Page 1 of 7  REWARDS FULFILLMENT SERVICES AGREEMENT    This Rewards Fulfillment Services Agreement (this “Agreement”) is made and entered into as of the   December 1, 2022 (the “Effective Date”) by and between Ameriprise Bank, FSB, having its home offices  at 707 2nd Avenue South, Minneapolis, Hennepin County, MN 55402 (“Bank”) and Ameriprise  Certificate Company, having offices at 707 2nd Avenue South, Minneapolis, Hennepin County, MN   (“Company”).         WHEREAS, Bank and Company are both wholly owned subsidiaries of Ameriprise Financial,  Inc.; and     WHEREAS, Bank and Company wish to engage each other regarding certain Ameriprise rewards  fulfillment services, as described herein; and     WHEREAS, the Parties intend that the Services to be provided as further defined herein will be  governed by the terms and conditions of this Agreement; and    WHEREAS, the Parties are affiliates for purposes of Sections 23A and 23B of the Federal Reserve  Act (12 U.S.C. §§ 371c – 371c-1) as implemented by Regulation W of the Board of Governors of the  Federal Reserve System (12 C.F.R. Part 223) and as made applicable to the Bank by Section 11(a) of the  Home Owners Loan Act (12 U.S.C. § 1468(a)) (together, the “Transactions with Affiliates Rules”), and,  therefore, are subject to the limitations on transactions with affiliates under the Transactions with Affiliates  Rules, which require, among other things, that certain transactions between Bank and Company be  conducted on terms and under circumstances, including credit standards and fees, that are substantially the  same, or at least as favorable to Bank, as those prevailing at the time for comparable transactions with or  involving unaffiliated companies, or, in the absence of such comparable transactions, that in good faith  would be offered to, or would apply to, unaffiliated companies.    NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for  other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and  intending to be legally bound hereby, Bank and Company agree as follows:     Section 1. Definitions.  As used in this Agreement, the following terms shall have the  meaning hereinafter defined:  “Applicable Law” means all laws, statutes, rules and regulations of any federal or state  government or body having jurisdiction over the Parties or that apply to the Services.   “Customer Information” shall have the meaning set forth in Section 6(a).  “Indemnified Parties” shall have the meaning set forth in Section 8.  “OCC” means the Office of the Comptroller of the Currency.  “Parties” means both Ameriprise Bank, FSB and Ameriprise Certificate Company.   “Party” means either Ameriprise Bank, FSB or Ameriprise Certificate Company, as applicable.   “Party Data” means data and information supplied to Servicing Party by Receiving Party for  purposes of using the Services.   “Receiving Party” means the Party that obtains Services from Servicing Party pursuant to the  Agreement.
 Page 2 of 7   “Services” shall have the meaning set forth in Section 2.   “Servicing Party” means the Party that provides Services to Receiving Party pursuant to this  Agreement.  “Transactions with Affiliates Rules” shall have the meaning set forth in the fourth recital above.  “Transition Period” shall have the meaning set forth in Section 7(b).  Section 2. Services.    (a) Pursuant to the terms of the Co-brand Credit Card Agreement between Bank and  U.S. Bank National Association d/b/a Elan Financial Services dated February 13, 2019, as amended, (the  “Card Agreement”), the Bank has agreed to establish and maintain a rewards program throughout its term  (“Rewards Program”) and has entered into an agreement with a rewards program provider for the servicing  and management of the Rewards Program.    (b) As part of the Rewards Program, the Bank makes available a range of redemption  options in exchange for points earned under the Rewards Program.  (c) As part of the available redemption options, the Company agrees to support and  provide a credit to a client’s existing certificate account in exchange for the redemption of a defined value  of rewards points under the Rewards Program.  Section 3. Fulfillment of Services.   (a) The Parties will use commercially reasonable efforts to perform their respective  roles and responsibilities under this Agreement.     (b) The Parties shall assist each other and provide information and assistance  reasonably requested by a Party to successfully effectuate the Services under this Agreement, to respond  to any inquiries or complaints from a Party or any of its customers, and to otherwise ensure that Services  are provided at a high level of quality in a cost-effective manner.  (c) In no event shall a Party engage in any activity in connection with their roles and  responsibilities under this Agreement that would violate Applicable Law.  (d) A Party shall promptly provide the other Party all such information and reports as  may be reasonably requested to audit, balance, verify and reconcile its activities and compliance with the  terms of this Agreement.  Section 4. Fees and Expenses.  In connection with performance of the Services outlined in  this Agreement, Bank shall pay Company in an amount equal to the credit made by Company into a  client’s certificate account.  Bank shall reduce the client’s rewards points balance in the Rewards  Program in an amount equal to the credit provided by Company.   Section 5. Records, Reports, and Audits.  A Servicing Party shall create and maintain  accurate books and records for its Services in accordance with Applicable Law and industry practice.  A  Servicing Party shall make all records, reports (including internal audit reports and independent, third- party audit reports) and other information created, maintained and produced in connection with this  Agreement available to Receiving Party, its agents and regulatory authorities that have jurisdiction over
