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Exhibit 4.1  



	COMMON STOCK
 PAR VALUE $.01 PER SHARE	 	[Ameriprise Financial Logo]
	

NUMBER            SHARES	
 	

 
	

AMP	
 	

 
	

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE	
 	

CUSIP 03076C 10 6
	

THIS CERTIFIES THAT	
 	

 
	Is the Holder of record of	 	 
	

FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK OF	
 	
See reverse for certain definitions

Transferable in New York, NY
	
Ameriprise Financial, Inc.
 transferable upon the books of the corporation upon surrender of this certificate properly endorsed.	
 	

 
	This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar.	 	 
	CERTIFICATE OF STOCK
	

WITNESS the facsimile seal of the corporation and the facsimile signatures of its duly authorized officers.	
 	

 
	Dated	 	 
	

Countersigned and Registered:

THE BANK OF NEW YORK

                Transfer Agent and Registrar	
 	

 
	

By	
 	

 





	Authorized Signature	 	TREASURER	 	CHAIRMAN AND

CHIEF EXECUTIVE OFFICER
	
AMERIPRISE FINANCIAL, INC.

DELAWARE	
 	

 
	CORPORATE

SEAL

1983	 	 	 	 









 
 

AMERIPRISE FINANCIAL, INC.    
    


        Shareholders may obtain, upon request and without charge, a statement of the powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights granted to or imposed upon each class of shares or series
thereof authorized to be issued and upon the holders thereof from the office of the Secretary of the Corporation. 


        The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or
regulations: 



	TEN COM	–as tenants in common	 	UNIF GIFT MIN ACT-	                    Custodian                 
   

    (Cust)                        (Minor)
            
	TEN ENT	–as tenants by the entireties	 	 	under Uniform Gifts to Minors
	JT TEN	–as joint tenants with right of

 survivorship and not as tenants

 in common	 	 	Act                                       
                 

                              (State)        
	 	 	 	UNIF TRF MIN ACT-	                Custodian (until
age                )

  (Cust)
	 	 	 	 	                              under Uniform Transfers

        (Minor)
	 	 	 	 	to Minors
Act                                    
	 	 	 	 	(State)




Additional
abbreviations may also be used though not in the above list. 


        KEEP
THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE. 


        FOR
VALUE RECEIVED,
                                         
                                          
                                      hereby sell, assign and
transfer unto
 


PLEASE
INSERT SOCIAL SECURITY OR OTHER

        IDENTIFYING NUMBER OF ASSIGNEE        



	                                        
                                          
                                         
                                          
                           

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	

                                         
                                          
                                          
                                         
                
	

                                         
                                          
                                          
                                         
                
	

                                         
                                          
                                          
                                         
                 Shares

of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
	

                                         
                                          
                                          
                                         
                Attorney

to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.





Dated                              




	 	 	X	

	 	 	X	

	 	 	NOTICE:	THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
	Signature(s) Guaranteed	 	 	 





	

By	

	
 	

 
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.	 	 













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