BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
WASHINGTON, DC 20551

January 30, 2013

Ms. Lena V. Kiely

Counsel

Davis Polk & Wardwell LLP
450 Lexington Avenue

New York, New York 10017

Dear Ms. Kiely:

This is in response to the application by Ameriprise Financial, Inc.
(“Ameriprise”), Minneapolis, Minnesota, to deregister as a savings and loan
holding company (“SLHC”) pursuant to section 604(i) of the Dodd-Frank Act,

12 U.S.C. § 1467a(a)(1)(D)Gi)(ID, and the Board’s Regulation LL,

12 CFR 238.4(d). Ameriprise seeks to deregister based on a showing that its
subsidiary federal savings association, Ameriprise Bank, FSB (“Bank”),
Minneapolis, Minnesota, qualifies as a trust-only company pursuant to

section 2(c)(2)(D) of the Bank Holding Company Act, 12 U.S.C. § 1841(c)(2)(D).

Ameriprise is a financial services company and is an SLHC because
it owns Bank. Bank is a limited-purpose savings association that serves as a
trustee for its customers and provides investment advisory services.

In connection with the application, Ameriprise and Bank have
committed as follows:

1. Bank will not, without the prior approval of the Board or its staff, engage
in activities beyond those that are permissible under section 2(c)(2)(D) and
its implementing regulations.

2. Bank will hold at least 99 percent of its deposits in a trust or fiduciary
capacity (excluding from the calculation the amount required to maintain
deposit insurance from the Federal Deposit Insurance Corporation
(“FDIC”).

3. Bank does not maintain and will not accept demand deposits or deposits
that the depositor may withdraw by check or similar means for payment to
third parties or others.

www.federalreserve.gov


4. Bank does not and will not make commercial loans.

5. Bank will not obtain payment or payment-related services from any
Federal Reserve Bank and will not seek to exercise discount or borrowing
privileges with the Federal Reserve.

6. No affiliates of Bank will offer or market the deposits of Bank that are
insured by the FDIC.

Based on the foregoing and all the facts of record, including the most
recent call report and report of examination of Bank and consultation with the
Office of the Comptroller of the Currency, Bank’s primary federal regulator, the
General Counsel and the Director of the Division of Banking Supervision and
Regulation, acting pursuant to authority delegated by the Board, have approved
the application by Ameriprise to deregister as an SLHC. This action is taken in
reliance on all the facts of record, including all the representations and
commitments made to the Board in connection with the application, and the
fulfillment of all regulatory requirements, including those related to the conversion
of Bank to a trust-only federal savings association. Those representations and
commitments constitute conditions imposed in writing in connection with the
approval of Ameriprise’s application to deregister as an SLHC and, as such, may
be enforced in proceedings under applicable law. Any change in the
representations or commitments may result in a different conclusion and should be
reported to Board staff promptly.

Sincerely yours,

Margaret McCloskey Shanks
Deputy Secretary of the Board

cc: Ron J. Feldman, Senior Vice President
Federal Reserve Bank of Minneapolis
Office of the Comptroller of the Currency