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Exhibit 10.1    
    


 
 

FORM OF
  TAX ALLOCATION AGREEMENT
  DATED AS OF                   
  BY AND BETWEEN
  AMERICAN EXPRESS
COMPANY
  AND
  AMERIPRISE FINANCIAL, INC.  
  








  



	ARTICLE I

DEFINITIONS AND STANDARDS
	

Section 1.01.	
 	

Definitions	
 	

2
	

Section 1.02.	
 	

General Interpretive Principles	
 	

8
	

Section 1.03.	
 	

Applicable Standards	
 	

8
	

ARTICLE II

U.S. CONSOLIDATED FEDERAL INCOME TAX LIABILITIES
	

Section 2.01.	
 	

Pre-2005 Taxable Years	
 	

8
	

Section 2.02.	
 	

2005 Taxable Year	
 	

9
	

Section 2.03.	
 	

U.S. Federal Alternative Minimum Tax	
 	

10
	

ARTICLE III

U.S. COMBINED STATE AND LOCAL INCOME TAX LIABILITIES
	

Section 3.01.	
 	

Returns Covered	
 	

11
	

Section 3.02.	
 	

Pre-2005 Taxable Years	
 	

11
	

Section 3.03.	
 	

Net Operating Losses	
 	

11
	

Section 3.04.	
 	

2005 Taxable Year	
 	

11
	

Section 3.05.	
 	

Estimated Taxes, Etc	
 	

11
	

Section 3.06.	
 	

Adjustments	
 	

12
	

ARTICLE IV

SEPARATE TAX RETURN OBLIGATIONS
	

Section 4.01.	
 	

Ameriprise Tax Liability	
 	

12
	

Section 4.02.	
 	

AXP Tax Liability	
 	

12
	

Section 4.03.	
 	

Separate Return Adjustments	
 	

12
	

ARTICLE V

TAX-FREE STATUS OF DISTRIBUTION
	

Section 5.01.	
 	

Tax-Free Status Ruling, Etc	
 	

13
	

Section 5.02.	
 	

Maintaining Status of Active Business	
 	

13
	

Section 5.03.	
 	

Limits on Proposed Acquisition Transactions, Etc	
 	

13
	

Section 5.04.	
 	

Twenty Five Percent Proposed Acquisition Transactions	
 	

14
	

Section 5.05.	
 	

Indemnity	
 	

14
	

ARTICLE VI

DUAL CONSOLIDATED LOSSES
	

Section 6.01.	
 	

Ameriprise Liability	
 	

15
	

Section 6.02.	
 	

Recapture Taxes	
 	

15
	

Section 6.03.	
 	

Closing Agreement	
 	

15






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ARTICLE VII

CARRYOVER AND CARRYBACK ITEMS
	

Section 7.01.	
 	

Carryovers to Post-Affiliation Years	
 	

15
	

Section 7.02.	
 	

Carrybacks from Post-Affiliation Years	
 	

16
	

ARTICLE VIII

U.S. FEDERAL INCOME TAX ADJUSTMENTS
	

Section 8.01.	
 	

Determination	
 	

16
	

Section 8.02.	
 	

Payments	
 	

16
	

Section 8.03.	
 	

Procedures	
 	

17
	

Section 8.04.	
 	

Intercompany Adjustments	
 	

17
	

ARTICLE IX

U.S. FEDERAL INCOME TAX PROCEEDINGS
	

Section 9.01.	
 	

Ameriprise and AXP Issues	
 	

17
	

Section 9.02.	
 	

Procedures	
 	

17
	

Section 9.03.	
 	

Control of Issues	
 	

18
	

Section 9.04.	
 	

Options for Resolution	
 	

18
	

Section 9.05.	
 	

Forum for Judicial Proceedings	
 	

19
	

Section 9.06.	
 	

Settlement of Claims	
 	

19
	

ARTICLE X

PAYMENTS
	

Section 10.01.	
 	

Reporting of Indemnity Payments, Etc	
 	

19
	

Section 10.02.	
 	

Interest on Late Payments	
 	

19
	

ARTICLE XI

TAX RETURNS
	

Section 11.01.	
 	

Cooperation and Furnishing of Tax Return Information	
 	

19
	

Section 11.02.	
 	

Preparation of Tax Returns	
 	

20
	

ARTICLE XII

POST-AFFILIATION YEARS AND POST-COMBINED YEARS
	

Section 12.01.	
 	

Returns	
 	

21
	

Section 12.02.	
 	

Actions or Transactions	
 	

21
	

Section 12.03.	
 	

Proposed Adjustments	
 	

21
	

ARTICLE XIII

BOOKS AND RECORDS
	

Section 13.01.	
 	

Retention Period	
 	

21
	

Section 13.02.	
 	

Record Retention Policy	
 	

21
	

Section 13.03.	
 	

Tax Attributes	
 	

21



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ARTICLE XIV

COMPENSATION AND EMPLOYEE BENEFITS
	

Section 14.01.	
 	

General	
 	

22
	

Section 14.02.	
 	

AXP Stock-Based Awards	
 	

22
	

Section 14.03.	
 	

Reporting of Deductions	
 	

22
	

Section 14.04.	
 	

Employment Taxes and Tax Reporting	
 	

22
	

Section 14.05.	
 	

Determinations	
 	

22
	

ARTICLE XV

MISCELLANEOUS
	

Section 15.01.	
 	

Notices	
 	

22
	

Section 15.02.	
 	

Complete Agreement; Representations	
 	

23
	

Section 15.03.	
 	

Amendment, Modification, or Waiver	
 	

24
	

Section 15.04.	
 	

Severability	
 	

24
	

Section 15.05.	
 	

No Assignment; Binding Effect; No Third-Party Beneficiaries	
 	

24
	

Section 15.06.	
 	

Headings	
 	

24
	

Section 15.07.	
 	

Counterparts	
 	

24
	

Section 15.08.	
 	

Governing Law	
 	

24




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FORM OF TAX ALLOCATION AGREEMENT    
    



        This TAX ALLOCATION AGREEMENT, dated as of this          day of
            , 2005 (this
"Agreement"), is between American Express Company, a New York corporation ("AXP"), and Ameriprise Financial, Inc., a Delaware
corporation ("Ameriprise," and together with AXP, each a "Party" and collectively, the "Parties"). AXP has its executive office at American
Express Tower, 3 World Financial Center, 200 Vesey Street, New York, New York 10285. Ameriprise has an executive office at 707 2nd Avenue, South, Minneapolis, Minnesota 55474. 


        WHEREAS,
the Board of Directors of AXP has determined that it is in the best interests of AXP to separate the Ameriprise Business (as defined below) and the AXP Business (as defined
below) into two independent public companies, on the terms and subject to the conditions set forth in the Separation Agreement (as defined below), in order to resolve issues related to the allocation
of capital and management resources between the Ameriprise Business and the AXP Business, and to give Ameriprise greater flexibility to manage, invest in, and expand the Ameriprise Business while
ensuring that AXP can focus its time and resources on the development of the AXP Business; 


        WHEREAS,
in order to effectuate the foregoing, AXP and Ameriprise have entered into a Separation and Distribution Agreement, dated as of        , (the "Separation
Agreement"), pursuant to which and subject to the terms and conditions set forth therein, the Ameriprise Business shall be separated from the AXP Business and the Ameriprise Common
Stock (as defined below) shall be distributed on a pro rata basis to AXP shareholders; 


        WHEREAS,
for U.S. federal income Tax purposes, from January 13, 1984, through the Distribution Date (defined below) of the Distribution (defined below), income of certain present
and former members of the Ameriprise Group (defined below) has been or will be included in AXP Consolidated Returns (defined below) and, from January 1, 1990, through the Distribution Date,
income of certain life insurance companies subject to tax under section 801 of the Code (defined below), that are or were part of the Ameriprise Group, has been or will be included in AXP
Consolidated Returns; 


        WHEREAS,
certain Ameriprise Combined Group (defined below) members have filed or will file Combined Returns (defined below) covering U.S. state and local income Taxes with AXP Combined
Groups (defined below) as part of their respective Total Combined Groups (defined below); 


        WHEREAS,
Ameriprise and other members of the Ameriprise Group will cease to be members of the AXP Group for U.S. federal income Tax purposes after the Distribution Date, and Ameriprise
and other members of Ameriprise Combined Groups will cease to be members of their respective Total Combined Groups for U.S. state and local income Tax purposes after the Distribution Date; 



        WHEREAS,
the failure of the Distribution to have a Tax-Free Status (defined below) or certain actions taken with respect to Ameriprise Capital Stock (defined below) could
subject AXP and its shareholders to additional Tax costs in connection with the Distribution; and 


        WHEREAS,
AXP and Ameriprise desire in this Agreement to (i) set forth Tax allocation principles for Affiliation Years for U.S. federal income Tax purposes and Combined Years for
U.S. state and local income Tax purposes, which, except to the extent provided herein, will supersede all prior policies and procedures governing the allocation of Taxes, (ii) define the
effects upon the settlement and allocation of certain Tax liabilities and Tax benefits of transactions or developments that occur during taxable years commencing after the Distribution Date,
(iii) set forth the responsibility for their respective stand-alone income and other Tax liabilities, and (iv) allocate liability for certain Tax costs that may be incurred in connection
with the Distribution. 


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        NOW,
THEREFORE, in consideration of the foregoing, the promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, AXP and Ameriprise hereby agree as follows: 


 
 

ARTICLE I
  
    DEFINITIONS AND STANDARDS  
    


        SECTION
1.01.    Definitions.    For all purposes of this Agreement, the following terms shall have the following meanings: 



        "2004
Excess AXP Group Benefits" shall mean the term as defined in Section 2.01. 


        "2004
Tax Liability" shall mean the term as defined in Section 2.01. 


        "2004
Tax Year" shall mean the term as defined in Section 2.01. 


        "2005
Excess AXP Group Benefits" shall mean the term as defined in Section 2.02. 


        "2005
Tax Liability" shall mean the term as defined in Section 2.02. 


        "2005
Tax Year" shall mean the term as defined in Section 2.02. 


        "Additional
Excess Items" shall mean the term as defined under "Excess AXP Group Benefits." 


        "Adjusted
Separate Ameriprise Group Federal Tax Liability" shall mean with respect to any Affiliation Year(s) the U.S. federal income Tax liability of the
Ameriprise Group, as determined by AXP in good faith, applying the Highest Federal Tax Rate, computed as if the Ameriprise Group (with Ameriprise as the common parent) filed a consolidated U.S.
federal income Tax Return separately from the AXP Group ("Ameriprise Consolidated Return"), and applying such U.S. Tax laws and regulations as would have been applicable
to the Ameriprise Group if it had so filed separately, but not taking into account any items that are predicated on base amounts determined on a consolidated basis such as research Credits, subject to
the following: 



        (i)    the
Ameriprise Group shall be treated as bound by all accounting methods, elections and other determinations adopted or made by AXP for the AXP Group for all Affiliation
Years, including, but not limited to, determinations made in respect of carrybacks and carryovers; 



        (ii)   the
Ameriprise Group shall be permitted to reduce its Adjusted Separate Ameriprise Group Federal Tax Liability (but not below zero) to the extent that AXP determines
that the AXP Group is able to reduce its U.S. federal income Tax liability in the AXP Consolidated Return for such Affiliation Year by utilizing items of deduction, loss, or Credit of the Ameriprise
Group which AXP determines the Ameriprise Group would have been unable to utilize if it had filed an Ameriprise Consolidated Return ("Excess Items");
provided, that if there are any limitations in the ability of the AXP Group to utilize items in the same category as such Excess Items in their entirety for such year, the
Ameriprise Group shall be limited in the reduction of its Adjusted Separate Ameriprise Group Federal Tax Liability to its share of such Excess Items, as determined by AXP, on a Proportionate Basis;
provided, further, that if, pursuant to the above provisions, an Excess Item is not usable, in whole or in part, by the AXP Group in one
Affiliation Year, it may, as determined by AXP in good faith pursuant to Section 8.03 hereof, be
carried over or carried back as an Excess Item to any other Affiliation Year subject to the same limitations as above; and 


        (iii)  the
Ameriprise Group shall take into account the items of Ameriprise Group income, gain, loss, deduction or Credit attributable to intercompany items, excess loss
accounts, dual consolidated losses and other items that AXP determines are required to be restored, recaptured or otherwise triggered as a result of the Distribution or related transactions. 



