Exhibit 4.3


 


SECOND AMENDMENT TO THE 


 


EIGHTH AMENDMENT AND RESTATMENT OF THE



 


AMERIPRISE FINANCIAL 401(K) PLAN


 


WHEREAS, Ameriprise Financial, Inc. (“the Company”),
adopted the Eighth Amendment and Restatement of the Ameriprise Financial 401(k) Plan (the “Plan”), generally effective
January 1, 2018, and subsequently amended;


 


WHEREAS, pursuant to its delegation powers, the Compensation
and Benefits Committee (the “Committee”) of the Board of Directors of the Company has authorized the Company’s
Executive Vice President of Human Resources to execute and deliver any and all necessary or appropriate non-material amendments
to the Plan that do not have a financial impact to the Company in excess of a specific dollar amount;


 


WHEREAS, the Company desires to amend the Plan to change
the definition of “Compensation” to include cut-in payments;


 


WHEREAS, the Company intends to modify the terms surrounding
hardship withdrawals;


 


WHEREAS, the Company wishes to provide for a match “true-up”
contribution for employee financial advisors who terminate employment to become franchisee financial advisors and continue in that
role through the end of the respective year; and


 


WHEREAS, the undersigned officer of the Company deems
it necessary and appropriate to make this amendment;


 


NOW, THEREFORE, pursuant to Article 13 of the Plan, the
Plan is amended effective January 1, 2019, in the manner below, except that any other provisions with differing effective date(s)
are effective as of such specific date(s):


 


		I.	Section 2.26(b) is replaced in its entirety with the following:



 


“(b)      When
used herein, “Compensation” shall include, but not be limited to the following: regular earnings, nonexempt salary,
nonexempt variance, nonexempt level income, draw, overtime, paid time off, sick time, shift differential, regular earnings adjustments,
Company-paid workers’ compensation, pay in lieu of notice, commissions, performance-related cash incentive pay, commission
paid on the sale of products, paid leave of absence and licensed staff-support (cut-in) payments. “Compensation” shall
not include lump sum or serial severance, imputed income, long-term incentive pay, special awards, non-qualified deferred compensation
plan contributions or payments, Technology Team-Variable Compensation Plan bonus payments, bonus payments other than performance-related
cash incentive pay, transition pay, referral fee and bonuses, recruiting payments, retention payments, special project, consulting
pay and any loan bonuses.”


 






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		II.	Section 4.3 is amended by revising the second paragraph to read as follows:



 


Furthermore, if a Participant
makes Before-Tax Contributions, Roth 401(k) Contributions, Roth Catch-up Contributions and/or Catch-up Contributions during the
course of the Plan Year, then, following the end of such Plan Year, a “true-up” contribution shall if necessary be
made to the Fixed Match Account of each eligible Participant who is an Employee as of the last business day of the Plan Year (or
whose employment terminated during that Plan Year by reason of Retirement, Disability, death or to enter into an Independent Advisor
Business Franchise Agreement with an Affiliated Company provided that the Participant continues in such Independent Advisor status
through the last business day of the Plan Year) so that the total Fixed Match Contributions for the Plan Year shall be an amount
equal to one hundred percent (100%) of the Participant’s Before-Tax Contributions, Roth 401(k) Contributions, Roth Catch-up
Contributions and/or Catch-up Contributions for the Plan Year, but such Fixed Match Contributions shall not exceed five percent
(5%) of the Participant’s Compensation paid for the Plan Year.


 


		III.	Section 9.3(b) is replaced in its entirety with the following:



 


“(b)     Hardship Withdrawals.
A Participant may apply to the Administration Committee on the basis of hardship to withdraw as of any Valuation Date, in cash,
all or a portion of the vested portion of his or her Account attributable to contributions in the following hierarchical order:


 


		(i)	Rollover Contribution Account;



 


		(ii)	Prior Vested Company Contribution Account;



 


		(iii)	Fixed Match Contribution Account;



 


		(iv)	Prior Company Contribution Account;



 


		(v)	Before-Tax Contribution Account (including Catch-up Contributions); 



 


		(vi)	Roth 401(k) Contribution Account (including Roth Catch-up Contributions);



 


		(vii)	Roth 401(k) Rollover Contribution Account;



 


		(viii)	amounts in the Roth Conversion Accounts that are attributable to amounts that would be distributable
hereunder if still in their original Accounts (in the same order as the original Accounts); and



 





		(ix)	Qualified Nonelective Contribution Account.



