRA to the Custodial IRA, your annuity will
                     not provide any necessary or additional tax deferral.
                     However, your Annuity IRA has features other than tax
                     deferral that may help you reach your retirement

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                     goals. Fees charged by the Insurance Company (if any)
                     will still apply as outlined in the annuity prospectus
                     and contract."

            4.19.6   Authorized Selling Firm will provide RiverSource with the
                     name of its Custodian at RiverSource's request. So that
                     RiverSource has an opportunity to conduct due diligence,
                     any change in custodian or trustee does not take effect
                     unless approved in writing by RiverSource.

5.    COMPANY AND DISTRIBUTOR REPRESENTATIONS AND RESPONSIBILITIES.

      5.1   REPRESENTATIONS AND WARRANTIES:

            5.1.1.   Company represents and warrants that (a) it is duly
                     incorporated in the State of Minnesota and licensed in
                     all states in the Territory; (b) all Products, and all
                     sales material provided by Company or Distributor have
                     been filed and approved as required by state insurance
                     departments, and (c) these materials comply with all
                     applicable laws and regulations and rules of the NASD;

            5.1.2.   Distributor represents and warrants that it is duly
                     registered as a broker-dealer with the SEC, the NASD, all
                     fifty states and the District of Columbia, and is
                     qualified to do business in all states in which Company
                     is licensed and qualified to do business;

            5.1.3.   Distributor and Company represent and warrant that
                     Company, as issuer and on behalf of the underlying
                     investment account(s), has registered the underlying
                     investment account(s) of the Products with the SEC as a
                     security under the Securities Act of 1933 ("1933 Act")
                     and as a unit investment trust under the Investment
                     Company Act of 1940;

            5.1.4.   Company represents and warrants that the prospectuses and
                     registration statements relating to the Products do not
                     contain any untrue statements of material fact or any
                     omission to state a material fact, the omission of which
                     makes any statement contained in the prospectuses and
                     registration statements misleading;

            5.1.5.   Company represents and warrants that its sales material
                     complies with applicable law, and Company agrees to
                     indemnify the Authorized Selling Firm for any loss or
                     judgment as a result of any of Company's untrue
                     statements of material fact or any omission to state a
                     material fact, the omission of which makes any statement
                     contained in the Sales Material misleading.

      5.2   Company shall send out all Contracts directly to Authorized
            Selling Firm or their Producers unless Authorized Selling Firm
            requests in writing that Company send out the Contract directly to
            the Contract owner.

      5.3   Upon Company's acceptance of any payment for a Product, Company
            will deliver to each Contract owner a statement confirming the
            transaction in accordance with Rule 10b-10 under the 1934 Act.

      5.4   Company shall provide administrative, accounting and other
            services to Contract owners as necessary and appropriate, in the
            same manner as such services are provided to Company's other
            Contract owners.

      5.5   Notwithstanding any other provisions of this Agreement or any
            other agreement between Company and/or Distributor and Agency
            and/or Broker-Dealer, Company reserves the unconditional right
            without prior notice to modify any of the Products in any respect
            whatsoever, and to suspend the sale of any Products in whole or in
            part at any time. Company may in its sole discretion refuse to
            accept any application for a Contract or any purchase payment or
            additional purchase payment for a Contract.

      5.6   Company will comply with all federal and state laws and
            regulations applicable to the Products and their distribution
            under this Agreement.

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6.    COMPENSATION. Company shall pay to Authorized Selling Firm compensation
      in the form of commissions on premiums collected, gross dealer
      concession, or other appropriate methods pursuant to this Agreement in
      accordance with the rates and limitations as agreed to by the parties.
      Such amounts shall constitute payment in full to the Broker Dealer or
      Agency, as applicable, for all sales under this Agreement by the
      Authorized Selling Firm and its Producers. Company shall pay
      compensation to Authorized Selling Firm on a monthly basis within thirty
      (30) days following the end of the month based on sales activity
      occurring in the previous month including reversals for refunds or other
      necessary adjustments.