2







 

        "Adjustment"
shall mean, with respect to any Affiliation Year, any change in actual Tax liability from the Tax liability reported on an AXP Consolidated
Return, including changes attributable to amended Tax Returns, deficiencies asserted by a Taxing authority, overpayments, and claims for refund, and changes required by application of the Code and
Treasury Regulations including, but not limited to, changes required pursuant to Treasury Regulations Section 1.1502-47 (setting forth consolidated return rules applicable to
life-non-life groups), and Taxing authority audits, examinations, proceedings or litigation resulting from any of the foregoing events (collectively, "Adjustment
Events"). Adjustment shall mean with respect of any Combined Year in which an Ameriprise Combined Group files a Combined Return with an AXP Combined Group as part of a Total Combined
Group, any change in the actual Tax liability of the applicable Total Combined Group, including changes attributable to Adjustment Events. 


        "Affiliate"
shall mean any entity that is directly or indirectly controlled by the person in question. For this purpose, "control" shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the management and the policies of a person, whether through ownership of voting securities, by contract or otherwise.
"Ameriprise Affiliate" shall mean an Affiliate of Ameriprise. "AXP Affiliate" shall mean an Affiliate of AXP other than Ameriprise and
Ameriprise Affiliates. 


        "Affiliation
Year" shall mean each taxable year, or portion thereof, with respect to which any member of the Ameriprise Group joined or will join the AXP
Group in the filing of an AXP Consolidated Return. 


        "Ameriprise
AMT Liability" shall mean the term as defined in Section 2.03. 


        "Ameriprise
Business" means the business and operations conducted by the Ameriprise Group from time to time, whether prior to, at or after the Effective
Time, including the business and operations conducted by the Ameriprise Group, as more fully described in the Information Statement; provided that "Ameriprise Business" shall not include AMEX
Assurance. 


        "Ameriprise
Capital Stock" shall mean all classes or series of stock of Ameriprise and all options, warrants, derivatives, rights to acquire stock, and other
interests and instruments taken into account for purposes of determining a Fifty-Percent or Greater Interest in Ameriprise. 


        "Ameriprise
Combined Group" shall mean an affiliated group of corporations (as constituted from time to time), consisting of Ameriprise and/or its directly
or indirectly owned subsidiaries, that AXP determines will join in filing a Combined Return with an AXP Combined Group. 


        "Ameriprise
Common Stock" shall mean the term as defined under "Distribution." 


        "Ameriprise
Group" shall mean the affiliated group of corporations (as constituted from time to time), consisting of Ameriprise and/or its directly or
indirectly owned subsidiaries, that AXP determines will join in filing an AXP Consolidated Return. 


        "Ameriprise
Group State Tax Liability" shall mean the term as defined in Section 3.02. 


        "Ameriprise
Issues" shall mean the term as defined in Section 9.01. 


        "Ameriprise
Separate AMT" shall mean the term as defined in Section 2.03. 


        "Ameriprise
Unsettled Issues" shall mean the term as defined in Section 9.03. 


        "AMT"
shall mean the term as defined in Section 2.03. 



        "Article IX
Taxes" shall mean the term as defined in Section 9.03. 


        "AXP
AMT Liability" shall mean the term as defined in Section 2.03. 


        "AXP
Business" means all businesses and operations of the AXP Group, other than the Ameriprise Business. 


3







 

        "AXP
Combined Group" shall mean an affiliated group of corporations (as constituted from time to time) owned directly or indirectly by AXP that AXP
determines will join in filing a Combined Return excluding members of an Ameriprise Combined Group. 


        "AXP
Consolidated Return" shall mean a consolidated U.S. federal income Tax Return filed by AXP on behalf of the AXP Group. 


        "AXP
Excess Issue" shall mean the term as defined in Section 9.04. 



        "AXP
Group" shall mean the affiliated group of corporations (as constituted from time to time), of which AXP is the common parent, that AXP determines will
join in filing an AXP Consolidated Return. 


        "AXP
Issues" shall mean the term as defined in Section 9.01. 


        "AXP
LOIs", "AXP Options" and "AXP Restricted Stock" shall have the meanings ascribed to them in
the Employee Benefits Agreement by and between AXP and Ameriprise dated as of    . 



        "AXP
Stock-Based Awards" shall mean AXP LOIs, AXP Options and/or AXP Restricted Stock. 


        "Board
Certificate" shall mean the term as defined in Section 5.04. 


        "Closing
Agreement" shall mean the term as defined in Section 6.01. 


        "Code"
shall mean the Internal Revenue Code of 1986, as amended. Any references herein to sections of the Code or Treasury Regulations promulgated thereunder
shall include any successor provisions thereto. 


        "Combined
Return" shall mean a combined or unitary U.S. state or local income, franchise, or gross receipts Tax Return. 


        "Combined
State" shall mean a U.S. state or locality requiring or permitting the filing of a Combined Return. 


        "Combined
Year" shall mean a taxable year (or portion thereof) in which an AXP Combined Group files a Combined Return with an Ameriprise Combined Group. 


        "Credits"
shall mean all of the credits against U.S. federal income Tax or, as applicable, against U.S. state or local Tax. Credits shall include, but not be
limited to, foreign Tax credits, research credits, low-income housing credits, investment Tax credits and targeted job credits. 


        "Distribution"
shall mean the distribution on a pro rata basis to holders of issued and outstanding shares of
common stock, par value $0.20 per share, of AXP, other than shares of AXP common stock held in the treasury of AXP, of all of the issued and outstanding shares of Ameriprise common stock, par value
$0.01 per share ("Ameriprise Common Stock"), beneficially owned by AXP, by means of a dividend of such Ameriprise Common Stock to such shareholders. 



        "Distribution
Date" shall mean the date on which the Distribution shall be effected, such date to be determined by, or under the authority of, the Board of
Directors of AXP in its sole and absolute discretion. 


        "Dual
Consolidated Loss" shall mean the term as defined in Section 6.01. 


        "Effective
Time" means the time at which the Distribution occurs on the Distribution Date. 


        "Estimated
State Taxes" shall mean the term as defined in Section 3.05. 


        "Evaluation"
shall mean the term as defined in Section 9.03. 


        "Excess
AXP Group Benefits" shall mean the amount by which AXP determines that AXP was able to reduce its U.S. federal income Tax liability in the AXP
Consolidated Return for an Affiliation 


4







 



Year
by use of Excess Items (as defined above under "Adjusted Separate Ameriprise Group Federal Tax Liability") which would reduce the Adjusted Separate Ameriprise Group Federal Tax Liability for such
year, if zero, below zero ("Additional Excess Items"). Use of Additional Excess Items shall otherwise be subject to the same limitations and other provisions applicable to
the use of Excess Items, as determined by AXP in good faith. 


        "Exercised
AXP Options" shall mean the term as defined in Section 14.02. 


        "Fifty-Percent
or Greater Interest" shall mean a "50-percent or greater interest" for purposes of Sections 355(d) and (e) of the Code and
the Treasury Regulations promulgated thereunder. 



        "Final
Determination" shall mean a final settlement with a Taxing authority that is binding on all Parties or, if applicable, a final judicial decision upon
the expiration of the time for the decision to be appealed, with respect to the items in question. 


        "Foreign
Attribute" shall mean any item of income, gain, loss or deduction or any asset or liability relevant to the computation of taxable income from
sources without the United States and any item of Credit described in Section 901 of the Code (without regard to the limitation of Section 904 of the Code). 



        "Fund
Management Business" shall mean the business of Ameriprise so designated, as described in the request for rulings from the IRS in respect of the
Distribution and related matters, dated February 27, 2005, as supplemented from time to time. 


        "Highest
Combined Tax Rate" for the taxable year in question shall mean the sum of (i) the Highest Federal Tax Rate, and (ii) in the case of a
corporation, the average, weighted by jurisdiction, of the highest U.S. state and local income, franchise, and gross receipts Tax rates that would be applicable to such a corporation (net of any U.S.
federal income Tax benefit), or in the case of a Person other than a corporation, the highest U.S. state and local income Tax rates (net of any U.S. federal income Tax benefit) that would be
applicable to such Person or the beneficial owner(s) of such Person. 


        "Highest
Federal Tax Rate" for the taxable year in question shall mean (i) in the case of a corporation, the highest U.S. federal income Tax rate
applicable to a corporation, or (ii) in the case of a Person
other than a corporation, the highest U.S. federal income Tax rate that would be applicable to such Person or the beneficial owner(s) of such Person. 


        "Income
Tax Benefit" shall mean the amount of the Tax savings realized by the applicable group, as determined by AXP in good faith. Such amount shall be
determined by comparing (i) the actual U.S. federal income Tax liability and the corresponding U.S. state and local income Tax liability (net of any federal Tax benefit) of the applicable group
for the taxable year in question without giving effect to the items in question with (ii) the actual U.S. federal income Tax liability and the corresponding U.S. state and local Tax liability
(net of any federal Tax benefit) of the applicable group for such year after giving full effect to such items. An Income Tax Benefit shall be deemed to be realized at the time that the applicable
group receives a refund or credit for refund from the relevant Taxing authority. 


        "Income
Tax Detriment" shall mean the amount of additional Tax incurred by the applicable group, as determined by AXP in good faith. Such amount shall be
determined by comparing (i) the actual U.S. federal income Tax and the corresponding U.S. state and local Tax liability (net of any U.S. federal income Tax benefit) of the applicable group for
the taxable year in question after giving full effect to the items in question with (ii) the actual U.S. federal income Tax and the corresponding U.S. state and local Tax liability (net of any
U.S. federal income Tax benefit) of the applicable group without giving effect to such items. Unless otherwise provided herein, an Income Tax Detriment shall be deemed to be incurred at such time as
payment is made to the relevant Taxing authority upon a Final Determination of items in questions. In computing the Tax liability of the AXP Group for purposes of clause (i) of the second
sentence of this definition or clause (ii) of the second sentence of the 


5







 



definition
of "Income Tax Benefit" above, increases or decreases in the U.S. federal, state or local income Tax liability of the AXP Group attributable to the effect on AXP's (or any AXP subsidiary's)
basis in the stock of any member of the Ameriprise Group will not be taken into account. 


        "IRS"
shall mean the U.S. Internal Revenue Service. 



