Exhibit 4.1


 


AMERIPRISE FINANCIAL, INC.


 


7.75% Senior Note due 2039


 


	
  No. 1

  	
  $

  
	
   

  	
   

  
	
  CUSIP No. 03076C205

  	
   

  



 


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                           Dollars
($              )
on June 15, 2039, and to pay interest (computed on the basis of a 360-day
year comprised of twelve 30-day months) thereon from June 3, 2009, or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, on each March 15, June 15, September 15 and December 15,
commencing September 15, 2009, 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 last day of the month preceding each Interest Payment
Date:  February 28 or 29, May 31,
August 31 or November 30, as the case may be. 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 each February 28 or 29, May 31,
August 31 or November 30, 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 and interest on this Note
will be made at the office or agency of the Company maintained for that purpose
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.


 

















 


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


 


Dated:  June 3, 2009


 


	
   

  	
  AMERIPRISE FINANCIAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Thomas R. Moore

  
	
   

  	
   

  	
  Vice President, Corporate Secretary and
  Chief Governance Officer

  
	
   

  	
  Attest

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  David H. Weiser

  
	
   

  	
   

  	
  Assistant Secretary

  



 


 


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


 


Dated:  June 3, 2009


	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: Richard Prokosch

  
	
   

  	
  Title: Vice President

  



 


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AMERIPRISE FINANCIAL, INC.


 


7.75% Senior Note due 2039


 


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 limited in aggregate principal amount to $                   (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 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 in the Indenture provided or permitted.
This Note is one of a series of the Securities designated 7.75% Senior Notes due
2039 (the “Notes”).


 


Prior
to the Stated Maturity the Company may, at its option, at any time and
from time to time, on or after June 15, 2014, redeem the Notes in whole or
in part.  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 to the Redemption Date.


 


Notice of redemption shall be mailed 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 30 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.


 


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.


 


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 


 


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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 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 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 $25 and integral multiples 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.


 


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