EXHIBIT 10.2 TAX ALLOCATION AGREEMENT

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Exhibit 10.2

TAX ALLOCATION AGREEMENT
DATED AS OF SEPTEMBER 30, 2005
BY AND BETWEEN
AMERICAN EXPRESS COMPANY
AND
AMERIPRISE FINANCIAL, INC.

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FORM OF TAX ALLOCATION AGREEMENT

        This TAX ALLOCATION AGREEMENT, dated as of this 30 ^th day of September, 2005 (this " Agreement "), is between American Express Company, a New York corporation (" AXP "), and Ameriprise Financial, Inc., a Delaware corporation (" Ameriprise ," and together with AXP, each a "Party" and collectively, the " Parties "). AXP has its executive office at American Express Tower, 3 World Financial Center, 200 Vesey Street, New York, New York 10285. Ameriprise has an executive office at 707 2nd Avenue, South, Minneapolis, Minnesota 55474.

        WHEREAS, the Board of Directors of AXP has determined that it is in the best interests of AXP to separate the Ameriprise Business (as defined below) and the AXP Business (as defined below) into two independent public companies, on the terms and subject to the conditions set forth in the Separation Agreement (as defined below), in order to resolve issues related to the allocation of capital and management resources between the Ameriprise Business and the AXP Business, and to give Ameriprise greater flexibility to manage, invest in, and expand the Ameriprise Business while ensuring that AXP can focus its time and resources on the development of the AXP Business;

        WHEREAS, in order to effectuate the foregoing, AXP and Ameriprise have entered into a Separation and Distribution Agreement, dated as of August 24, 2005, (the " Separation Agreement "), pursuant to which and subject to the terms and conditions set forth therein, the Ameriprise Business shall be separated from the AXP Business and the Ameriprise Common Stock (as defined below) shall be distributed on a pro rata basis to AXP shareholders;

        WHEREAS, for U.S. federal income Tax purposes, from January 13, 1984, through the Distribution Date (defined below) of the Distribution (defined below), income of certain present and former members of the Ameriprise Group (defined below) has been or will be included in AXP Consolidated Returns (defined below) and, from January 1, 1990, through the Distribution Date, income of certain life insurance companies subject to tax under section 801 of the Code (defined below), that are or were part of the Ameriprise Group, has been or will be included in AXP Consolidated Returns;

        WHEREAS, certain Ameriprise Combined Group (defined below) members have filed or will file Combined Returns (defined below) covering U.S. state and local income Taxes with AXP Combined Groups (defined below) as part of their respective Total Combined Groups (defined below);

        WHEREAS, Ameriprise and other members of the Ameriprise Group will cease to be members of the AXP Group for U.S. federal income Tax purposes after the Distribution Date, and Ameriprise and other members of Ameriprise Combined Groups will cease to be members of their respective Total Combined Groups for U.S. state and local income Tax purposes after the Distribution Date;

        WHEREAS, the failure of the Distribution to have a Tax-Free Status (defined below) or certain actions taken with respect to Ameriprise Capital Stock (defined below) could subject AXP and its shareholders to additional Tax costs in connection with the Distribution; and

        WHEREAS, AXP and Ameriprise desire in this Agreement to (i) set forth Tax allocation principles for Affiliation Years for U.S. federal income Tax purposes and Combined Years for U.S. state and local income Tax purposes, which, except to the extent provided herein, will supersede all prior policies and procedures governing the allocation of Taxes, (ii) define the effects upon the settlement and allocation of certain Tax liabilities and Tax benefits of transactions or developments that occur during taxable years commencing after the Distribution Date, (iii) set forth the responsibility for their respective stand-alone income and other Tax liabilities, and (iv) allocate liability for certain Tax costs that may be incurred in connection with the Distribution.

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        NOW, THEREFORE, in consideration of the foregoing, the promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, AXP and Ameriprise hereby agree as follows:

ARTICLE I

DEFINITIONS AND STANDARDS

        SECTION 1.01.     Definitions .    For all purposes of this Agreement, the following terms shall have the following meanings:

        " 2004 Excess AXP Group Benefits " shall mean the term as defined in Section 2.01.

        " 2004 Tax Liability " shall mean the term as defined in Section 2.01.

        " 2004 Tax Year " shall mean the term as defined in Section 2.01.

        " 2005 Excess AXP Group Benefits " shall mean the term as defined in Section 2.02.

        " 2005 Tax Liability " shall mean the term as defined in Section 2.02.