        "IRS
Agreement" shall mean the term as defined in Section 9.04. 


        "Minimum
Tax Credit" shall mean the term as defined in Section 2.03. 


        "New
AXP Issues" shall mean the term as defined in Section 9.04. 


        "NOLs"
shall mean the term as defined in Section 3.03. 


        "Person"
shall mean an individual or a partnership, corporation, limited liability company, association, joint stock company, trust, joint venture,
unincorporated organization, or other entity, without regard to whether such entity is treated as disregarded for U.S. federal income Tax purposes. 


        "Post-Affiliation
Year" shall mean a taxable period after the Distribution Date during which Ameriprise and its subsidiaries do not join the AXP
Group in the filing of an AXP Consolidated Return. 


        "Post-Combined
Year" shall mean a taxable period after the Distribution Date during which Ameriprise and its subsidiaries do not join a Total
Combined Group in the filing of a Combined Return with an AXP Combined Group. 


        "Proportionate
Basis" shall mean, with respect to an item or items attributable to a particular member or members of the Ameriprise Group, the determination
of the portion of such items based on the total value of such items over the total value of all items in the same category for the entire AXP Group for the same Affiliation Year of the AXP Group,
subject to any appropriate Adjustments thereto, as determined by AXP in good faith. 


        "Proposed
Acquisition Transaction" shall mean a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of
Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), as a result of which Ameriprise would merge or
consolidate with any other Person or as a result of which any Person or any group of Persons would (directly or indirectly) acquire, or have the right to acquire through the acquisition of an option
or otherwise, from Ameriprise and/or one or more holders of Ameriprise Capital Stock, an amount of Ameriprise Capital Stock that would, when combined with any other changes in ownership of Ameriprise
Capital Stock pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise 40% or more of (A) the value of all outstanding
Ameriprise Capital Stock as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (B) the total combined voting power
of all outstanding Ameriprise Capital Stock as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. For purposes of determining
whether a transaction constitutes an indirect acquisition for purposes of the first sentence of this definition, any recapitalization resulting in a shift of voting power or any redemption of shares
of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance
with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted accordingly by AXP in good faith. 



        "RAR"
shall mean the term as defined in Section 9.02. 


        "Recapture
Taxes" shall mean the term as defined in Section 6.02. 


        "Representation
Letters" shall mean the term as defined in Section 5.01. 


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        "Section 7.02
Claims" shall mean claims for refund attributable to items described in and filed pursuant to Section 7.02 of this Agreement. 


        "SFAS
Exercised AXP Options" shall mean the term as defined in Section 14.02. 


        "Tax"
or "Taxes" shall mean any tax, assessment, duty, fee or other charge imposed or collected by any government or political
subdivision thereof or any taxing authority thereunder, including but not limited to, any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social
security, premium, guarantee fund, workers compensation, unemployment, disability, property, ad valorem, stamp, excise, severance, occupation, service,
sales, use, license, lease, transfer, import, export, value added, minimum, alternative minimum, estimated or other tax (including any assessment, duty, fee or other charge in the nature of or in lieu
of any such tax), and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing. 


        "Tax
Advisor" shall mean a United States law or accounting firm of national standing in the field of taxation selected by AXP. 


        "Tax-Free
Status" shall mean the qualification of the Distribution and related transactions as a distribution in which no gain or loss is
recognized, and no amount is includible in income, for U.S. federal income Tax purposes (other than intercompany items, excess loss accounts or other items required to be taken into account pursuant
to the Treasury Regulations promulgated under Section 1502 of the Code). 


        "Tax-Related
Losses" shall mean (i) all U.S. federal, state and local Taxes payable pursuant to any Final Determination or otherwise;
(ii) all professional fees, and court costs incurred in connection with such Taxes; and (iii) all costs, expenses and damages associated with stockholder litigation or controversies,
including but not limited to, any amount paid by AXP or any AXP Affiliate in respect of the liability of shareholders, whether paid to shareholders, the IRS, any other Taxing authority, or any other
person or entity, in each case, arising from the Distribution and related transactions failing to have Tax-Free Status in any manner. 


        "Tax
Return" shall mean any Tax return (including any amended return), report, information return, election, notice or other document filed or to be filed
with a Taxing authority, including any schedules or related or supporting information. 


        "Total
Combined Group" shall mean, with respect to any U.S. jurisdiction that requires or permits the filing of a Combined Return, the affiliated group of
corporations (as constituted from time to time), that AXP determines will join in the filing of such Combined Return, that includes an AXP Combined Group and an Ameriprise Combined Group. 


        "TPIs"
shall mean the term as defined in Section 2.03. 


        "Treasury
Regulations" shall mean U.S. Treasury regulations issued under the Code. 


        "Twenty
Five Percent Proposed Acquisition Transaction" shall mean any transaction or series of transactions that is not a Proposed Acquisition Transaction
but would be a Proposed Acquisition Transaction if the percentage reflected in the definition of Proposed Acquisition Transaction were 25% instead of 40%. 



        "Unqualified
Tax Opinion" shall mean an unqualified "will" opinion of a law firm of nationally recognized standing in the field of taxation, which opinion is
acceptable to AXP and on which AXP may rely to confirm that a transaction will not affect the Tax-Free Status, including confirmation that may be provided for purposes of avoiding any
applicable penalties or additions to Tax. Any such opinion shall assume that the Distribution and related transactions would have qualified for Tax-Free Status had the transaction in
question not occurred. 


7







 

        "Vesting
Period" shall mean the period from and including the date on which an AXP Stock-Based Award is granted, to and including the date on which such
award is first exercisable (in the case of AXP Options) or vests, whichever occurs first. For these purposes, an AXP Stock-Based Award will be deemed to be vested when it is considered vested in
accordance with the applicable retirement practice and policies of AXP. 


        "Vesting
Ratio" shall mean the ratio of the number of days during a Vesting Period that an entity was a direct employer of record of a holder of an AXP
Stock-Based Award over the total number of days
in the Vesting Period; provided, however, that no more than one entity will be deemed to be a direct employer of a holder on any given day. 



        SECTION
1.02.    General Interpretive Principles.    (a) Words in the singular shall include the plural and vice versa, and words
of one gender shall include the other gender, in each case, as the context requires, (b) the term "hereof," "herein," "hereunder," and "herewith" and words of similar import shall, unless
otherwise stated, be construed to refer to this Agreement and not to any particular provision of this Agreement, and any references to Article, Section, paragraph, exhibit and schedule are references
to the Articles, Sections, paragraphs, exhibits and schedules to this Agreement unless otherwise specified, (c) the word "including" and words of similar import when used in this Agreement
shall mean "including, without limitation," unless otherwise specified and (d) any reference to any federal, state, local or non-U.S. statute or law shall be deemed to also refer to
all rules and regulations promulgated thereunder, unless the context otherwise requires. 


        SECTION
1.03.    Applicable Standards.    Except as otherwise specifically provided herein, this Agreement shall supersede in all
respects any and all policies and procedures governing the allocation of Tax liability among the members of the AXP Group or the Total Combined Groups. Except as otherwise specifically provided
hereunder, all determinations and actions required under this Agreement will be taken by AXP and shall be made in good faith taking into account, among other factors, the goal of reducing the
aggregate Taxes of the Parties. It is the intention of the Parties that this Agreement shall be administered in a manner so that the allocation of income, deduction, loss or Credit between the Parties
will produce Tax consequences for the Parties, on a current, carryback and carryover basis, that are consistent with those that are required by the Code and Treasury Regulations. 


 
 

ARTICLE II
  
    U.S. CONSOLIDATED FEDERAL INCOME TAX LIABILITIES  
    


        SECTION
2.01.    Pre-2005 Taxable Years.    (a) Ameriprise and AXP Tax
Liabilities. Ameriprise shall be responsible for, and shall indemnify and hold AXP and the AXP Affiliates harmless against, the U.S. federal income Tax liability of the
Ameriprise Group for all taxable years ending on or before December 31, 2004, including the "2004 Tax Liability" (defined below). Ameriprise shall be liable for and pay AXP the Adjusted
Separate Ameriprise Group Federal Tax Liability for each such Affiliation Year. AXP shall pay Ameriprise, but Ameriprise shall remain liable for, Excess AXP Group Benefits, if any, for any such year
if the Adjusted Separate Ameriprise Group Federal Tax Liability for such year is zero. The "2004 Tax Liability" is the Adjusted Separate Ameriprise Group Federal Tax
Liability for the taxable year ending on December 31, 2004 ("2004 Taxable Year"). 


        (b)    2004 Tax Liability.    On or after the day AXP files the AXP Consolidated Return for the 2004 Taxable Year, AXP
shall determine the amount of the 2004 Tax Liability or any Excess AXP Group Benefits for
such year ("2004 Excess AXP Group Benefits"). Ameriprise shall pay to AXP or AXP shall pay to Ameriprise an amount equal to the difference between (i) the 2004 Tax
Liability and (ii) the sum of any payments previously made by Ameriprise to AXP with respect to the 2004 Tax Liability, reduced (to and below zero) by the sum of any payments previously made or
to be made by AXP to Ameriprise in respect of any 2004 Excess AXP Group Benefits. Payment by Ameriprise is due within five (5) business days after billing by AXP. Payment by AXP is due within
thirty (30) business days of filing the AXP Consolidated Return for the 2004 Taxable Year. 


8









  





        SECTION 2.02.    2005 Taxable Year.    (a) Ameriprise and
AXP Tax Liabilities. Ameriprise shall be responsible and pay AXP for, and shall indemnify and hold AXP and the AXP Affiliates harmless against, the "2005 Tax Liability" (as
defined below), which shall include, but not be limited to, all liabilities arising from the triggering of intercompany and other items as described in clause (iii) of the definition above of
"Adjusted Separate Ameriprise Group Federal Tax Liability." Notwithstanding anything herein to the contrary, Ameriprise shall be responsible for, and shall indemnify and hold AXP and the AXP
Affiliates harmless against, any Tax liabilities incurred in connection with the sale of AMEX Assurance Company including, but not limited to, any such liabilities arising from the triggering of any
intercompany items relating to such sale. AXP agrees to indemnify, and hold Ameriprise and the Ameriprise Affiliates harmless against, U.S. federal income tax liabilities in respect of members of the
AXP Group (other than members of the Ameriprise Group) under Treasury Regulations Section 1.1502-6. The "2005 Tax Liability" is the Adjusted Separate
Ameriprise Group Federal Tax Liability for the taxable year beginning on January 1, 2005 and ending on and including the Distribution Date (the "2005 Taxable
Year"). AXP shall pay Ameriprise but Ameriprise shall remain liable for the Excess AXP Group Benefits, if any, for the taxable year of the AXP Group ending on December 31, 2005
if the Adjusted Separate Ameriprise Group Federal Tax Liability is zero under the preceding sentence ("2005 Excess AXP Group Benefits"). In determining the 2005 Tax
Liability or 2005 Excess AXP Group Benefits, if applicable, Ameriprise will be credited with any losses or reduction in gain attributable to the sale of its interest in American Express International
Deposit Company, a Cayman Islands company, to AXP, but only to the extent AXP determines in good faith that such losses or reduction in gain (i) reduce the Adjusted Separate Ameriprise Group
Federal Tax Liability or result in Excess AXP Group Benefits for the appropriate periods, and (ii) exceed $15.7 million. 