      6.1   Except as otherwise provided in this Agreement, or subsequently
            agreed to in writing by RiverSource, Authorized Selling Firm will
            be responsible for all costs and expenses of any kind and nature
            incurred by Authorized Selling Firm in the performance of its
            duties under this Agreement. The foregoing notwithstanding, it is
            understood there is a separate agreement between the parties
            pursuant to which the Company shall reimburse the Authorized
            Selling Firm for its share of expenses in connection with the
            establishment of sales offices, staffing of such offices, training
            of Producers, and other related costs.

      6.2   In the event of termination of this Agreement for one or more of
            the reasons specified below in Section 9.1, Termination for Cause,
            no further compensation shall thereafter be payable.

      6.3   Upon termination of this Agreement, Company's obligation to pay
            compensation to Broker-Dealer or to Agency as applicable will
            immediately cease except that:

            6.3.1.   Company will pay compensation, as the same becomes due
                     and payable, upon Products for which the application has
                     been taken and the required premium has been collected
                     (or has become irrevocably collectable from a third
                     party) as of the date of termination, and for which the
                     Company subsequently issues a policy.

            6.3.2.   Company will charge back against compensation due in the
                     event of surrenders of Products sold prior to the
                     termination of this Agreement by Authorized Selling Firm
                     or Producers. Company will invoice Agency unless Company
                     and Agency agree upon another method of payment of such
                     amounts.

      6.4   Authorized Selling Firm shall pay cash or non-cash compensation
            for Product sales: (i) only to any person or entity that is
            appropriately licensed and appointed to sell Products; (ii) which
            are accepted by Company; and (iii) if such payment is in
            accordance with applicable laws, regulations, NASD or other
            self-regulatory organization rules and Company Rules.

      6.5   If requested by Authorized Selling Firm, Company will advance
            compensation monthly based on premium expected to be deposited
            with Company to effect an IRC Section 1035 exchange of one
            investment product for another product sold under this Agreement.
            In the event that the expected premium does not reach Company
            within 90 days of the date of the Product application, the entire
            compensation for the transaction will be charged back during the
            next normal compensation cycle.

      6.6   The parties hereto agree that Company may act as paying agent for
            the Authorized Selling Firm for purposes of paying compensation to
            Producers (herein "Paying Agent Services"). In that event,
            Authorized Selling Firm authorizes Company, on behalf of the
            Broker-Dealer and Agency, to pay all compensation due to Producers
            in respect of the sales of Contracts by Producers.

            6.6.1.   In connection with Paying Agent Services, Company shall
                     have no discretion as to either the timing or the amount
                     of such payments to any Producer and all such payments
                     shall be made in accordance with the Authorized Selling
                     Firm's compensation schedule which shall be provided to
                     the Company from time to time while this Agreement
                     remains in effect. Company will make all such payments
                     from its centralized payroll system. Company will
                     withhold all federal, state and local income and related
                     employment taxes in respect of such payments, and shall
                     timely report and deposit all such amounts with the
                     appropriate revenue authorities.

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            6.6.2.   Company's books and records will reflect all transactions
                     performed on behalf of Authorized Selling Firm.
                     Authorized Selling Firm will retain overall
                     responsibility for the records kept for it by Company
                     hereunder, exactly as if Authorized Selling Firm rather
                     than Company performed the Paying Agent Services. Company
                     acknowledges that it holds all books and records with
                     respect to the Paying Agent Services on behalf of and as
                     agent for Authorized Selling Firm whose property they are
                     and shall remain and Company acknowledges that it will
                     provide access to Authorized Selling Firm upon Authorized
                     Selling Firm's reasonable request.

            6.6.3.   In connection with the Paying Agent Services, each party
                     agrees to cooperate with the other party and all
                     appropriate government authorities (including without
                     limitation the SEC, the NASD and state insurance
                     regulators) and will permit each other and such
                     authorities reasonable access to its books and records in
                     connection with any investigation or inquiry relating to
                     this Agreement or the transactions contemplated hereby.
                     Each party agrees to permit the other party or the
                     appropriate governmental authority to make copies of
                     portions of its books and records that relate to the
                     party's performance of its duties under this Agreement
                     and which are the subject matter of the investigation or
                     inquiry.