 






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The
Administration Committee shall approve such application only to relieve an immediate and heavy financial need of the Participant
(including his or her spouse or any dependent), not in excess of the amount required to relieve such financial need, and only if,
and to the extent, such need cannot be satisfied from other resources reasonably available to him or her (including assets of his
or her spouse and minor children reasonably available to him or her). The amount of such an immediate and heavy financial need
may include any amounts necessary to pay any federal, state, local or foreign income taxes or other taxes or penalties or interest
reasonably anticipated to result from the withdrawal. 


 


In
making a determination whether to approve any such application, the Administration Committee may require the Participant to submit
such proof as to the existence of such financial need as the Administration Committee shall deem necessary or advisable. For purposes
of this Section, an immediate and heavy financial need may include: (a) unreimbursed medical, dental or vision expenses of
the Participant, the Participant’s immediate family (by blood, marriage or adoption) or the Participant’s primary beneficiary
under the Plan; (b) the purchase or construction of a principal residence (excluding mortgage payments) of the Participant;
(c) rent, mortgage or other payments needed to prevent the eviction from or the foreclosure on the mortgage of a principal
residence of the Participant; (d) the tuition and related educational fees, including room and board, for the next twelve
(12) months of post-secondary education of the Participant, spouse, dependent children or primary beneficiary under the Plan; (e) funeral
expenses of members of a Participant’s immediate family (by blood, marriage or adoption) or the Participant’s primary
beneficiary under the Plan; (f) amounts required to purchase or repair the car used as the Participant’s primary means
of transportation to and from work, (g) expenses for the repair of damage to the Participant’s principal residence that would
qualify for the casualty deduction under Code Section 165 (without regard to Code Section 165(h)(5) and whether the loss exceeds
ten percent (10%) of adjusted gross income) and, effective January 1, 2018, (h) expenses and losses (including loss of income)
incurred by the Participant on account of a disaster declared by the Federal Emergency Management Agency (“FEMA”) under
the Robert T. Stafford Disaster Relief and Emergency Assistance Act, Pub. L. 100-707, provided that the Participant’s principal
residence or principal place of employment at the time of the disaster was located in an area designated by FEMA for individual
assistance with respect to the disaster. 


 






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In
determining whether a distribution is necessary to satisfy such financial need, the Administration Committee reasonably may rely
upon the Participant’s representation that the need cannot be satisfied from other resources reasonably available to him
or her. For this purpose, the Administration Committee shall accept the Participant’s representation that such financial
need cannot be relieved (a) through reimbursement or compensation by insurance or otherwise, (b) by reasonable liquidation
of assets, to the extent such liquidation would not itself cause a financial need, (c) by cessation of all Before-Tax Contributions,
Roth 401(k) Contributions, Catch-up Contributions and Roth Catch-up Contributions under the Plan, (d) by other distributions
or withdrawals (other than on account of hardship) from this Plan and all other plans maintained
by the Company or from any other plan maintained by any other employer in which the Participant participates or (e) by borrowing
from commercial sources on reasonable commercial terms, unless the Administration Committee has actual knowledge to the contrary.
For this purpose, a Participant who participates in the employee stock ownership plan (the “ESOP”) must elect to receive
a dividend distribution on Company stock under the ESOP to the extent currently available and such dividend distribution shall
be treated as a distribution under a plan maintained by the Company to the extent such dividend is currently available to the
Participant. Hardship withdrawal requests will be approved in accordance with uniform and nondiscriminatory procedures established
by the Administration Committee.


 


No
withdrawal shall be made under this Section 9.3(b) unless any amounts available for withdrawal or distribution under other sections
of the Plan have already been withdrawn or are to be currently withdrawn.”


 






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IN WITNESS WHEREOF, the Executive Vice President of Human
Resources has caused this Second Amendment to be executed as of the date indicated below.


 





	 	AMERIPRISE FINANCIAL, INC.
	 	 	 
	 	By:	/s/ Kelli Hunter Petruzillo
	 	 	 
	 	Title:	Executive Vice President, Human Resources
	 	 	 
	 	Date:	April 15, 2019




 






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