        (b)    Estimated Payments, Etc.    From and after the date of this Agreement, Ameriprise shall pay to AXP no later
than the day before each due date for the payment of quarterly estimated U.S. federal income Taxes for the taxable year of the AXP Group ending on December 31, 2005 and the payment due on
March 15, 2006, as determined in good faith by AXP, the difference, if any, between (A) the 2005 Tax Liability due, determined in good faith by AXP, based on the method for making
estimated payments elected by AXP pursuant to Section 6655 of the Code, and (B) the sum of any payments previously made by Ameriprise to AXP with respect to the 2005 Tax Liability. 



        (c)    Payment Upon Filing Return.    On or after the day that AXP files the AXP Consolidated Return for the taxable
year ending on December 31, 2005, AXP shall determine the amount of the 2005 Tax Liability or any 2005 Excess AXP Group Benefits. Ameriprise shall pay to AXP or AXP shall pay to Ameriprise, as
the case may be, the difference between (i) the 2005 Tax Liability and (ii) (A) the sum of the amounts previously paid by Ameriprise to AXP with respect to the 2005 Tax Liability,
reduced (to and below zero) by (B) the sum of any payments previously made or to be made by AXP to Ameriprise in respect of any Excess AXP Group Benefits. Payment by Ameriprise is due within
five (5) business days after billing by AXP. Payment by AXP is due within thirty (30) business days of filing the AXP Consolidated Return for the taxable year ending on
December 31, 2005. 


        (d)    Settling Tax Payable Accounts.    On or before the Distribution Date, Ameriprise and AXP shall cooperate to
settle all Tax payable accounts for all Affiliation Years and all Combined Years, in accordance with AXP's direction, based on the most accurate and complete information then available. 


        (e)    Assignment of Taxable Items.    AXP shall determine the amounts of income, gain, loss, deduction, and Credit of
the Ameriprise Group for the 2005 Taxable Year which are properly includable in the AXP Consolidated Return for the taxable year of the AXP Group ending on December 31, 2005. For all relevant
purposes of this Agreement, the members of the Ameriprise Group and each Ameriprise Combined Group shall cease to be members of the AXP Group and their respective Total Combined Groups, as of the end
of the Distribution Date, and Ameriprise shall cause the books of account of the members of the Ameriprise Group and the Ameriprise Combined Groups to be closed for accounting and Tax purposes as of
the end of the Distribution Date in accordance with 


9







 



AXP's
direction. In determining consolidated taxable income for the taxable period that ends on the Distribution Date, the income and other items of the Ameriprise Group shall be determined by AXP in
good faith in accordance with Treasury Regulations Section 1.1502-76(b)(1), -76(b)(2)(i) and -76(b)(2)(iv) and no election shall be made under
1.1502-76(b)(2)(ii)(D) to ratably allocate items. However, an allocation shall be made in good faith by AXP under Treasury Regulations
Section 1.1502-76(b)(2)(iii) if such allocation is determined by AXP in good faith to be necessary to appropriately allocate income in the event that the Distribution Date
occurs on any date other than the last or first day of any month. Pursuant to Treasury Regulations Section 1.1502-76(b)(2)(vi), any item of a passthrough entity that is owned by a
member of the Ameriprise Group shall be allocated as if such member sold its entire interest in the entity immediately before the Distribution. In the event that a member or members of the Ameriprise
Group would be treated as owning an interest of less than 50% in the aggregate in such passthrough entity, then pursuant to Treasury Regulations Section 1.706-1(c)(2)(ii), each such
member's share of any distributive items shall be the amount determined by taking into account the pro rata part of such items that such member would have included in taxable income had such member
remained a partner or owner of the passthrough entity until the end of the partnership taxable year based on the portion of the partnership taxable year that has elapsed through the Distribution Date
or upon such other reasonable method that the Parties may agree. All of the foregoing determinations to be made shall be made in good faith by AXP. Ameriprise and Ameriprise Affiliates shall file
their respective Tax Returns for the taxable period beginning on the first day after the Distribution Date consistently with such determinations. 


        (f)    Determining Foreign Attributes.    Without limiting the foregoing, AXP shall also determine the portion of any
Foreign Attribute for the Ameriprise Group that is allocable to the taxable year ending December 31, 2005, provided, that such portion to be allocated will not include any amount described in
Section 951(a) of the Code (relating to inclusions in income of controlled foreign corporation earnings) or any amount described in Section 1293(a) of the Code (relating to inclusions in
income of qualified electing fund earnings), or any indirect foreign Tax Credit under Sections 960 and 1293(f) of the Code for foreign income Taxes deemed paid with respect to either of these items,
all as determined by AXP in good faith; and provided, further, that, without the prior written consent of AXP, Ameriprise and its subsidiaries
shall not elect to recapture an amount of taxable income from sources without the U.S. of any member of the Ameriprise Group greater than the minimum amount required by Section 904(f)(1) of the
Code for any Affiliation Year. Ameriprise shall provide AXP with all information it requests to
make any determination under this subsection (f). AXP will likewise share all information with Ameriprise necessary for Ameriprise to determine its share of the consolidated foreign Tax Credits for
the taxable year ending December 31, 2005 and all prior taxable years. 


        SECTION
2.03.    U.S. Federal Alternative Minimum
Tax.    (a) Ameriprise Tax Liability. Notwithstanding any other provision in this Agreement, if, for any Affiliation
Year, the AXP Group is liable for alternative minimum Tax for U.S. federal income Tax purposes (or any similar U.S. federal Tax) ("AMT") and the Ameriprise Group would be
liable for AMT if it filed a Tax Return as a separate consolidated group ("Ameriprise Separate AMT"), Ameriprise shall pay to AXP an amount (the "Ameriprise
AMT Liability") determined by AXP equal to the product of the AMT liability for the AXP Group (the "AXP AMT Liability") and a fraction (the
"Fraction") (x) the numerator of which is the sum of the Tax preference items and adjustments of the Ameriprise Group relevant for purposes of the computation of
AMT (the "TPIs") for such Affiliation Year and (y) the denominator of which is the sum of the TPIs of all members of the AXP Group for such Affiliation Year. The
Ameriprise AMT Liability for such Affiliation Year shall not exceed the amount of the Ameriprise Separate AMT for such Affiliation Year. 


        (b)    Minimum Tax Credits.    If for any Affiliation Year Ameriprise has paid to AXP the Ameriprise AMT Liability,
AXP shall pay to Ameriprise its proportionate share (determined below) of the minimum Tax credit for U.S. federal income Tax purposes (the "Minimum Tax Credit") arising 


10







 



from
such Affiliation Year which is actually utilized by the AXP Group in a subsequent Affiliation Year. Ameriprise's proportionate share of such credit for any Affiliation Year shall be equal to the
product of such credit and the Fraction (defined in subsection (a) above). In no event shall Ameriprise be paid amounts in the aggregate in respect of such credit in excess of the corresponding
Ameriprise AMT Liability. 


 
 

ARTICLE III
  
    U.S. COMBINED STATE AND LOCAL INCOME TAX LIABILITIES  
    


        SECTION 3.01.    Returns Covered.    If any member of an AXP Combined Group and
any member of an Ameriprise Combined Group are required to file, or if AXP elects that any member of an AXP Combined Group and any member of an Ameriprise Combined Group shall file a Combined
Return for any taxable years, or where any U.S. state or local Taxing authority successfully asserts such a combined filing requirement, the allocation and settlement of amounts due between the
Parties shall be governed by this Article III. 


        SECTION
3.02.    Pre-2005 Taxable Years.    For each taxable year ending on
or before December 31, 2004, AXP shall determine in good faith each Ameriprise Combined Group's respective share, as determined below, of the total U.S. state and local Tax liability in each
such Combined State. The Ameriprise Combined Group's share of such total tax liability ("Ameriprise Group State Tax Liability") will be based on the aggregate
apportionment percentage of all members of the Ameriprise Combined Group, determined with reference only to those companies that are subject to such state's taxing jurisdiction. The Ameriprise Group
State Tax Liability will include any minimum or similar Taxes for members of each Ameriprise Combined Group that may be required by the relevant state or locality. In addition, in determining the
Ameriprise Group State Tax Liability for Minnesota and Nebraska, respectively, AXP will, in good faith, directly reduce the Ameriprise Group State Tax Liability in Minnesota for the employer transit
pass Credit generated by members of the Ameriprise Combined Group and the Ameriprise Group State Tax Liability in Nebraska for the employment Tax Credit generated by members of the Ameriprise Combined
Group, but only if and to the extent such Credit is used to reduce the Tax liability of the Total Combined Group in Minnesota or Nebraska, as the case may be, for that year. Ameriprise shall be
responsible for and pay to AXP, and shall indemnify AXP and the AXP Affiliates from and against, the Ameriprise Group State Tax Liability for each Combined Return for all taxable years ending on or
before December 31, 2004. 


        SECTION
3.03.    Net Operating Losses.    Consistent with the approach applied for
operating units of Total Combined Groups, Ameriprise Group State Tax Liability will not be reduced by, nor will Ameriprise or any other Ameriprise Combined Group member receive any payment, credit or
benefit for, U.S. state or local net operating losses ("NOLs"), including any carryback or carryover NOLs, that any such member generates for U.S. state or local income
Tax purposes on a stand-alone basis, whether or not they are used in a Combined Return (except insofar as such NOLs may reduce the Ameriprise Combined Group's share of the total U.S. state and local
liability for a Total Combined Return). 


        SECTION
3.04.    2005 Taxable Year.    For the taxable year beginning on
January 1, 2005, AXP shall determine in good faith the Ameriprise Combined Group's share of the total U.S. state and local Tax liability in each Combined State in the same manner as set forth
in Sections 3.02 and 3.03 above, taking into account the apportionment percentages and other relevant items of each appropriate Ameriprise Combined Group through the Distribution Date. Ameriprise
shall be responsible for and pay to AXP, and shall indemnify AXP and the AXP Affiliates from and against, the Ameriprise Group State Tax Liability for all Combined Returns for the taxable year
beginning January 1, 2005. 


        SECTION
3.05.    Estimated Taxes, Etc.    For each Combined State, AXP will determine in
good faith the Ameriprise Combined Group's estimated Tax payments and extension payments (collectively, "Estimated State Taxes"), will prescribe the information required
to be provided by the Ameriprise 


11







 



Combined
Group to support AXP's preparation and filing of Combined Returns and payment of Estimated State Taxes, together with a schedule of due dates for providing of such information and paying its
share of Estimated State Taxes, and Ameriprise will timely and accurately provide and pay the same to AXP. AXP will calculate in good faith the aggregate Ameriprise Group State Tax Liability for all
Combined States for a Combined Year less a credit for aggregate Estimated State Taxes paid or determine the refund due to Ameriprise to the extent aggregate Estimated State Taxes paid by Ameriprise
exceed the aggregate Ameriprise Group State Tax Liability. Payment by Ameriprise is due within five (5) business days after billing by AXP. Payment of a refund by AXP is due by
November 30 of the year in which Combined State Tax Returns are filed. 



