Exhibit 4.5


 


FOURTH AMENDMENT TO THE 


 


AMERIPRISE FINANCIAL 401(K) PLAN


 


AS RESTATED EFFECTIVE JANUARY 1, 2018


 


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


 


WHEREAS, the Compensation and Benefits Committee (the
 “Committee”) of the Board of Directors of the Company has the authority to approve certain amendments to the Plan,
including those contemplated herein;


 


WHEREAS, the Committee desires to amend the Plan to provide
for a new type of Company contribution for certain Participants who are not eligible to participate in the Ameriprise Financial
Retirement Plan after the April 10, 2020 pay date;


 


WHEREAS, the undersigned officer of the Company deems
it deems it necessary and appropriate to make this amendment to reflect the changes approved by the Committee; and


 


NOW, THEREFORE, the Plan is amended effective as of the
April 24, 2020 pay date, in the manner below, except that any other provision with differing effective date(s) are effective as
of such specific date(s):


 


		I.	The following new Section 2.17, “Company Base Contribution,” is added, the remaining sections in Article 2 are
renumbered accordingly, and internal cross-references are updated accordingly:



 


“2.17             “Company Base Contribution”


 


means the fixed amount contributed
by a Participating Company in accordance with Section 4.9.”


 


		II.	The following new Section 2.18, “Company Base Contribution Account,” is added, the remaining sections in Article
2 are renumbered accordingly, and internal cross-references are updated accordingly:



 


“2.18             “Company Base Contribution
Account”


 


means the account of a Participant
established and maintained to hold Company Base Contributions in accordance with Section 4.9.”


 






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		III.	Section 4.5(d)(vi) is amended to add new paragraph (e), “Company Base Contribution Account,” and the remaining
account types in this section are re-lettered accordingly.



 


		IV.	Section 4.7(b)(i) is amended to read as follows:



 


“(i)      The
Participating Company is not required to make its contributions attributable to the period of Military Leave until the later of
90 days after the Employee is reemployed under qualifying circumstances or the normal due date for payment of Plan contributions
for the Plan Year in question (or as soon as reasonably practicable after the applicable deadline, if it is impossible or unreasonable
for the Participating Company to make its contributions by the deadline).


 


(a)   No
interest is required or permitted with respect to these contributions.


 


(b)   The
Participating Company is only required to make Fixed Match Contributions to the extent the Employee makes up the requisite amount
of Before-Tax Contributions, Roth 401(k) Contributions, Catch-up Contributions and Roth Catch-up Contributions to the Plan, at
which point Fixed Match Contributions must be made in accordance with the Plan’s usual rules.






(c)   If
the Participant would have been entitled to Company Base Contributions if not for his or her absence on Military Leave, the Participant
will be provided with the Company Base Contributions that would have been received but were not made due to the Participant’s
Military Leave, regardless of whether the Participant chooses to make contributions.”


 


		V.	Section 4.9 is added as follows, effective for Compensation paid on or after April 24, 2020:



 


“4.9               Company Base Contributions


 


A Company Base
Contribution shall be made to all Participants who, after the April 10, 2020 pay date, are not eligible to participate in the
Ameriprise Financial Retirement Plan, except that a Company Base Contribution shall not be made to i.) any individual whose
job classification is that of “P1 Advisor Exempt” or “P1 Advisor Non-Exempt” within the
 “Ameriprise Advisor Group” channel (or, in either case, a successor job title) and ii.) any individual whose job
classification is “Managed Advisor,” “Retail Advisor” or similar advisor within the “Ameriprise
Financial Institutions Group” channel (or in each case, a successor job title). The Company Base Contribution shall be
an amount equal to two percent (2%) of the eligible Participant’s Compensation paid for each payroll period with a pay
date on or after April 24, 2020 during which the Participant is eligible to participate in the Plan and meets the
requirements of this Section.


 






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The Company Base Contribution
hereunder shall be allocated to each receiving Participant’s Company Base Contribution Account at least annually. (The timing
described herein refers to the timing of the calculation of this Company Base Contribution and does not require actual contributions
to be made prior to the date required by law.) A Participant entitled to receive a Company Base Contribution shall be vested in
amounts allocated to his or her Company Base Contribution Account in accordance with the provisions of Article 7.