            6.6.4.   The Authorized Selling Firm agrees to reimburse Company
                     at cost for Paying Agent Services provided by Company
                     pursuant to this Agreement. The charge to the Authorized
                     Selling Firm for such services shall include all direct
                     and indirectly allocable expenses. The methods for
                     allocating expenses to the Authorized Selling Firm shall
                     be in accordance with the requirements of the Minnesota
                     insurance holding company system laws. Such methods shall
                     be modified and adjusted by mutual agreement where
                     necessary or appropriate to reflect fairly and equitably
                     the actual incidence of expense incurred by the Company
                     on behalf of the Authorized Selling Firm. The method of
                     allocating costs hereunder and the payment thereof shall
                     be determined in the following manner:

                     (a)    The cost of services performed by the Company that
                            are identifiable as expenses incurred directly and
                            exclusively for the benefit of the Authorized
                            Selling Firm shall be charged to the Authorized
                            Selling Firm.

                     (b)    The cost of services performed by the Company that
                            are not identifiable as expenses incurred directly
                            and exclusively for the benefit of the Authorized
                            Selling Firm shall be allocated and charged to the
                            Authorized Selling Firm in conformity with
                            customary insurance accounting practices.

                     (c)    At the request of the Authorized Selling Firm, and
                            at Company's expense, the Company shall produce
                            records and provide access to enable the
                            Authorized Selling Firm to verify that such cost
                            allocations are performed in accordance with the
                            practices referenced above.

                     (d)    For services rendered under this Agreement,
                            payment shall be made by the Authorized Selling
                            Firm to the Company on a monthly basis within
                            thirty (30) days of invoice or other notice. The
                            parties agree that during the course of any given
                            month the Authorized Selling Firm may make
                            reasonable estimated payments for part or all of
                            the monthly cost in which case such payment shall
                            be offset against the actual amount otherwise due
                            at the end of the month under this Agreement. The
                            parties also agree that, at the option of the
                            Authorized Selling Firm, the Authorized Selling
                            Firm may reimburse the Company based upon the
                            Company's good faith estimate of the monthly costs
                            for some or all of the services provided
                            hereunder, in which case there shall be a final
                            adjustment made within thirty (30) days after
                            completion of the Company's cost analysis
                            performed at least annually.

                     For purposes of allocating costs under this Agreement,
                     the Authorized Selling Firm and Company shall rely on
                     their internal accounting and allocation system then in
                     effect, that system currently being the Management
                     Accounting and Reporting System ("MARS"), which utilizes
                     a product factor methodology for certain services and
                     rate-volume formulas for other services, in order to

                                 Page 7 of 10
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                     ensure fair and reasonable allocations of income and
                     expenses among affiliated entities. Allocation of costs
                     in connection with Paying Agent Services shall be
                     accounted for by Authorized Selling Firm in accordance
                     with applicable requirements of the Securities and
                     Exchange Commission and by the NASD including guidance
                     provided in Notice To Members 03-63

            6.6.5.   It is understood that these Paying Agent Services may be
                     terminated at any time upon mutual consent of the parties
                     without otherwise affecting the terms of this Agreement.

7.    INDEMNIFICATION.

      7.1   INDEMNIFICATION OF COMPANY AND DISTRIBUTOR. Authorized Selling
            Firm shall indemnify, defend and hold harmless Company and
            Distributor and any of their respective officers, directors and
            employees, from and against any and all losses, claims, damages,
            liabilities, actions, costs or expenses to which Company or
            Distributor, or any of their respective officers, directors and
            employees, may become subject insofar as such losses, claims,
            damages, liabilities, actions, costs or expenses arise out of or
            are based upon: the acts or omissions of Authorized Selling Firm
            or any of its employees, agents, Producers or licensed assistants
            while acting on behalf of Authorized Selling Firm or RiverSource
            in connection with this Agreement; any breach of any covenant or
            agreement made by Authorized Selling Firm under this Agreement or
            any illegal action; the acts or omissions of the clearing broker
            or any employee or agent of clearing broker while performing the
            activities covered by this Agreement. The indemnity obligation of
            this paragraph will extend to any regulatory penalties incurred by
            Company or Distributor as a result of said activities.