 Page 3 of 7  Receiving Party, and Servicing Party agrees to submit to and provide cooperation and assistance to  Receiving Party in connection with any examination of Receiving Party conducted by such regulatory  authorities.  Also, at such times and in such formats as Receiving Party shall reasonably request,  Servicing Party shall furnish Receiving Party with any and all statements and reports customarily  produced in connection with Services.  In addition, at the end of each month, Servicing Party shall  provide, if applicable, a complaint resolution log detailing any consumer complaints regarding Services  (including copies of any written complaints received) and the action taken to resolve such complaints.   Servicing Party shall be solely responsible for the expenses associated with such recordkeeping, reports,  statements and logs.  Section 6. Safeguarding Customer Information.   (a) A Servicing Party acknowledges and agrees that, solely to enable Servicing Party  to perform its obligations pursuant to this Agreement, Receiving Party may provide to Servicing Party  “nonpublic personal information,” as such term is defined in Section 509 of the Gramm-Leach-Bliley Act  of 1999 and regulations promulgated thereunder, and information and data derived therefrom, concerning  customers of Receiving Party (such Party Data being, collectively, “Customer Information”).  Servicing  Party further acknowledges and agrees that it shall have the right to use Customer Information solely to  fulfill and perform its obligations under this Agreement and otherwise comply with legal and regulatory  requirements applicable to Servicing Party.  Servicing Party shall have no right to use, reuse or disclose  any Customer Information to any person or entity for any reason not specifically permitted under this  Agreement.  Servicing Party agrees to establish and maintain appropriate controls and measures designed  to ensure the security and confidentiality of Customer Information, to protect against any anticipated  threats or hazards to the security and integrity of such information, and to protect against unauthorized  access to or use of such information, all designed to meet the guidelines set forth at 12 C.F.R. Part 30  Appendix B.  Servicing Party further agrees to require any third-party service provider utilized by  Servicing Party in accordance with the terms of this Agreement to also agree in writing to establish and  maintain such controls and measures and to maintain the confidentiality of Customer Information to the  same extent required of Servicing Party.  Upon Receiving Party’s request, Servicing Party shall promptly  provide audit reports, written test results and such other information reasonably requested by Receiving  Party concerning its compliance with this Section 6(a).  If Receiving Party reasonably determines that  additional monitoring of Servicing Party’s information security measures is appropriate, it may, upon  reasonable notice, conduct an audit of Servicing Party to determine whether Servicing Party is satisfying  its obligations regarding information security.  Servicing Party shall promptly provide Receiving Party  with complete information regarding any failure of such controls and measures or any security breach  related to Customer Information.   (b) Subject to Section 6(a) above, the Parties agree that Party Data furnished by a  Party to the other Party shall be received in confidence and kept confidential by the other Party and used  by the other Party only for the purpose of providing or receiving Services under this Agreement. The  confidentiality obligations of this Section 6(b) do not apply to the extent that such information (i) is  already lawfully known to the other Party when received; (ii) thereafter becomes lawfully known from  other sources; (iii) is disclosed to affiliates, auditors, agents, third party service providers or counsel or is  voluntarily disclosed to regulators or rating agencies, provided that such entity or person has agreed in  writing or is required by law to keep such information confidential, or (iv) is required by Applicable Law  or court order to be disclosed by the other Party, provided that prior notice of such disclosure (other than  to its affiliates, auditors, counsel, regulators or rating agencies) has been given to the other Party by the  Party required to make disclosure, when legally permissible, and the Party required to make the disclosure  shall (1) provide sufficient notice to permit the other Party to take legal action to prevent the disclosure  and (2) to the extent reasonably practicable, cause the entity or person receiving such information to keep  it confidential.