        SECTION
3.06.    Adjustments.    (a) If an Adjustment occurs, the Ameriprise Group
State Tax Liability for the year in question shall be recomputed by AXP in good faith, including all changes to apportionment percentages that result from such Adjustment. Ameriprise shall make
payments to AXP for an increase in the Ameriprise Group Tax Liability or AXP shall make payments to Ameriprise for a decrease in the Ameriprise Group Tax Liability, including its allocable share of
interest, penalties and additions to Tax and external costs. Payment in respect of such Adjustments by Ameriprise is due within five (5) business days after billing by AXP for the items in
question. Payment in respect of such Adjustments by AXP is due within thirty (30) business days after AXP receives a refund or credit for refund in respect of the items in question.
Notwithstanding anything herein to the contrary, in determining the Ameriprise Group State Tax Liability for Minnesota, as agreed, the Ameriprise Group State Tax Liability for the Combined Years
beginning January 1, 1999 and ending December 31, 2001 has been directly increased for the entire audit Adjustment to date for that period in the total amount of $3,514,710 ($3,086,168
of tax and $248,542 of interest), and such amount has been paid in full by Ameriprise. 


        (b)   AXP
shall in good faith control all contests relating to any such Adjustments, provided, however, in respect of any Combined State in which the Ameriprise Combined Group
would bear at least 50% of the costs of any such Adjustments, AXP shall consult with Ameriprise in good faith, subject to the ultimate authority of AXP to determine how to proceed. 


 
 

ARTICLE IV
  
    SEPARATE TAX RETURN OBLIGATIONS  
    


        SECTION 4.01.    Ameriprise Tax Liability.    Ameriprise shall be responsible for,
and shall indemnify and hold harmless AXP and AXP Affiliates against, any and all U.S. federal, state and local and
non-U.S. Taxes that are required to be reported on any separate Tax Return that does not include AXP or any AXP Affiliate. 


        SECTION
4.02.    AXP Tax Liability.    AXP shall be responsible for, and shall indemnify
and hold harmless Ameriprise and Ameriprise Affiliates against, any and all U.S. federal, state and local and non-U.S. Taxes that are required to be reported on any separate Tax Return
that does not include Ameriprise or any Ameriprise Affiliate. 


        SECTION
4.03.    Separate Return Adjustments.    If there is an adjustment to a separate
Tax Return of AXP and/or AXP Affiliates, or Ameriprise and/or Ameriprise Affiliates, as the case may be, that results in the inclusion in income in such Tax Return of income attributable to the other
group of companies, and the recipient thereby incurs an Income Tax Detriment, Ameriprise shall pay to AXP or AXP shall pay to Ameriprise, as the case may be, an amount equal to such Income Tax
Detriment (including any interest, penalties and additions to Tax) within thirty (30) business days after the Final Determination of such Income Tax Detriment. 


12







 
 
 

ARTICLE V
  
    TAX-FREE STATUS OF DISTRIBUTION  
    


        SECTION 5.01.    Tax-Free Status Ruling, Etc.    Ameriprise
acknowledges and agrees that AXP will control the process of obtaining any rulings or other formal advice from relevant Taxing authorities in respect of the Tax-Free Status, the
Distribution or any related transaction. Ameriprise shall promptly execute and cause to be delivered to the Tax Advisor any representation letters ("Representation
Letters") that the Tax Advisor provides to it and understands that such letter or letters will be relied upon by the Tax Advisor in rendering an opinion or opinions on the
Tax-Free Status and related matters and/or obtaining any such ruling or formal advice. Ameriprise shall represent that, subject to any qualifications therein which are acceptable to the
Tax Advisor, all information contained in its Representation Letters that concerns or relates to it or any Ameriprise Affiliate is true, correct and complete. Ameriprise shall take such other actions
as may be necessary or desirable to obtain any such ruling, formal advice or opinion as the Tax Advisor may request. 



        SECTION
5.02.    Maintaining Status of Active Business.    Ameriprise agrees that, from
the date hereof until the first day after the second anniversary of the Distribution Date, it shall maintain the status of the Fund Management Business as an active trade or business as defined in
Section 355(b)(2) of the Code and the Treasury Regulations promulgated thereunder, that is part of, or treated as part of, the Ameriprise legal entity for U.S. federal income Tax purposes. 


        SECTION
5.03.    Limits on Proposed Acquisition Transactions, Etc.    Ameriprise agrees
that, from the date hereof until the first day after the second anniversary of the Distribution Date, it shall not (i) enter into any Proposed Acquisition Transaction, approve any Proposed
Acquisition Transaction (whether for purposes of Section 203 of the Delaware General Corporation Law, as amended, any similar corporate statute, any "fair price" or other provision of
Ameriprise's charter or bylaws or otherwise) or, to the extent Ameriprise has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur (whether
by redeeming rights under a shareholder rights plan, finding a tender offer to be a "permitted offer" under any such plan or otherwise causing any such plan to be inapplicable or neutralized with
respect to any Proposed Acquisition Transaction), (ii) merge or consolidate with any other Person or liquidate or partially liquidate, (iii) sell or otherwise transfer in a single
transaction or series of transactions 50% or more of the gross or net assets of the Fund Management Business or 50% or more of the consolidated gross or net assets of Ameriprise and the Ameriprise
Affiliates (such percentages to be measured based on fair market value as of the Distribution Date), (iv) redeem or otherwise repurchase (directly or through an Ameriprise Affiliate) any
Ameriprise Capital Stock, or rights to acquire such stock, (v) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a
stockholder vote or otherwise, affecting the relative voting rights of the separate classes of Ameriprise Capital Stock (including, without limitation, through the conversion of one class of
Ameriprise Capital Stock into another class of Ameriprise Capital Stock) or (vi) take any other action or actions (including any action or transaction that would be reasonably likely to be
inconsistent with any representation made in the Representation Letters, or any rulings, formal advice or opinion described in Section 5.01 above) which in the aggregate (taking into account
any other transactions described in this Section 5.03) would be reasonably likely to have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire,
directly or indirectly, Ameriprise Capital Stock representing a Fifty-Percent or Greater Interest in Ameriprise or otherwise jeopardize the Tax-Free Status, unless prior to taking any such
action set forth in the foregoing clauses (i) through (vi), (A) Ameriprise shall have requested that AXP obtain a private letter ruling from the IRS and AXP shall have received such a
ruling in form and substance satisfactory to AXP that confirms that the Tax-Free Status will be preserved, taking into account such action and other transactions in the aggregate, or
(B) Ameriprise shall provide AXP with an Unqualified Tax Opinion in form and substance satisfactory to AXP that confirms that the Tax-Free Status will be preserved, taking into 


13







 



account
such action and other transactions in the aggregate, or (C) AXP shall have waived the requirement to obtain such ruling or opinion. In determining whether such a ruling or opinion is
satisfactory, AXP may consider, among other factors, the appropriateness of any underlying assumptions and representations made in connection with such ruling or opinion. To the extent that any such
ruling or opinion concerns the acquisition of a Fifty-Percent or Greater Interest in Ameriprise, it shall expressly conclude that such acquisition will satisfy one or more of the safe harbors
described in the Treasury Regulations promulgated under Section 355(e) of the Code. Ameriprise shall bear all costs and expenses of securing any such ruling or opinion and shall reimburse AXP
for all external costs and expenses that it may incur in good faith in seeking to obtain or evaluate any such ruling or opinion. 


        SECTION
5.04.    Twenty Five Percent Proposed Acquisition Transactions.    If Ameriprise
proposes to enter into any Twenty Five Percent Proposed Acquisition Transaction, approve a Twenty Five Percent Proposed Acquisition Transaction or, to the extent Ameriprise has the right to prohibit
any Twenty Five Percent Proposed Acquisition Transaction, proposes to permit any Twenty Five Percent Proposed Acquisition Transaction to occur, in each case, during the period from the date hereof
until the first day after the second anniversary of the Distribution Date, Ameriprise shall provide AXP, no later than ten (10) business days prior to the signing of any written agreement or
taking any binding action with respect to such transaction, with a detailed written description of such transaction (including the type and amount of Ameriprise Capital Stock to be issued or
transferred in such transaction) and a certificate duly approved by the Board of Directors of Ameriprise to the effect that the Twenty Five Percent Proposed Acquisition Transaction is not a Proposed
Acquisition Transaction or any other transaction to which the requirements of Section 5.03 above would apply (a "Board Certificate"). 



        SECTION
5.05.    Indemnity.    (a) Subject to subsection (b) of this
section, Ameriprise shall be responsible for, and shall indemnify and hold AXP and AXP Affiliates and their direct and indirect shareholders harmless against any Tax-Related Losses that
are attributable to or result from any one or more of the following: (i) the direct or indirect acquisition of all or a portion of Ameriprise's Capital Stock and/or its assets (or any
transaction or series of transactions that is deemed to be such an acquisition for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder) by any means
whatsoever by any Person, (ii) any negotiations, understandings, agreements or arrangements by Ameriprise, any Ameriprise Affiliate or any of their direct or indirect shareholders with respect
to transactions or events (including, without limitation, stock issuances pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of
such transactions or events) that cause the Distribution and related transactions to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly a Fifty-Percent
or Greater Interest in Ameriprise, (iii) any act or failure to act by Ameriprise or any Ameriprise Affiliate described in Section 5.03 above (regardless of whether such act or failure to
act is covered by a ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C), respectively, of Section 5.03 above, or a Board Certificate described in
Section 5.04 above) or (iv) any breach by Ameriprise of its agreements or representations set forth in Sections 5.01 or 5.02 above. 



        (b)   For
purposes of calculating the amount and timing of any Tax-Related Loss in connection with any Tax payable by an indemnified party, such loss shall be
calculated by assuming that the indemnified party pays income Tax at the Highest Combined Tax Rate in effect in each relevant taxable year and that the income arising in connection with the
Tax-Related Losses is the only item of income, deduction, Credit or loss for such year. AXP shall consult with Ameriprise in good faith in respect of any audit, proceeding or contest in
respect of any Tax-Related Loss but shall ultimately control the disposition of the same in good faith. Ameriprise shall pay AXP or such other applicable indemnified party the amount of
any such Tax-Related Losses for which Ameriprise is responsible under this Section 5.05 within one (1) business day before payment is due from AXP or such other party. 



        (c)   Ameriprise
shall not (i) merge or consolidate with any other Person or liquidate or partially liquidate into any other Person, (ii) sell or otherwise
transfer to any other Person or group of Persons, 


14







 



directly
or indirectly, in a single transaction or series of transactions 25% or more of the gross or net assets of Ameriprise (such percentage to be determined based on fair market value as of the
Distribution Date), (iii) engage in any other reorganization or restructuring with any other Person, or (iv) agree or permit any Person or group of Persons, directly or indirectly, in a
single transaction or series of transactions, to acquire a Fifty-Percent or Greater Interest in Ameriprise, unless, in each case, each such Person agrees, to AXP's satisfaction, to be jointly and
severally liable with Ameriprise in its obligations under this Article V. 