            This indemnification obligation shall not apply to the extent that
            such alleged act or omission is attributable to Company or
            Distributor either because (1) Company or Distributor directed the
            act or omission, or (2) the act or omission by Authorized Selling
            Firm or any of its employees, agents, Producers or licensed
            assistants was the result of their compliance with the Company
            Rules.

      7.2   INDEMNIFICATION OF AGENCY AND BROKER-DEALER. Company or
            Distributor, as the case may be, shall indemnify, defend and hold
            harmless Authorized Selling Firm, and any of its officers,
            directors and employees, from and against any and all losses,
            claims, damages, liabilities, actions, costs or expenses to which
            Authorized Selling Firm, or any of its officers, directors and
            employees, may become subject insofar as such losses, claims,
            damages, liabilities, actions, costs or expenses arise out of or
            are based upon: the acts or omissions of Company or Distributor,
            respectively, or any employee or agent of Company or Distributor
            (excluding Authorized Selling Firm, Producers or licensed
            assistants) while acting on behalf of RiverSource in connection
            with this Agreement; any breach of any covenant or agreement made
            by Company or Distributor, respectively, under this Agreement; or
            the inaccuracy or breach of any representation or warranty made by
            Company or Distributor, respectively, under this Agreement.

      7.3   LIMITATION OF LIABILITY. Each party agrees that, as between the
            parties, in no event will any party to this Agreement be
            responsible to any other party for any incidental, indirect,
            consequential, special, punitive, or exemplary damages of any kind
            arising from this Agreement, including without limitation, lost
            revenues, loss of profits or loss of business. This limitation
            does not apply to third party claims for damages that are covered
            by the indemnification obligation under this Section 7.

8.    ARBITRATION. The parties agree to attempt to settle any
      misunderstandings or disputes arising out of this Agreement through
      consultation and negotiation in good faith and a spirit of mutual
      cooperation. However, if those attempts fail, the parties agree that any
      misunderstandings or disputes arising from this Agreement will be
      decided by arbitration administered by the American Arbitration
      Association in accordance with its Commercial Arbitration Rules and
      Title 9 of the U.S. Code. Judgment on the award rendered by the
      arbitrators may be entered in any court having jurisdiction thereof. The
      number of arbitrators will be three (unless the parties to the dispute
      agree on a single arbitrator), one of whom will be appointed by
      RiverSource or an affiliate other than Authorized Selling Firm, one of
      whom will be appointed by Authorized Selling Firm, and the third of whom
      will be selected by mutual agreement, if possible, within 30 days of the
      selection of the second arbitrator and thereafter by the administering
      authority.

                                 Page 8 of 10
<PAGE>

9.    TERMINATION.

      9.1   TERMINATION FOR CAUSE. At any time during the Term of this
            Agreement, RiverSource or Authorized Selling Firm may terminate
            this Agreement immediately for material breach of this Agreement
            upon written notice of such termination to the other party. Such
            written notice shall state the cause with specificity.

      9.2   TERMINATION WITHOUT CAUSE. RiverSource or Authorized Selling Firm
            may terminate this Agreement without cause upon 30 days prior
            written notice to the other parties.

10.   CONFIDENTIALITY. Each party agrees that, during the term of this
      Agreement and at all times thereafter, it will not disclose to any
      unaffiliated person, firm, corporation or other entity any contract
      owner information, or any of the other parties' trade secrets or
      confidential information, including, without limitation, the terms of
      this Agreement; non-public program materials; member or customer lists;
      and proprietary information, unless the party is required to do so to
      execute its responsibilities under this Agreement and in all cases each
      party will undertake the necessary safeguards to protect the other
      party's confidential information.

11.   ASSIGNMENT. The parties to this Agreement may not assign this Agreement
      without the written approval of the other parties.

12.   AMENDMENT OF AGREEMENT. RiverSource reserves the right to amend this
      Agreement at any time, but no amendment shall be effective until
      approved in writing by Authorized Selling Firm.

13.   SETOFFS AND CHARGEBACKS. Authorized Selling Firm authorizes RiverSource
      to set off from all amounts otherwise payable to Authorized Selling Firm
      all liabilities of Broker-Dealer, Agency or Producers. Authorized
      Selling Firm is liable for the payment of all moneys due to RiverSource
      that may arise out of this Agreement or any other agreement between
      Broker-Dealer, Agency, Distributor, and Company including, but not
      limited to, any liability for any chargebacks or for any amounts
      advanced by or otherwise due Company.