        " 2005 Tax Year " shall mean the term as defined in Section 2.02.

        " Additional Excess Items " shall mean the term as defined under "Excess AXP Group Benefits."

        " Adjusted Separate Ameriprise Group Federal Tax Liability " shall mean with respect to any Affiliation Year(s) the U.S. federal income Tax liability of the Ameriprise Group, as determined by AXP in good faith, applying the Highest Federal Tax Rate, computed as if the Ameriprise Group (with Ameriprise as the common parent) filed a consolidated U.S. federal income Tax Return separately from the AXP Group (" Ameriprise Consolidated Return "), and applying such U.S. Tax laws and regulations as would have been applicable to the Ameriprise Group if it had so filed separately, but not taking into account any items that are predicated on base amounts determined on a consolidated basis such as research Credits, subject to the following:

        (i)    the Ameriprise Group shall be treated as bound by all accounting methods, elections and other determinations adopted or made by AXP for the AXP Group for all Affiliation Years, including, but not limited to, determinations made in respect of carrybacks and carryovers;

        (ii)   the Ameriprise Group shall be permitted to reduce its Adjusted Separate Ameriprise Group Federal Tax Liability (but not below zero) to the extent that AXP determines that the AXP Group is able to reduce its U.S. federal income Tax liability in the AXP Consolidated Return for such Affiliation Year by utilizing items of deduction, loss, or Credit of the Ameriprise Group which AXP determines the Ameriprise Group would have been unable to utilize if it had filed an Ameriprise Consolidated Return (" Excess Items "); provided , that if there are any limitations in the ability of the AXP Group to utilize items in the same category as such Excess Items in their entirety for such year, the Ameriprise Group shall be limited in the reduction of its Adjusted Separate Ameriprise Group Federal Tax Liability to its share of such Excess Items, as determined by AXP, on a Proportionate Basis; provided , further , that if, pursuant to the above provisions, an Excess Item is not usable, in whole or in part, by the AXP Group in one Affiliation Year, it may, as determined by AXP in good faith pursuant to Section 8.03 hereof, be carried over or carried back as an Excess Item to any other Affiliation Year subject to the same limitations as above; and

        (iii)  the Ameriprise Group shall take into account the items of Ameriprise Group income, gain, loss, deduction or Credit attributable to intercompany items, excess loss accounts, dual consolidated losses and other items that AXP determines are required to be restored, recaptured or otherwise triggered as a result of the Distribution or related transactions.

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        " Adjustment " shall mean, with respect to any Affiliation Year, any change in actual Tax liability from the Tax liability reported on an AXP Consolidated Return, including changes attributable to amended Tax Returns, deficiencies asserted by a Taxing authority, overpayments, and claims for refund, and changes required by application of the Code and Treasury Regulations including, but not limited to, changes required pursuant to Treasury Regulations Section 1.1502-47 (setting forth consolidated return rules applicable to life-non-life groups), and Taxing authority audits, examinations, proceedings or litigation resulting from any of the foregoing events (collectively, " Adjustment Events "). Adjustment shall mean with respect of any Combined Year in which an Ameriprise Combined Group files a Combined Return with an AXP Combined Group as part of a Total Combined Group, any change in the actual Tax liability of the applicable Total Combined Group, including changes attributable to Adjustment Events.

        " Affiliate " shall mean any entity that is directly or indirectly controlled by the person in question. For this purpose, "control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and the policies of a person, whether through ownership of voting securities, by contract or otherwise. " Ameriprise Affiliate " shall mean an Affiliate of Ameriprise. " AXP Affiliate " shall mean an Affiliate of AXP other than Ameriprise and Ameriprise Affiliates.

        " Affiliation Year " shall mean each taxable year, or portion thereof, with respect to which any member of the Ameriprise Group joined or will join the AXP Group in the filing of an AXP Consolidated Return.

        " Ameriprise AMT Liability " shall mean the term as defined in Section 2.03.

        " Ameriprise Business " means the business and operations conducted by the Ameriprise Group from time to time, whether prior to, at or after the Effective Time, including the business and operations conducted by the Ameriprise Group, as more fully described in the Information Statement; provided that "Ameriprise Business" shall not include AMEX Assurance.

        " Ameriprise Capital Stock " shall mean all classes or series of stock of Ameriprise and all options, warrants, derivatives, rights to acquire stock, and other interests and instruments taken into account for purposes of determining a Fifty-Percent or Greater Interest in Ameriprise.

