Exhibit 4.1
AMERIPRISE FINANCIAL,
INC.
7.75% Senior Note due
2039
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No. 1
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$
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CUSIP No. 03076C205
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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 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.