 
 

ARTICLE VI
  
    DUAL CONSOLIDATED LOSSES  
    


        SECTION 6.01.    Ameriprise Liability.    Notwithstanding any other provision of
this Agreement or the provisions of any closing agreement relating to Dual Consolidated Losses (defined below) of any member of the Ameriprise Group ("Closing Agreement"),
Ameriprise shall be liable for, and indemnify AXP and AXP Affiliates against (i) any Tax liability together with interest, penalties and additions to Tax (including, without limitation, the
interest charge described in or that results from the application of Treasury Regulations Section 1.1503-2 or Treasury Regulations Section 1.1503-2A, or interest
determined under any Closing Agreement that arises from any triggering event or recapture under such regulations or Closing Agreement), applicable to an item of deduction or loss of Ameriprise or an
Ameriprise Affiliate (a "Dual Consolidated Loss") or from the receipt of any payment under this Article VI and (ii) any costs or expenses (including, without
limitation, external attorneys' and accountants' fees) incurred by AXP or an AXP Affiliate in connection with determining, avoiding or contesting Recapture Taxes (defined below) or enforcing the
provisions of this Article VI. All indemnifiable amounts described in this Section 6.01 shall be collectively referred to as "Recapture Taxes", to be
determined in accordance with Section 6.02 below. 


        SECTION
6.02.    Recapture Taxes.    Recapture Taxes shall be determined by AXP in good
faith, based, in relevant part, on the following assumptions: (i) the amount of gross income realized from a triggering event or recapture of a Dual Consolidated Loss cannot be offset by any
losses, deductions or Credits (other than those offsets actually permitted under Treasury Regulations Section 1.1503-2(g)(vii)(B) or (C)(2), provided that such regulations are
applicable and all applicable requirements of the regulations are fully satisfied); (ii) the amount of gross income, if any, realized upon the receipt of any payment under this
Article VI cannot be offset by any losses, deductions or Credits; and (iii) the amounts described in clause (i) and (ii) of Section 6.01 above are taxable at the
Highest Combined Tax Rate. 


        SECTION
6.03.    Closing Agreement.    At Ameriprise's request, at Ameriprise's sole cost
and expense, AXP will cooperate in good faith in an effort to enter into a closing agreement with the IRS of the type described in Treasury Regulations
Section 1.1503-2(g)(2)(iv)(B)(2), to the effect that Dual Consolidated Losses will not be recaptured as a result of the Distribution. 


 
 

ARTICLE VII
  
    CARRYOVER AND CARRYBACK ITEMS  
    



        SECTION 7.01.    Carryovers to Post-Affiliation Years.    AXP will
apportion, in good faith, any U.S. federal consolidated net operating or capital losses, Credits or other applicable items between members of the Ameriprise Group (departing from the AXP Group as a
consequence of the Distribution and related transactions) and members of the AXP Group (not taking into account Ameriprise Group members) pursuant to applicable Treasury Regulations promulgated under
Section 1502 of the Code. Such consolidated items and their apportionment will be adjusted by AXP to reflect any Adjustments that take place in applicable Affiliation Years. 


15







 

        SECTION
7.02.    Carrybacks from Post-Affiliation
Years.    (a) Carryback Items. If Ameriprise and/or its subsidiaries sustain U.S. federal capital or net operating
losses or generate U.S. federal Credits in a Post-Affiliation Year which may be carried back to an Affiliation Year and will generate an Income Tax Benefit, Ameriprise may request AXP to
file a Section 7.02 Claim with the IRS with respect to the U.S. federal income Tax liability of the AXP Group for such Affiliation Year. AXP shall have sole discretion whether to accept
a request to file carryback claims (except for foreign Tax Credit or domestic source capital loss carryback claims) and file any amended Tax Returns or claims for refund relating thereto, which
discretion may be exercised without regard to satisfying a standard of good faith or any other standard provided for in this Agreement or elsewhere. With regard to requests to file foreign Tax Credit
or domestic source capital loss carryback claims to an Affiliation Year, AXP will implement such requests it determines in good faith to be available on the terms set forth hereinafter. 


        (b)    Procedures.    If AXP files a Section 7.02 Claim, AXP shall have full control over the
Section 7.02 Claim and may determine in good faith the nature of all actions to be taken in connection with such claim. If there is any limitation that applies to the AXP Group in respect of
all or a portion of the items that comprise a Section 7.02 Claim in respect of foreign Tax Credits or domestic source capital losses, any Income Tax Benefit in respect of such claim shall be
determined by AXP in good faith. If there any
limitations in the ability of the AXP Group to utilize items in the same category as the items that comprise such claim, any Income Tax Benefit will be determined by AXP in good faith based on the
assumption that the items were utilized on a Proportionate Basis. AXP will pay to Ameriprise for the amount of the Tax Benefit, if any, it determines in good faith was derived from such claim within
30 business days after it receives a refund or credit for refund therefor. Ameriprise will repay to AXP all or a portion of such amount as determined by AXP in good faith to the extent the Tax Benefit
is reduced as a result of an Adjustment for any Affiliation Year or otherwise, together with applicable interest and penalties. If AXP elects to file a Section 7.02 Claim in respect of
the carryback of any attribute other than foreign Tax Credits or domestic source capital losses, the terms for payment and other provisions shall be determined based upon the mutual agreement, if any,
of the Parties. If AXP files a Section 7.02 Claim, Ameriprise will indemnify AXP for any additional Taxes or loss of Tax benefits incurred by a member of the AXP Group (including interest,
penalties and additions to Tax) arising from such claim. AXP shall also be entitled to reimbursement from Ameriprise for any reasonable external costs for professional services incurred by AXP in
connection with the Section 7.02 Claim whether or not Ameriprise receives payment or credit therefor. 


 
 

ARTICLE VIII
  
    U.S. FEDERAL INCOME TAX ADJUSTMENTS  
    


        SECTION 8.01.    Determination.    If an Adjustment occurs, the liability of
Ameriprise or AXP, as the case may be, pursuant to Article II hereof, or the amounts allocated pursuant to Article VII, shall be recomputed by AXP. As recomputed for purposes of
Article II, Ameriprise shall make payments to AXP for an increase in Ameriprise's liability or AXP shall make payments to Ameriprise for an increase in AXP's liability. For purposes of Sections
2.01 and 2.02, Ameriprise's liability shall be deemed to have increased by any Adjustment that results in an increase in the Adjusted Separate Ameriprise Group Federal Tax Liability or a decrease in
the Excess AXP Group Benefits, and AXP's liability shall be deemed to have increased by any Adjustment that results in a decrease in the Adjusted Separate Ameriprise Group Federal Tax Liability or an
increase in the Excess AXP Group Benefits. 


        SECTION
8.02.    Payments.    Payments due from Ameriprise to AXP shall be made no later
than one (1) business day before the due date for payment by AXP to a Taxing authority upon the Final Determination of the items in question, or, to the extent no such payment is due, within
thirty (30) business days after the date of such Final Determination. Payments due from AXP to Ameriprise shall be made within thirty (30) business days after AXP receives a refund or a
credit for a refund with 


16







 



regard
to the items in question after a Final Determination therefor. Such payments shall include any applicable interest, penalties and additions to Tax and, if applicable, any reasonable external
costs for professional services incurred by AXP thereon. In calculating any interest payable by Ameriprise to AXP hereunder, interest, if any, due from AXP to the IRS shall first be deemed to arise
with respect to the increase in the liability of Ameriprise, as determined above. 


        SECTION
8.03.    Procedures.    Subject to Section 7.02 hereof, for any
Affiliation Year or Combined Year, AXP will determine in good faith whether to give effect, through any Tax Return, claim for refund or otherwise, to items of loss, deduction or Credit for the
Ameriprise Group which are greater than those reflected on prior Tax Returns and the nature of all actions taken with respect thereto. If AXP files such a claim, Ameriprise will indemnify AXP for any
additional Taxes or loss of Tax benefits incurred by a member of the AXP Group or the applicable Total Combined Group (including interest, penalties and additions to Tax) arising from such claim. 


        SECTION
8.04.    Intercompany Adjustments.    If any transaction or arrangement between
the AXP and/or AXP Affiliates, on the one hand, and Ameriprise and/or Ameriprise Affiliates, on the other hand, is recharacterized for applicable Tax purposes under Section 482 of the Code or
otherwise and such recharacterization results in an Income Tax Detriment to one applicable group of companies and an Income Tax Benefit to the other group, the group incurring the Income Tax Detriment
shall be paid by the other group an amount equal to such Income Tax Detriment (including any interest, penalties and additions to Tax) within thirty (30) business days after the Final
Settlement of such Income Tax Detriment. In addition, each Party hereto shall be responsible for, and shall indemnify and hold the other Party and its Affiliates harmless against, any Taxes
attributable to intercompany items or otherwise for any stock or other assets (tangible or intangible) transferred to it (or an AXP Affiliate, in the case of AXP, or an Ameriprise Affiliate, in the
case of Ameriprise) from the other Party hereto (or an AXP Affiliate, in the case of AXP, or an Ameriprise Affiliate, in the case of Ameriprise) for which it is determined not to have paid or provided
fair market value consideration. 


 
 

ARTICLE IX
  
    U.S. FEDERAL INCOME TAX PROCEEDINGS  
    


        SECTION 9.01.    Ameriprise and AXP Issues.    AXP and Ameriprise hereby agree
that during the course of the audit of any Affiliation Year, they will in good faith endeavor to discuss and resolve separately with the IRS district agents any "Ameriprise
Issues" and "AXP Issues" (defined below). "Ameriprise Issues" are issues relating to items of income, gain, loss, deduction, or Credit that are attributable solely to the Ameriprise
Group and that could not reasonably have material adverse consequences for the U.S. federal income Tax liability of a member of the AXP Group (other than a member of the Ameriprise Group) if resolved
against the taxpayer, as determined in good faith by AXP. "AXP Issues" are any other issues, including issues relating to Foreign Attributes of the Ameriprise Group. 



        SECTION
9.02.    Procedures.    (a) In the event a Revenue Agent's Report
("RAR") is issued with respect to such taxable year, and the RAR contains adjustments proposed with respect to Ameriprise Issues, at Ameriprise's request, AXP shall
protest (as provided for in applicable Treasury Regulations) the adjustments made with respect to Ameriprise Issues. Ameriprise will prepare that portion of any protest which it determines should be
filed in connection with any adjustment proposed with respect to Ameriprise Issues and shall limit such portion of the protest to the defense of the specific Ameriprise Issues raised in the RAR,
unless AXP, in its sole discretion, determines otherwise. 


        (b)   After
the filing of such protest, AXP and Ameriprise shall jointly meet with the representatives of the IRS responsible for disposing of the issues in dispute and
request the separate resolution of the AXP and Ameriprise Issues. They shall further request that the IRS assign separate representatives to conduct any review of or proceedings on their respective
issues. 


17









  





        (c)   Regardless of whether the IRS agrees to resolve the issues affecting each Party or assign separate representatives to deal with the issues of each, AXP and Ameriprise
each will attend meetings and will prepare written presentations to be made to the IRS regarding any adjustments proposed only with respect to its respective issues. AXP and Ameriprise shall keep each
other promptly informed of any developments and discussions at any such meetings concerning adjustments, whether or not formally proposed, affecting the other Party. 


