Exhibit 4.1


 


AMERIPRISE FINANCIAL, INC.


 


3.000% Senior Note due 2025


 


	No. 1	                   $500,000,000
	CUSIP No. 03076C AK2	 


 


AMERIPRISE
FINANCIAL, INC., a Delaware corporation (hereinafter called the “Company”, which term includes any successor
corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co. or
registered assigns, the principal sum of Five Hundred Million Dollars ($500,000,000) on April 2, 2025, and to pay interest
(computed on the basis of a 360-day year comprised of twelve 30-day months) thereon from April 2, 2020, or from the most
recent Interest Payment Date to which interest has been paid or duly provided for, on each April 2 and October 2, commencing
October 2, 2020, and at maturity, at the rate per annum specified in the title of this Note, until the principal hereof is
paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in said Indenture, be paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the March 16 and September 16 immediately preceding such Interest
Payment Date, respectively, and at maturity. In any case where such Interest Payment Date shall not be a Business Day, then
(notwithstanding any other provision of said Indenture or the Notes) payment of such interest need not be made on such date,
but may be made on the next succeeding Business Day with the same force and effect as if made on such date, and, if such
payment is so made, no interest shall accrue for the period from and after such date. Any such interest not so punctually
paid or duly provided for shall forthwith cease to be payable to the registered Holder on the initial record date for such
interest payment (March 16 or September 16, as the case may be), and may be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on a record date for the payment of such Defaulted
Interest to be fixed by the Trustee for the Notes, notice whereof shall be given to Holders of Notes not less than 10 days
prior to such record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture. Payment of the principal, premium, if any, and interest on this Note will be made at
the office or agency of the Company maintained for that purpose at the Corporate Trust Office as defined in the Indenture,
which is currently in the City of St. Paul, Minnesota, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company
payment of interest may be made (subject to collection) by check mailed to the address of the Person entitled thereto as such
address shall appear on the Securities Register.


 


ADDITIONAL PROVISIONS
OF THIS NOTE ARE CONTAINED ON THE REVERSE HEREOF AND SUCH PROVISIONS SHALL HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS
PLACE.


 


Unless the certificate
of authentication hereon has been executed by or on behalf of the Trustee for the Notes by manual signature, this Note shall not
be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.


 






    1 


     


    

 


IN WITNESS WHEREOF,
AMERIPRISE FINANCIAL, INC. has caused this instrument to be duly executed under its corporate seal.


 


	Dated: April 2, 2020	 
	 	 
	 	AMERIPRISE FINANCIAL, INC.
	 	 
	 	 
	 	By	 
	 	 	Shweta Jhanji
	 	 	SVP Treasurer
	 	 	 
	 	Attest	 
	 	 	 
	 	 	 
	 	 	Thomas R. Moore
	 	 	Corporate
    Secretary and Chief Governance Officer




 






    2 


     


    

 


This is one of the
Securities of the series designated herein and referred to in the within-mentioned Indenture.


 


	Dated: April 2, 2020	 
	 	U.S. BANK NATIONAL ASSOCIATION
	 	as Trustee
	 	 
	 	 
	 	By:	 
	 	 	Joshua A. Hahn
	 	 	Vice President




 






    3 


     


    

 


AMERIPRISE FINANCIAL, INC.



3.000% Senior Note due 2025


 


This
Note is one of a duly authorized issue of debentures, notes or other evidences or indebtedness (hereinafter called the “Securities”)
of the Company of the series hereinafter specified, which series is initially limited in aggregate principal amount to $500,000,000
(except as provided in the Indenture hereinafter mentioned), all such
Securities issued and to be issued under an Indenture dated as of May 5, 2006 between the Company and U.S. Bank National Association,
as Trustee (the “Indenture”), to which the Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the rights and limitation of rights thereunder of the Holders of the Securities and of the rights, obligations,
duties and immunities of the Trustee for each series of Securities and of the Company, and the terms upon which the Securities
are and are to be authenticated and delivered. As provided in the Indenture, the Securities may be issued in one or more series,
which different series may be issued in various aggregate principal amounts, may be denominated in currencies other than U.S. dollars
(including composite currencies), may mature at different times, may bear interest, if any, at different rates, may be subject
to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject
to different covenants and Events of Default and may otherwise vary as provided in or permitted by the Indenture. This Note is
one of a series of the Securities designated 3.000% Senior Notes due 2025 (the “Notes”).


 


Prior to the Stated
Maturity the Company may, at its option, at any time and from time to time, redeem the Notes in whole or in part, by lot or as
otherwise determined by the Depository Trust Company, at the applicable Redemption Price described below:


 


A.                
At any time before the Par Call Date, the Notes will be redeemable at a Redemption Price equal to the greater of (1) 100%
of the principal amount of the Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of
principal and interest on the Notes to be redeemed that would be due if the Notes matured on the Par Call Date, not including any
portion of such payments of interest accrued as of the Redemption Date, discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 45 basis points, plus, in each case, accrued and unpaid
interest on the Notes to be redeemed to, but excluding, the Redemption Date.