 


The amount of Company Base Contributions
contributed hereunder shall be subject to the limitations of Article 5 and such contributions may be restricted, reduced or otherwise
adjusted as provided in Article 5 to ensure that such limitations are satisfied.


 


		VI.	The title of Section 7.1 is amended by adding the term “Company Base Contributions” after the term “Fixed
Match Contributions.” In addition, the opening lines of the second paragraph of this section are amended to read as follows:



 


“All amounts allocated to the Accounts
of Participants that are attributable to Fixed Match Contributions, Company Base Contributions and Prior Company Contributions
shall be vested in accordance with the following schedule:”


 


		VII.	Section 7.3(a)(i), (ii), (iv) and (v) are amended as follows:



 


(i)         Cash-out of Certain Participants. If the value
of the vested portion of such Participant’s Account does not exceed $1,000, the Participant shall receive a single
lump-sum distribution of the entire vested portion of such Account and the portion that is not vested shall be treated as a
forfeiture at the time the distribution is made to the Participant. Forfeited amounts shall be used to reduce Plan expenses
or to reduce the Participating Companies’ obligation to make Fixed Match Contributions and Company Base Contributions
(or, to the extent applicable, to restore previously forfeited balances for rehired Participants). For purposes of this
Section, if the value of the vested portion of a Participant’s Account is zero (0), the Participant shall be deemed to
have received a distribution of such vested Account.


 


(ii)        Participants
who Elect to Receive Distributions. If such Participant elects to receive a distribution, in accordance with Article 8, of
the value of the vested portion of his or her Account derived from all contributions, the portion that is not vested shall be
treated as a forfeiture at the time the distribution is made to the Participant. Forfeited amounts shall be used to reduce
Plan expenses or to reduce the Participating Companies’ obligation to make Fixed Match Contributions and Company Base
Contributions (or, to the extent applicable, to restore previously forfeited balances for rehired Participants).


 






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(iv)
       Participants Who Do Not Receive Distributions. If such Participant does not receive a
distribution, the value of the portion of the Participant’s Account that is non-vested will remain in the Account of
the Participant until such time as the Participant has incurred a Termination Period consisting of five (5) consecutive
one-year periods, at which time the non-vested portion will be forfeited and used to reduce Plan expenses or to reduce the
Participating Companies’ obligation to make Fixed Match Contributions and Company Base Contributions (or, to the extent
applicable, to restore previously forfeited balances for rehired Participants).


 


(v)
        Restored Forfeitures. If the forfeited portion of a Participant’s Account is
restored as provided in Section 7.4(a)(iii), the amount allocated to a Participant’s Account that is attributable to
Fixed Match Contributions, Company Base Contributions and Prior Company Contributions shall become vested in the Participant
in accordance with the provisions of Section 7.1.”


 


		VIII.	Section 9.3(a)(i) is amended to change the effective date from “October 3, 2017” to “April 24, 2020”
and to add new paragraph (e), “Company Base Contribution Account,” to the Account list below the first paragraph and
the remaining account types in this section are re-lettered accordingly.



 


		IX.	Section 9.3(b) is amended to change the effective date from “October 3, 2017” to “April 24, 2020” and
to add new paragraph (iv), “Company Base Contribution Account,” to the Account list below the first paragraph and the
remaining account types in this section are re-numbered accordingly.



 


		X.	Section 9.4 is amended to change the effective date from “October 3, 2017” to “April 24, 2020” and
to add new paragraph (e), “Company Base Contribution Account,” to the Account list below the first paragraph and the
remaining account types in this section are re-lettered accordingly.



 


		XI.	Section 17.6 is amended to read as follows:



 


“17.6             Company Base
Contributions to ESOP


 


Any portion of the Company
Base Contribution that the Participant directs at the time of contribution to be invested in the Company Stock Fund will be
invested accordingly except to the extent such contribution would fail to satisfy the applicable nondiscrimination
requirements of the Code. To the extent such contribution is not invested in the Company Stock Fund by application of the
previous sentence, such contribution is treated as a contribution for which a Participant has failed to specify an investment
under Section 6.3. Company Profit Sharing Contributions for Plan Years prior to January 1, 2007 were subject to the same
rules.”


 






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IN WITNESS WHEREOF, the Executive Vice President of Human
Resources has caused this Fourth 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: 	November 11, 2019




 






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