        SECTION
9.03.    Control of Issues.    (a) For each Affiliation Year, AXP shall
have full control of all AXP Issues and all Ameriprise Issues not otherwise settled by Ameriprise at the audit or appellate level of the IRS ("Ameriprise Unsettled
Issues") if the aggregate liability for any Taxes for which Ameriprise would be liable hereunder ("Article IX Taxes") with respect to all Ameriprise
Unsettled Issues for such Affiliation Year does not exceed $1,000,000. If the aggregate liability for Article IX Taxes with respect to Ameriprise Unsettled Issues for any Affiliation Year
exceeds $1,000,000, Ameriprise shall, at its sole cost and expense, unless AXP agrees to waive the same, obtain an evaluation of the Ameriprise Unsettled Issues
("Evaluation") from an independent attorney experienced in the field of U.S. federal corporate income Taxation, who shall be selected jointly by the Parties and who, in
the case of a listed or reportable transaction for U.S. federal income Tax purposes, is not a disqualified Tax advisor within the meaning of Section 6664(d)(3)(B)(ii) of the Code. The
Evaluation shall state, for the Ameriprise Unsettled Issues on an issue-by-issue basis, whether, in the opinion of the attorney (which in the case of a listed transaction or
reportable transaction for U.S. federal income Tax purposes does not constitute a disqualified Tax opinion as defined in Section 6664(d) of the Code) the filing position for each such issue
satisfies the requirements set forth in Section 6662(d) of the Code required for the reduction in any understatement of income Tax penalty and in the case of any such listed transactions or
reportable transactions satisfies the additional requirements set forth in Section 6664(d) of the Code required to avoid a reportable transaction understatement penalty. Any discussions with
respect to the Evaluation shall be held with both Parties jointly, and such attorney shall send a copy of the Evaluation (including any drafts thereof) to both Parties simultaneously. 


        (b)   If
the Evaluation discloses any Ameriprise Unsettled Issues which do not fully meet the aforementioned standards as applicable, Ameriprise shall be obligated to settle
such issues with the IRS at its own cost and expense within a reasonable period of time after receipt of the Evaluation. If the aggregate liability for Article IX Taxes with respect to the
remaining Ameriprise Unsettled Issues does not exceed $1,000,000, Ameriprise also shall be obligated to settle all such issues at its own cost and expense within a reasonable period of time after
receipt of the Evaluation. 


        SECTION
9.04.    Options for Resolution.    If, for any Affiliation Year, the aggregate
liability for Article IX Taxes with respect to the remaining Ameriprise Unsettled Issues exceeds $1,000,000, AXP may select one of two options: (i) retain complete control over and
liability for the remaining Ameriprise Unsettled Issues, or (ii) cede complete control to Ameriprise for the remaining Ameriprise Unsettled Issues. In the event that AXP selects option (ii),
Ameriprise shall assume complete responsibility and liability for such issues, but shall proceed with reasonable diligence to resolve the same. In so doing, Ameriprise may, upon ten
(10) business days written notice to AXP, fund the prepayment of any remaining Ameriprise Unsettled Issue if the effect of such prepayment is to toll an interest charge for such issue and AXP
does not otherwise determine in good faith that such action would adversely affect the U.S. federal income Tax liability of a member of the AXP Group (other than a member of the Ameriprise Group). In
addition, in such event, Ameriprise shall be liable and indemnify AXP and the AXP Affiliates for, but AXP shall control the resolution of, (A) each AXP Issue which is not expressly set forth in
the RAR with respect to such Affiliation Year ("New AXP Issues") and (B) each AXP Excess Issue as defined below. For purposes of this Article IX, an
"AXP Excess Issue" shall mean an AXP Issue the Tax liability for which (including any related interest, penalties and additions to Tax) exceeds any proposed deficiency set
forth in the RAR with respect to 


18







 



such
AXP Issue or, if less, the amount of any deficiency with respect to such AXP Issue in an agreement with the IRS reached during Appellate proceedings ("IRS
Agreement"). Ameriprise's liability for an AXP Excess Issue shall be an amount equal to the excess, if any, of the actual liability for Taxes (including any related interest, penalties
and additions to Tax) with respect to such AXP Excess Issue over the proposed deficiency in the RAR or IRS Agreement, as the case may be. 



        SECTION
9.05.    Forum for Judicial Proceedings.    In any case where judicial
proceedings are instituted, AXP shall be entitled to select the forum for such judicial proceedings, unless AXP determines, in good faith, that such proceedings involve only Ameriprise Unsettled
Issues and has chosen option (ii) described in Section 9.04 above in respect of such issues. In such event, Ameriprise shall be entitled to select the forum for judicial proceedings.
Each Party shall bear the costs of litigation in respect of its own issues, provided, however, that
Ameriprise shall bear the costs of litigation in respect of New AXP Issues and AXP Excess Issues. 



        SECTION
9.06.    Settlement of Claims.    AXP may agree to settle any case involving net
U.S. federal income Tax claims for refund by the Ameriprise Group and net U.S. federal income Tax liabilities by the AXP Group (not including the Ameriprise Group) or otherwise on such terms as it
determines are advisable; provided, however, that if the Ameriprise Group has a fully agreed case providing for a net U.S. federal income Tax refund of at least $1,000,000, AXP may settle the entire
case involving the entire AXP Group by agreeing to forego such refund (or any portion thereof) only if it agrees to reimburse Ameriprise for the amount of such foregone refund (or portion thereof). 


 
 

ARTICLE X
  
    PAYMENTS  
    


        Section 10.01.    Reporting of Indemnity Payments, Etc.    Any Tax indemnity
payments hereunder or payments made in respect of Tax-Related Losses hereunder shall, unless otherwise required by law, be reported for Tax purposes by the payer and the recipient as a
cash capital contribution by AXP or a cash distribution by Ameriprise, as the case may be, immediately before the Distribution. If, notwithstanding such reporting, such payment results in additional
taxable income to the recipient, such payments shall be increased such that the amount that the recipient receives (net of Taxes) shall equal the amount of the payment that it would otherwise be
entitled to receive pursuant to this Agreement. 


        SECTION
10.02.    Interest on Late Payments.    If any payments hereunder are not made
when due, interest shall accrue on the unpaid amount at the underpayment rate for large corporate underpayments, in effect from time to time under Section 6621 of the Code, while such amount is
outstanding. 


 
 

ARTICLE XI
  
    TAX RETURNS  
    


        SECTION
11.01.    Cooperation and Furnishing of Tax Return
Information.    (a) Cooperation. AXP and Ameriprise each agree to cooperate fully in connection with the preparation of
any Tax Return relating to any Affiliation Year or Combined Year and the resolution of any related Tax audits, proceedings or disputes. In this regard, except as provided in the service level
agreement between AXP and Ameriprise relating to Tax services after the Distribution Date or herein, the Tax department of Ameriprise and its subsidiaries shall, at the expense of Ameriprise, and the
Tax department of AXP and its subsidiaries shall, at the expense of AXP, continue to perform the same Tax-related functions with respect to such Tax Returns, audits, proceedings or
disputes they have performed to date. 


        (b)       Tax Return Information.    For purposes of the preparation by AXP of Tax Returns for the taxable
years ending on December 31, 2004 and December 31, 2005, respectively, on or prior to such date(s) as specified by AXP, Ameriprise shall provide AXP with Tax information for the
respective life 


19







 



and
non-life subgroups of the Ameriprise Group and Tax information for all members of each Ameriprise Combined Group, including but not limited to, schedule(s) showing the items of income,
gain, loss, deduction and Credit and Foreign Attributes with respect to each such taxable year required to be included in applicable Tax Returns and complete work papers together with such other
information as AXP may request. The information provided by Ameriprise shall be consistent with any similar information provided by Ameriprise to AXP for prior taxable years. 


        (c)       Disclosures.    Ameriprise represents that it has provided, and agrees to promptly provide, to
AXP complete and accurate information that is required or AXP requests to satisfy all applicable U.S. federal, state and local, and non-U.S., disclosure and reporting requirements in
respect of listed transactions, reportable transactions and other transactions that may be viewed as Tax-motivated, including, but not limited to, U.S. state expense disallowance
information. Ameriprise also represents that is has provided, and agrees to promptly provide, to AXP all documents and other information that is required or AXP requests to satisfy the transfer
pricing and other documentation requirements set forth in Sections 482 and 6662 of the Code and the Treasury Regulations thereunder or otherwise (including analogous provisions under U.S. state and
local or non-U.S. law), including but not limited to, principal documents as defined in Treasury Regulations Section 1.6662-6(d)(2)(iii)(B), and to address any transfer
pricing audit issue arising under Section 482 of the Code or otherwise, shall promptly provide to AXP any documents and information it may request, including background documents as defined in
Treasury Regulations Section 1.6662-6(d)(2)(iii)(C). Ameriprise further represents that it has provided, and agrees to promptly provide, to AXP all internal and external tax
opinions memoranda relating to the transactions and other matters addressed in this subsection (c). If Ameriprise fails to timely satisfy the requirements of this subsection (c), it will indemnify,
and hold AXP and AXP Affiliates harmless against, any Taxes, interest, penalties or additions to Tax arising therefrom. 


        SECTION
11.02.    Preparation of Tax
Returns.    (a)    Preparation.    AXP shall have sole
authority for the preparation and filing of any consolidated U.S. federal income Tax Return or Combined Tax Return, which include the items of income, gain, loss, deduction and Credit of the
Ameriprise Group or any Ameriprise Combined Group for all relevant taxable periods, including but not limited to, determination of Foreign Attributes. With respect to the U.S. federal income Tax
Returns for the taxable years ending December 31, 2004 and December 31, 2005, respectively, AXP agrees to notify Ameriprise and, subject to filing deadlines, give Ameriprise an
opportunity to comment on the reporting, if it plans to file such Tax Returns reflecting data or information that is materially different from the final data or information provided by Ameriprise. In
addition, with respect to any Combined Tax Return for the taxable years ending December 31, 2004 and December 31, 2005, respectively, in which Ameriprise is projected to have Tax
liability in excess of $500,000, AXP agrees to notify Ameriprise and, subject to filing deadlines, give Ameriprise an opportunity to comment on the reporting, if it plans to file such Tax Returns
reflecting data or information that is materially different from the final data or information provided by Ameriprise. Any decisions with respect to the timing, filing, or content of the above Tax
Returns shall be made by AXP in its sole discretion and shall be final and binding upon the Parties hereto. 


        (b)       Elections.    Ameriprise and the appropriate members of the Ameriprise Group or an Ameriprise
Combined Group shall make or give their consent to such elections or other matters relating to the Ameriprise Group or an Ameriprise Combined Group as AXP determines are necessary or advisable in
connection with the filing of any such Tax Returns. In addition, no member of the Ameriprise Group may elect to be considered as not having been a member of the AXP Group for U.S. federal income Tax
purposes and no member of an Ameriprise Combined Group may elect to be considered as not having been a member of a Total Combined Group for U.S. state or local Tax purposes for any taxable year or
portion thereof without the prior written consent of AXP. 


20







 
 
 

ARTICLE XII
  
    POST-AFFILIATION YEARS AND POST-COMBINED YEARS    
    



        Section 12.01.    Returns.    Ameriprise shall not and shall not permit any of the
Ameriprise Affiliates to (i) file or amend any Tax Return for the Post-Affiliation Year or a Post-Combined Year beginning on the first day following the Distribution
Date, in a manner that is inconsistent with the manner in which AXP filed its Tax Returns in an Affiliation Year or a Combined Year or (ii) make any election for any
Post-Affiliation Year or Post-Combined Year if such election would have the effect of binding or requiring conformity by any member of the AXP Group or any Total Combined Group
for any Affiliation Year or Combined Year. 


        SECTION
12.02.    Actions or Transactions.    Ameriprise shall be obligated to inform and
disclose fully to AXP any actions taken or transactions undertaken in a Post-Affiliation Year or a Post-Combined Year which can reasonably be expected to affect in any material
way the Tax liability of the AXP Group for any Affiliation Year or a Total Combined Group for any Combined Year. 