 


B.                 
At any time on or after the Par Call Date, the Notes will be redeemable at a Redemption price equal to 100% of the principal
amount of the Notes to be redeemed, plus accrued and unpaid interest on the Notes to be redeemed to, but excluding, the Redemption
Date.


 


Notice of redemption
shall be sent to the registered Holders of the Notes designated for redemption at their addresses as the same shall appear on the
Securities Register, not less than 15 days nor more than 60 days prior to the Redemption Date, subject to all the conditions and
provisions of the Indenture.


 


In the event of redemption
of this Note in part only, a new Note or Notes for the amount of the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the cancellation hereof.


 


“Par Call Date”
means March 2, 2025.


 


“Treasury Rate”
means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity (computed
as of the second Business Day immediately preceding such Redemption Date) of the Comparable Treasury Issue, assuming a price for
the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price
for such Redemption Date.


 






    4 


     


    

 


“Comparable
Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker that would be utilized,
at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of the Notes (assuming, for this purpose, the Notes mature on the Par Call Date).


 


“Comparable
Treasury Price” means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for
such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if the Company
obtains fewer than four such Reference Treasury Dealer Quotations, the average of all quotations obtained.


 


“Independent
Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.


 


“Reference Treasury
Dealer” means each of BofA Securities, Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and HSBC Securities
(USA) Inc. and their respective successors and two other nationally recognized investment banking firms that are Primary Treasury
Dealers specified from time to time by the Company, except that if any of the foregoing ceases to be a primary U.S. Government
securities dealer in the United States (a “Primary Treasury Dealer”), the Company is required to designate as a substitute
another nationally recognized investment banking firm that is a Primary Treasury Dealer.


 


“Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Company by such Reference Treasury Dealer as of 3:30 p.m., New York City time, on the third Business
Day preceding such Redemption Date, or in the event of a satisfaction and discharge, within three business days prior to the deposit
of funds with the Trustee.


 


On and after any Redemption
Date, interest will cease to accrue on the Notes called for redemption. Prior to any Redemption Date, the Company is required to
deposit with a Paying Agent money sufficient to pay the Redemption Price of and accrued interest on the Notes to be redeemed on
such date. If the Company is redeeming less than all the Notes, the Trustee under the Indenture must select the Notes to be redeemed
by such method as the Trustee deems fair and appropriate in accordance with methods generally used at the time of selection by
fiduciaries in similar circumstances.


 


The Indenture contains
provisions for defeasance and discharge of the entire principal of all the Securities of any series upon compliance by the Company
with certain conditions set forth therein.


 


If an Event of Default
with respect to the Notes, as defined in the Indenture, shall occur and be continuing, the principal of all the Notes may be declared
due and payable in the manner and with the effect provided in the Indenture.


 






    5 


     


    

 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Securities of any series under the Indenture at any time by the Company with the consent
of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected
thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount
of the Securities of any series at the time Outstanding, on behalf of the Holders of all the Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their
consequences with respect to such series. Any such consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued upon the transfer hereof or in exchange herefor
or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.


 


No
reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal, premium, if any, and
interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.


 


As provided in the
Indenture and subject to certain limitations therein set forth, this Note is transferable on the Securities Register of the Company,
upon surrender of this Note for registration of transfer at the office or agency of the Company to be maintained for that purpose
at the Corporate Trust Office as defined in the Indenture, which is currently in the City of St. Paul, Minnesota, or at any other
office or agency of the Company maintained for that purpose, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Securities Registrar duly executed by the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.


 


The Notes are issuable
only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount
of Notes of the same series of other authorized denominations, as requested by the Holder surrendering the same.


 


No service charge
shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the registration of such transfer or exchange, other than certain exchanges not
involving any transfer.


 


Certain terms used
in this Note which are defined in the Indenture have the meanings set forth therein.


 


This Note shall for
all purposes be governed by, and construed in accordance with, the laws of the State of New York.


 


Prior to due presentment
for registration of transfer, the Company, the Trustee for the Notes and any agent of the Company or such Trustee may treat the
Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment as herein provided and for
all other purposes, whether or not this Note be overdue, and neither the Company, such Trustee nor any such agent shall be affected
by notice to the contrary.


 


The Company may,
without consent of the Holders of the Notes but in compliance with the terms of the Indenture, increase the principal amount
of the Notes by issuing additional Notes on the same terms and conditions as the Notes, except for any differences in the
issue price and interest accrued prior to the date of issuance of the additional Notes, and with the same CUSIP number as the
Notes; provided that if any such further Notes are not fungible with the notes for United States federal income tax purposes,
they will be issued with a different CUSIP number. The Notes and any additional Notes issued by the Company will rank equally
and ratably and shall be treated as a single series of Securities for all purposes under the Indenture. No additional Notes
shall be issued at any time that there is an Event of Default under the Indenture with respect to the Notes that has occurred
and is continuing.


 








    6