        " Ameriprise Combined Group " shall mean an affiliated group of corporations (as constituted from time to time), consisting of Ameriprise and/or its directly or indirectly owned subsidiaries, that AXP determines will join in filing a Combined Return with an AXP Combined Group.

        " Ameriprise Common Stock " shall mean the term as defined under "Distribution."

        " Ameriprise Group " shall mean the affiliated group of corporations (as constituted from time to time), consisting of Ameriprise and/or its directly or indirectly owned subsidiaries, that AXP determines will join in filing an AXP Consolidated Return.

        " Ameriprise Group State Tax Liability " shall mean the term as defined in Section 3.02.

        " Ameriprise Issues " shall mean the term as defined in Section 9.01.

        " Ameriprise Separate AMT " shall mean the term as defined in Section 2.03.

        " Ameriprise Unsettled Issues " shall mean the term as defined in Section 9.03.

        " AMT " shall mean the term as defined in Section 2.03.

        " Article IX Taxes " shall mean the term as defined in Section 9.03.

        " AXP AMT Liability " shall mean the term as defined in Section 2.03.

        " AXP Business " means all businesses and operations of the AXP Group, other than the Ameriprise Business.

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        " AXP Combined Group " shall mean an affiliated group of corporations (as constituted from time to time) owned directly or indirectly by AXP that AXP determines will join in filing a Combined Return excluding members of an Ameriprise Combined Group.

        " AXP Consolidated Return " shall mean a consolidated U.S. federal income Tax Return filed by AXP on behalf of the AXP Group.

        " AXP Excess Issue " shall mean the term as defined in Section 9.04.

        " AXP Group " shall mean the affiliated group of corporations (as constituted from time to time), of which AXP is the common parent, that AXP determines will join in filing an AXP Consolidated Return.

        " AXP Issues " shall mean the term as defined in Section 9.01.

        " AXP LOIs ", " AXP Options " and " AXP Restricted Stock " shall have the meanings ascribed to them in the Employee Benefits Agreement by and between AXP and Ameriprise dated as of September 30, 2005.

        " AXP Stock-Based Awards " shall mean AXP LOIs, AXP Options and/or AXP Restricted Stock.

        " Board Certificate " shall mean the term as defined in Section 5.04.

        " Closing Agreement " shall mean the term as defined in Section 6.01.

        " Code " shall mean the Internal Revenue Code of 1986, as amended. Any references herein to sections of the Code or Treasury Regulations promulgated thereunder shall include any successor provisions thereto.

        " Combined Return " shall mean a combined or unitary U.S. state or local income, franchise, or gross receipts Tax Return.

        " Combined State " shall mean a U.S. state or locality requiring or permitting the filing of a Combined Return.

        " Combined Year " shall mean a taxable year (or portion thereof) in which an AXP Combined Group files a Combined Return with an Ameriprise Combined Group.

        " Credits " shall mean all of the credits against U.S. federal income Tax or, as applicable, against U.S. state or local Tax. Credits shall include, but not be limited to, foreign Tax credits, research credits, low-income housing credits, investment Tax credits and targeted job credits.

        " Distribution " shall mean the distribution on a pro rata basis to holders of issued and outstanding shares of common stock, par value $0.20 per share, of AXP, other than shares of AXP common stock held in the treasury of AXP, of all of the issued and outstanding shares of Ameriprise common stock, par value $0.01 per share (" Ameriprise Common Stock "), beneficially owned by AXP, by means of a dividend of such Ameriprise Common Stock to such shareholders.

        " Distribution Date " shall mean the date on which the Distribution shall be effected, such date to be determined by, or under the authority of, the Board of Directors of AXP in its sole and absolute discretion.

        " Dual Consolidated Loss " shall mean the term as defined in Section 6.01.

        " Effective Time " means the time at which the Distribution occurs on the Distribution Date.

        " Estimated State Taxes " shall mean the term as defined in Section 3.05.

        " Evaluation " shall mean the term as defined in Section 9.03.

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        " Excess AXP Group Benefits " shall mean the amount by which AXP determines that AXP was able to reduce its U.S. federal income Tax liability in the AXP Consolidated Return for an Affiliation Year by use of Excess Items (as defined above under "Adjusted Separate Ameriprise Group Federal Tax Liability") which would reduce the Adjusted Separate Ameriprise Group Federal Tax Liability for such year, if zero, below zero (" Additional Excess Items "). Use of Additional Excess Items shall otherwise be subject to the same limitations and other provisions applicable to the use of Excess Items, as determined by AXP in good faith.