        SECTION
12.03.    Proposed Adjustments.    Ameriprise shall promptly notify AXP and keep
AXP apprised of any proposed adjustments which arise out of an audit or examination of a Post-Affiliation Year or Post-Combined Year Tax Return which could reasonably be
expected to affect in any material way the Tax liability of for any Affiliation Year or Combined Years or which could reasonably result in treatment of items that is inconsistent with the manner in
which AXP filed its Tax Returns for such years. 


 
 

ARTICLE XIII
  
    BOOKS AND RECORDS  
    



        Section 13.01.    Retention Period.    Without limiting any of the provisions of
this Agreement, each of the Parties agrees that it shall retain, until the expiration of the appropriate statutes of limitations (including any extensions) plus ninety (90) days, copies of any
Tax Returns for any open periods during the Affiliation Years and Combined Return Years which might be subject to adjustment under this Agreement, supporting work schedules and other books, records or
information which may be relevant and that it will not destroy or otherwise dispose of such records without first providing the other Party with a reasonable opportunity to review and copy the same.
Without limiting the foregoing, Ameriprise shall cooperate with AXP in identifying such books, records or information and so retain or provide to AXP such books, records or information as may be
specified by AXP in writing within 180 days after the Distribution Date. Any information obtained pursuant to this Agreement, or any other information obtained by AXP or Ameriprise relating to
the Tax position of either Party shall be kept confidential by the Parties hereto, except if otherwise required by a Taxing authority. 


        SECTION
13.02.    Record Retention Policy.    Without limiting the foregoing, each of the
Parties hereto agrees that it shall retain copies of any books and records in its possession as required by any record retention agreement in effect from time to time, between AXP and the IRS or any
other Taxing authority. 


        SECTION
13.03.    Tax Attributes.    Ameriprise shall maintain and provide to AXP upon
request information which will enable AXP to determine, clarify or verify the adjusted book and Tax bases of the Ameriprise stock held by AXP, Ameriprise's assets, both tangible and intangible,
including the stock of all directly and indirectly owned subsidiaries of Ameriprise which were members of the Ameriprise Group or an Ameriprise Combined Group at any time during Affiliation Years or
Combined Years, and the adjusted book and Tax bases of all assets, both tangible and intangible, of such subsidiaries. In addition, Ameriprise shall maintain and provide to AXP upon request all
relevant information for the determination of earnings and profits of any members of the Ameriprise Group, in accordance with applicable provisions of the Code and the Treasury Regulations thereunder. 


21







 
 
 

ARTICLE XIV
  
    COMPENSATION AND EMPLOYEE BENEFITS  
    


        Section 14.01.    General.    For U.S. federal, applicable U.S. state and local
income and other Tax purposes, all deductions in respect of compensation and employee benefits, other than AXP Stock-Based Awards as provided below, whether on or before or after the Distribution
Date, shall be allocated to AXP (or its appropriate subsidiary) or Ameriprise (or its appropriate subsidiary) based on the entity which, directly or indirectly, provides the cash or other
consideration to its employees, former employees or other service providers or any individual whose rights are derived from such individual's relationship with such employee, former employee or
service provider. 


        SECTION
14.02.    AXP Stock-Based Awards.    For U.S. federal, applicable U.S. state and
local income and other Tax purposes, all deductions in respect of AXP Stock-Based Awards, whether on or before or after the Distribution Date, shall be allocated as follows: (i) deductions in
respect of AXP Options that are exercised on or before the Distribution Date ("Exercised AXP Options") shall be allocated to AXP (and shall accordingly not be taken into
account in computing Adjusted Separate Ameriprise Group Federal Tax Liability) except for the amount of deductions (A) reflected in net U.S. federal income deferred Tax assets that are properly
recorded on the Ameriprise Group's books in respect of such Exercised AXP Options immediately before their exercise pursuant to SFAS 123 or SFAS 123(R) as adopted by AXP
("SFAS Exercised AXP Options") or (B) actually realized upon the exercise of such SFAS 123 Exercised AXP Options, whichever is less, and
(ii) deductions in respect of AXP Options that are exercised after the Distribution Date or in respect of AXP Stock-Based Awards (other than AXP Options) shall be allocated between AXP (or its
appropriate subsidiary that was a direct employer of record of the holder of such award during the Vesting Period) and Ameriprise (or its appropriate subsidiary that was a direct employer of record of
the holder of such award during the Vesting Period) pro rata based on their respective Vesting Ratios. 


        SECTION
14.03.    Reporting of Deductions.    Unless otherwise required by law, AXP and
Ameriprise shall for themselves and their appropriate subsidiaries compute their respective Tax liability and file all applicable Tax Returns in accordance with the allocations under Sections 14.01
and 14.02 above. In the event that any deduction allocated under such Sections to one entity is subsequently required by law to be reported by another entity for Tax purposes, AXP or Ameriprise shall
pay the entity to which the deduction was allocated under such Sections such amounts as are necessary to put such entity in the same position, on an after-Tax basis, as it would have been
if the allocation under such Sections had been respected. 


        SECTION
14.04.    Employment Taxes and Tax Reporting.    To the extent that AXP,
Ameriprise or any of their subsidiaries is allocated a deduction for Tax purposes under Sections 14.01 and 14.02 above or otherwise, the entity to which the deduction is allocated shall be solely
responsible for satisfying any
withholding and employment Tax liabilities and Tax reporting obligations in respect of the compensation that corresponds to such deduction. 



        SECTION
14.05.    Determinations.    All determinations necessary to effect this
Article XIV, including those related to the Vesting Period and Vesting Ratios, will be made by AXP in good faith. 


 
 

ARTICLE XV
  
    MISCELLANEOUS  
    


        SECTION
15.01.    Notices.    All notices, requests, claims, demands and other
communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally 


22







 

or
by facsimile transmission or mailed (first class postage prepaid) to the Parties at the following addresses or facsimile numbers: 



        If
to AXP or any member of the AXP Group, to: 





American
Express Company

200 Vesey Street

New York, New York 10285

Attn: Gilbert E. Ahye 


with
a copy to: 


American
Express Company

200 Vesey Street

New York, New York 10285

Attn: Director of Tax 


If
to Ameriprise or any member of the Ameriprise Group, to: 


Ameriprise
Financial, Inc.

707 2nd Avenue, South

Minneapolis, Minnesota 55474

Attn: Walter Berman 


with
a copy to: 


Ameriprise
Financial, Inc.

707 2nd Avenue, South

Minneapolis, Minnesota 55474

Attn: Director of Tax 






All
such notices, requests and other communications will (i) if delivered personally to the address as provided in this section, be deemed given upon delivery, (ii) if delivered by
facsimile transmission to the facsimile number as provided in this section, be deemed given upon receipt and (iii) if delivered by mail in the manner described above to the address as provided
in this section, be deemed given upon receipt (in each case regardless of whether such notice, request or other communication is received by any other Person to whom a copy of such notice, request or
other communication is to be delivered pursuant to this section). Any Party from time to time may change its address, facsimile number or other information for the purpose of notices to that Party by
giving notice specifying such change to the other Party. 


        SECTION
15.02.    Complete Agreement; Representations.    (a) This Agreement,
together with any exhibits and schedules hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations,
commitments and writings with respect to such subject matter. 


        (b)   AXP
represents on behalf of itself and each other member of the AXP Group and Ameriprise represents on behalf of itself and each other member of the Ameriprise Group as
follows: 



          (i)  each
such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform
this Agreement to which it is a Party and to consummate the transactions contemplated by this Agreement; and 



         (ii)  this
Agreement has been duly executed and delivered by such Person (if such Person is a Party) and constitutes a valid and binding agreement of it enforceable in
accordance with the terms thereof (assuming the due execution and delivery thereof by the other Party) except as such 



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enforceability
may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and by general equitable principles. 




        SECTION
15.03.    Amendment, Modification, or Waiver.    (a) This Agreement may be
amended, supplemented, modified or superseded only by a written instrument signed by duly authorized signatories of the Parties. 


        (b)   Any
term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set
forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. No waiver by any Party of any term or condition of this Agreement, in any one or more
instances, shall be deemed or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by law or
otherwise afforded, will be cumulative and not alternative. 


        SECTION
15.04.    Severability.    If any one or more of the provisions of this Agreement
shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement. 


        SECTION
15.05.    No Assignment; Binding Effect; No Third-Party
Beneficiaries.    (a) Neither this Agreement nor any right, interest or obligation hereunder may be assigned by either Party hereto without the prior written consent of
the other Party hereto and any attempt to do so will be void. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties hereto and
their respective successors and assigns. 


        (b)   Except
for provisions relating to Affiliates and the provisions of Article V relating to Tax-Related Losses, the terms and provisions of this
Agreement are intended solely for the benefit of each Party hereto and their respective Affiliates, successors or permitted assigns, and it is not the intention of the Parties to confer third-party
beneficiary rights upon any other Person. 


        (c)   Notwithstanding
anything herein to the contrary, unless the context indicates otherwise, if an obligation is imposed on AXP or Ameriprise hereunder it shall cause any
Person that directly or indirectly controls or is controlled by it to comply therewith to the extent reasonably necessary to carry out such obligation. "Control" for these purposes shall have the same
meaning as that set forth under the definition of "Affiliate". 


        SECTION
15.06.    Headings.    The headings used in this Agreement have been inserted for
convenience of reference only and do not define or limit the provisions hereof. 


        SECTION
15.07.    Counterparts.    This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of the counterparts together shall constitute one and the same instrument. 



        SECTION
15.08.    Governing Law.    This Agreement and any dispute arising out of, in
connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of New York, without giving effect to the conflicts of laws principles
thereof. 


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        IN
WITNESS WHEREOF, the Parties hereto have entered into this Agreement as of the date first above written. 



	 	 	AMERICAN EXPRESS COMPANY
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:    
	

 	
 	
AMERIPRISE FINANCIAL, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:    




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QuickLinks



Exhibit 10.1


FORM OF TAX ALLOCATION AGREEMENT DATED AS OF BY AND BETWEEN AMERICAN EXPRESS COMPANY AND AMERIPRISE FINANCIAL, INC.



FORM OF TAX ALLOCATION AGREEMENT

ARTICLE I DEFINITIONS AND STANDARDS

ARTICLE II U.S. CONSOLIDATED FEDERAL INCOME TAX LIABILITIES


ARTICLE III U.S. COMBINED STATE AND LOCAL INCOME TAX LIABILITIES

ARTICLE IV SEPARATE TAX RETURN OBLIGATIONS

ARTICLE V TAX-FREE STATUS OF DISTRIBUTION

ARTICLE VI DUAL CONSOLIDATED LOSSES

ARTICLE VII CARRYOVER AND CARRYBACK ITEMS

ARTICLE VIII U.S. FEDERAL INCOME TAX ADJUSTMENTS

ARTICLE IX U.S. FEDERAL INCOME TAX PROCEEDINGS


ARTICLE X PAYMENTS

ARTICLE XI TAX RETURNS

ARTICLE XII POST-AFFILIATION YEARS AND POST-COMBINED YEARS

ARTICLE XIII BOOKS AND RECORDS

ARTICLE XIV COMPENSATION AND EMPLOYEE BENEFITS

ARTICLE XV MISCELLANEOUS