 Page 4 of 7  (c) Servicing Party shall retain Party Data in accordance with Servicing Party’s then- prevailing record retention policy.  Servicing Party may, in conformity with such policy, dispose of media  containing Receiving Party data in any manner deemed appropriate by Servicing Party.  (d) Servicing Party shall maintain a business continuity plan, including plans for  disaster recovery, emergency preparedness and business resumption, all designed in accordance with  industry standards.  Servicing Party shall be solely responsible for the preparation, periodic testing,  review and implementation of disaster recovery, emergency preparedness and business resumption plans,  and the expenses associated with such plans.  Such periodic testing shall occur at least annually.   Receiving Party reserves the right to review a copy of Servicing Party’s disaster recovery, emergency  preparedness and business resumption plans and participate in such testing.    (e) The Parties agree that all information provided to it in connection with this  Agreement from the other Party shall be considered confidential and proprietary information  (“Confidential Information”) and shall not be disclosed to any third party without the prior written  consent of the Party providing the Confidential Information (the “Disclosing Party”).  Confidential  Information shall include, without limitation: business operations, financial condition or assets, including,  but not limited to, technical, developmental, marketing, analysis reports, sales, operating, performance,  cost, know-how, documentation, marketing strategies and targeting methods, business objectives,  customer and process information, computer programming techniques, and any record bearing media  containing or disclosing such information and techniques of the Disclosing Party or its subcontractors or  third party providers.  Confidential Information shall also include, without limitation the names,  addresses, and demographic, behavioral, and credit information relating to customers of the Bank.  All  consumer report, credit information, and non-experience information from customer applications will be  treated as Confidential Information and shall not be shared with third parties or the Bank’s corporate  affiliates, subsidiaries or parents of the Bank without the prior written consent of the Disclosing Party.  The Party receiving Confidential Information from the Disclosing Party shall use Confidential  Information only for the purpose of performing the terms of the Agreement and shall not accumulate in  any way or make use of Confidential Information for any other purpose.  Servicing Party shall ensure that  only its employees, authorized agents, or subcontractors who are on a strict “need to know” such  Confidential Information to perform this Agreement will receive Confidential Information and that such  persons agree to be bound by the provisions of this Section and maintain the existence of this Agreement  and the nature of their obligations hereunder strictly confidential.  In addition, Servicing Party agrees that  data coming from Receiving Party will be kept in a secure, segregated manner.   Receiving Party’s client  information must be restricted to authorized resources and users.  Section 7. Termination and Transition Services.   (a) Term and Termination.  The Agreement shall be effective for a term of five (5)  years (the “Initial Term”). Unless either Party provides written notice of termination to the other Party at  least ninety (90) days prior to the end of the Initial Term, this Agreement shall automatically renew for  successive periods of one (1) year each (each a “Renewal Term”).  Unless either Party provides written  notice to the other party at least thirty (30) days prior to the end of any Renewal Term, this Agreement  shall automatically renew for a successive Renewal Term.   Either Party may terminate this Agreement upon 60 days’ prior written notice to the other Party.  In  addition, either Party may terminate this Agreement upon written notice to the other Party following a  material breach by the other Party of an obligation contained in this Agreement that is not cured within 30  days after receipt of written notice of such breach.  Notwithstanding anything in this Agreement to the  contrary, Bank may terminate this Agreement at any time upon written notice to Company in the event  the OCC formally objects to this Agreement.  Company may not terminate this Agreement upon (i) the
 Page 5 of 7  commencement of a Party’s voluntary or involuntary bankruptcy, insolvency, liquidation or unwinding,  (ii) a Party becoming disaffiliated from the other Party or its Ameriprise affiliates, or (iii) any other  voluntary or involuntary resolution proceeding with respect to a Party or a Party otherwise enters into  voluntary or involuntary liquidation or an orderly wind-down pursuant to a resolution plan applicable to  it, provided that such Party continues to adhere to its payment obligations under the Agreement.   The termination of this Agreement shall not release any Party from liability for any breach by it prior to  such termination of any covenant, agreement, obligation, representation or warranty contained herein.  All  provisions of this Agreement relating to indemnification, confidentiality (including Customer  Information) and payment obligations that have accrued prior to termination shall survive termination of  this Agreement.    (b) Transition Services. Notwithstanding anything in this Agreement to the contrary,  the Servicing Party shall continue to provide the related Services for 120 days following the termination  effective date of this Agreement (the “Transition Period”), and this Agreement shall continue in full force  and effect during the Transition Period.  During the Transition Period, Servicing Party shall cooperate  with Receiving Party and provide reasonable assistance to the Receiving Party to enable an orderly and  efficient transfer of the related Services to Receiving Party or its designee.  Servicing Party shall be paid a  reasonable fee determined by the Parties for providing such assistance; provided, however, Servicing  Party shall provide such assistance at its own cost and expense if (i) this Agreement is terminated as a  result of a breach by Servicing Party or (ii) Servicing Party terminates this Agreement without cause.    