14.   MISCELLANEOUS.

      14.1  APPLICABLE LAW. This Agreement shall be governed by and
            interpreted under the laws of the State of Minnesota.

      14.2  SEVERABILITY. Should any part of this Agreement be declared
            invalid, the remainder of this Agreement shall remain in full
            force and effect, as if the Agreement had originally been executed
            without the invalid provisions.

      14.3  NOTICE. Any notice must be in writing and will be deemed to have
            been duly given if sent by U.S. mail, postage prepaid, or via a
            national courier service with the capacity to track its shipments,
            to the following addresses:

<TABLE>
            <S>                                    <C>
            IF TO COMPANY:                         IF TO DISTRIBUTOR:
            RiverSource Life Insurance Company     RiverSource Distributors, Inc.
            227 Ameriprise Financial Center        52 Ameriprise Financial Center
            Minneapolis, MN 55474                  Minneapolis, MN 55474

            IF TO AGENCY:                          IF TO BROKER-DEALER:
            Ameriprise Financial Services, Inc.    Ameriprise Financial Services, Inc.
            55 Ameriprise Financial Center         55 Ameriprise Financial Center
            Minneapolis, MN 55474                  Minneapolis, MN 55474
</TABLE>

            Exhibit A modifications are duly given when sent by electronic
            mail or U.S. mail to the current or last known primary contact
            person at Authorized Selling Firm.

                                 Page 9 of 10
<PAGE>

      14.4  BINDING EFFECT. This Agreement shall be binding upon and inure to
            the benefit of the parties hereto and their respective successors
            and assigns, subject to the provisions of this Agreement limiting
            assignment.

      14.5  HEADINGS. The headings in this Agreement are for convenience only
            and are not intended to have any legal effect.

      14.6  DEFINED TERMS. The terms defined in this Agreement are to be
            interpreted in accordance with this Agreement. Such defined terms
            are not intended to conform to specific statutory definitions of
            any state.

      14.7  ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
            of the parties pertaining to the subject matter of this Agreement.
            It supersedes all prior communications, representations,
            understandings and agreements of the parties, whether oral or
            written, pertaining to the subject matter of this Agreement.

      14.8  SURVIVAL. All terms and conditions that of their nature are
            intended by the parties to survive this Agreement shall.

      14.9  NO WAIVER. No failure to enforce, nor any breach of any term or
            condition of this Agreement, shall operate as a waiver of such
            term or condition, or of any other term or condition, nor
            constitute nor be deemed a waiver or release of any other rights
            at law or in equity, or of claims which any party may have against
            any other party, for anything arising out of, connected with, or
            based upon this Agreement. Any waiver, including a waiver of this
            Section, must be in writing and signed by the parties to this
            Agreement.

      14.10 RIGHTS AND REMEDIES ARE CUMULATIVE. The rights, remedies and
            obligations contained in this Agreement are cumulative and are in
            addition to any and all rights, remedies and obligations, at law
            or in equity, which the parties to this Agreement are entitled to
            under state and federal laws.

      14.11 COUNTERPARTS. This Agreement may be executed in counterparts, each
            of which is an original and all of which together constitute one
            and the same instrument.

RIVERSOURCE LIFE INSURANCE COMPANY    AMERIPRISE FINANCIAL SERVICES, INC.

By:      /s/ Timothy V. Bechtold      By:      /s/ Brian M. Heath
         -------------------------             ---------------------------------
Print Name:  Timothy V. Bechtold      Print Name:  Brian M. Heath
            ----------------------                ------------------------------
Title:       President                Title:       President - U S Advisor Group
            ----------------------                ------------------------------
Date:        12/21/2006               Date:        12/27/2006
            ----------------------                ------------------------------





RIVERSOURCE DISTRIBUTORS, INC.

By:      /s/ Mark Schwarzmann
         -------------------------
Print Name:  Mark Schwarzmann
            ----------------------
Title:       CEO
            ----------------------
Date:       12/21/2006
            ----------------------


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