Exhibit 4.1


 


AMERIPRISE FINANCIAL, INC.


 


7.30% Senior Note due 2019


 


	
  No. 1

  	
   

  	
  $300,000,000

  
	
   

  	
   

  	
   

  
	
  CUSIP No. 03076CAD8

  	
   

  	
   

  



 


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 Three Hundred Million Dollars ($300,000,000) on June 28,
2019, and to pay interest (computed on the basis of a 360-day year comprised of
twelve 30-day months) thereon from June 8, 2009, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, on each June
28 and December 28, commencing December 28, 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 June 13 and December 13 preceding each respective Interest
Payment Date, 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 each June 13
or December 13, 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 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 8, 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 8, 2009


 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: Richard Prokosch

  
	
   

  	
  Title: Vice President

  



 


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AMERIPRISE
FINANCIAL, INC.


 


7.30%
Senior Note due 2019


 


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 $300,000,000 (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 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 7.30% Senior
Notes due 2019 (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. 
The Notes will be redeemable at a Redemption Price, plus accrued and
unpaid interest to the Redemption Date, 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 after the related Redemption Date but
for such redemption (except that, if such Redemption Date is not an Interest
Payment Date, the amount of the next succeeding scheduled interest payment will
be reduced by the amount of interest accrued thereon to 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 50 basis
points.


 


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.


 


“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.


 


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


 


“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 


 


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such Reference Treasury Dealer Quotations, or (2)
if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all Quotations obtained.


 


“Reference Treasury
Dealer” means each of J.P. Morgan Securities Inc. and UBS Securities LLC 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 Trustee, 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 Trustee by such
Reference Treasury Dealer as of 3:30 p.m., New York City time, on the third
Business Day preceding such Redemption Date.


 


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 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 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 


 


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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.


 


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