Exhibit 4.1
AMERIPRISE FINANCIAL,
INC.
7.30% Senior Note due
2019
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No. 1
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$300,000,000
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CUSIP No. 03076CAD8
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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
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AMERIPRISE FINANCIAL,
INC.
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By
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Thomas R. Moore
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Vice President, Corporate
Secretary and Chief Governance Officer
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Attest
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David H. Weiser
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Assistant
Secretary
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This is one of the Securities of the
series designated herein and referred to in the within-mentioned
Indenture.
Dated: June 8, 2009
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U.S. BANK NATIONAL ASSOCIATION
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as Trustee
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By:
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Name: Richard Prokosch
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Title: Vice President
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2
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”).
Prio
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