Section 8. Indemnification.  Each Party shall indemnify, defend and hold harmless the  other Party and such other Party’s officers, employees, directors and agents (the “Indemnified Parties”)  from and against any and all losses, costs, expenses, fees, claims, damages, liabilities and causes of action  (including, but not limited to, reasonable attorneys’ fees and disbursements) resulting or arising from its:  (a) breach of any representation, warranty, covenant or agreement contained in this or (b) willful  misconduct, fraud, criminal activity, intentional tort or negligence.   Section 9. Authority.  Each of the Parties hereby represents that it is duly authorized and  empowered to execute, deliver, and perform this Agreement, that its performance of its obligations  hereunder does not conflict with or violate any provision of Applicable Law, contract or other instrument  to which it is a Party, and that this Agreement is a valid and binding obligation enforceable against such  Party in accordance with its terms.  Section 10. Miscellaneous.  (a) This Agreement constitutes the entire agreement between the Parties with respect  to the subject matter of this Agreement.  (b) The Parties agree that reasonable notice will be provided to the other Party when  either Party experiences a financial difficulty, significant incident, service disruption, or significant  change in strategy that could affect the other Party’s performance under this Agreement.  (c) This Agreement shall be governed by and construed in accordance with the  procedural and substantive laws of the State of Minnesota without giving effect to any choice of law  principles. Any claim or action brought by one of the Parties in connection with this Agreement shall be  brought in the appropriate federal or state court located in Hennepin County, Minnesota.   (d) The Parties acknowledge and agree that the relationship between them is solely  that of independent contractors, and nothing in this Agreement is to be construed to constitute the Parties
 Page 6 of 7  as employer/employee, franchisor/franchisee, agent/principal, partners, joint ventures, co-owners or  otherwise as participants in a joint or common undertaking.  Nothing in this Agreement shall be construed  as if Company is performing management functions for Bank or making management decisions for Bank.   (e) This Agreement shall be binding on the Parties and their respective successors  and permitted assigns.  Except as expressly set forth in this Agreement, neither Party may assign this  Agreement without the prior written consent of the other Party; provided, however, either Party may  assign this Agreement to an affiliate without the prior written consent of the other Party, provided that the  assigning Party and such affiliate execute an agreement under which such affiliate assumes the assigning  Party’s obligations and responsibilities under this Agreement.  (f) The Parties acknowledge and agree that Bank is a federal savings bank and is  subject to examination and regulation by the OCC and may be required to provide notification to the OCC  that it has entered into this Agreement.  Company agrees to cooperate with Bank regulator’s examination  and oversight in connection with the Agreement and the Services performed under the Agreement.   (g) Notwithstanding any provision in this Agreement to the contrary, no Party shall  be liable to another Party to the extent fulfillment or performance of any terms or provisions of this  Agreement is delayed or prevented by an act of God, war, act of terrorism, civil commotion, fire or other  casualty, power outages, general shortages of labor, materials or equipment, public health emergency or  pandemic, government regulations or other cause beyond the reasonable control of such Party.    (h) All notices to any of the Parties are to be made in writing and are to be delivered  by person, U.S. Mail, courier, facsimile or electronic mail at the following points of contact:  If to the Bank:  President  Ameriprise Bank, FSB   One World Trade Center – 78th Floor  New York, NY 10007  Facsimile Number: 212-437-8666  Electronic Mail Address:  abu.m.arif@ampf.com    If to ACC:  Treasurer  Ameriprise Certificate Company   707 2nd Ave S   Minneapolis, MN 55474  Electronic Mail Address:   shweta.j.jhanji@amf.com    All notices are deemed delivered and received upon receipt.  Either Party may change the address(es) or  addressee(s) for notice hereunder upon written notice to the other Party.    (i) No waiver of any right under this Agreement shall be effective unless in writing  executed by the Party against which enforcement of such waiver is sought.  Any waiver shall be effective  only for the specific circumstances with respect to which the waiver was provided and shall in no way act  as a waiver of future rights.
 Page 7 of 7  (j) No provision of this Agreement may be amended, altered or modified unless  agreed to in writing by both Parties.    (k) If any provision of this Agreement is held invalid, illegal, void or unenforceable  by reason of any rule of law, administrative order, judicial decision or public policy, all other provisions  of this Agreement shall nonetheless remain in full force and effect.  (l) The headings in this Agreement have been inserted for convenience of reference  only and shall in no way restrict or modify any of the terms or provisions hereof or thereof.  (m) This Agreement may be executed in one or more counterparts, each of which  shall be an original, and all of which shall constitute one and the same instrument.  (n) This Agreement shall supersede any and all prior agreements thereto,  representations and understandings between the Parties, whether written or oral, with respect to the  subject matter of this Agreement.      IN WITNESS WHEREOF, Bank and Company have caused this Agreement to be executed on their behalf  by their duly authorized officers as of the Effective Date.      AMERIPRISE CERTIFICATE COMPANY AMERIPRISE BANK, FSB           By: _/s/ Shweta Jhanji__________ By: __/s/ Abu Arif_____________    Name:  Shweta Jhanji Name: Abu Arif          Title: Treasurer Title: President and Chief Executive Officer                          Date: __December 6, 2022______ Date: ___December 6, 2022_____