        " Exercised AXP Options " shall mean the term as defined in Section 14.02.

        " Fifty-Percent or Greater Interest " shall mean a "50-percent or greater interest" for purposes of Sections 355(d) and (e) of the Code and the Treasury Regulations promulgated thereunder.

        " Final Determination " shall mean a final settlement with a Taxing authority that is binding on all Parties or, if applicable, a final judicial decision upon the expiration of the time for the decision to be appealed, with respect to the items in question.

        " Foreign Attribute " shall mean any item of income, gain, loss or deduction or any asset or liability relevant to the computation of taxable income from sources without the United States and any item of Credit described in Section 901 of the Code (without regard to the limitation of Section 904 of the Code).

        " Fund Management Business " shall mean the business of Ameriprise so designated, as described in the request for rulings from the IRS in respect of the Distribution and related matters, dated February 27, 2005, as supplemented from time to time.

        " Highest Combined Tax Rate " for the taxable year in question shall mean the sum of (i) the Highest Federal Tax Rate, and (ii) in the case of a corporation, the average, weighted by jurisdiction, of the highest U.S. state and local income, franchise, and gross receipts Tax rates that would be applicable to such a corporation (net of any U.S. federal income Tax benefit), or in the case of a Person other than a corporation, the highest U.S. state and local income Tax rates (net of any U.S. federal income Tax benefit) that would be applicable to such Person or the beneficial owner(s) of such Person.

        " Highest Federal Tax Rate " for the taxable year in question shall mean (i) in the case of a corporation, the highest U.S. federal income Tax rate applicable to a corporation, or (ii) in the case of a Person other than a corporation, the highest U.S. federal income Tax rate that would be applicable to such Person or the beneficial owner(s) of such Person.

        " Income Tax Benefit " shall mean the amount of the Tax savings realized by the applicable group, as determined by AXP in good faith. Such amount shall be determined by comparing (i) the actual U.S. federal income Tax liability and the corresponding U.S. state and local income Tax liability (net of any federal Tax benefit) of the applicable group for the taxable year in question without giving effect to the items in question with (ii) the actual U.S. federal income Tax liability and the corresponding U.S. state and local Tax liability (net of any federal Tax benefit) of the applicable group for such year after giving full effect to such items. An Income Tax Benefit shall be deemed to be realized at the time that the applicable group receives a refund or credit for refund from the relevant Taxing authority.

        " Income Tax Detriment " shall mean the amount of additional Tax incurred by the applicable group, as determined by AXP in good faith. Such amount shall be determined by comparing (i) the actual U.S. federal income Tax and the corresponding U.S. state and local Tax liability (net of any U.S. federal income Tax benefit) of the applicable group for the taxable year in question after giving full effect to the items in question with (ii) the actual U.S. federal income Tax and the corresponding U.S. state and local Tax liability (net of any U.S. federal income Tax benefit) of the applicable group without giving effect to such items. Unless otherwise provided herein, an Income Tax Detriment shall be deemed to be incurred at such time as payment is made to the relevant Taxing authority upon a Final

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Determination of items in questions. In computing the Tax liability of the AXP Group for purposes of clause (i) of the second sentence of this definition or clause (ii) of the second sentence of the definition of "Income Tax Benefit" above, increases or decreases in the U.S. federal, state or local income Tax liability of the AXP Group attributable to the effect on AXP's (or any AXP subsidiary's) basis in the stock of any member of the Ameriprise Group will not be taken into account.

        " IRS " shall mean the U.S. Internal Revenue Service.

        " IRS Agreement " shall mean the term as defined in Section 9.04.

        " Minimum Tax Credit " shall mean the term as defined in Section 2.03.

        " New AXP Issues " shall mean the term as defined in Section 9.04.

        " NOLs " shall mean the term as defined in Section 3.03.

        " Person " shall mean an individual or a partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization, or other entity, without regard to whether such entity is treated as disregarded for U.S. federal income Tax purposes.

        " Post-Affiliation Year " shall mean a taxable period after the Distribution Date during which Ameriprise and its subsidiaries do not join the AXP Group in the filing of an AXP Consolidated Return.

        " Post-Combined Year " shall mean a taxable period after the Distribution Date during which Ameriprise and its subsidiaries do not join a Total Combined Group in the filing of a Combined Return with an AXP Combined Group.

        " Proportionate Basis " shall mean, with respect to an item or items attributable to a particular member or members of the Ameriprise Group, the determination of the portion of such items based on the total value of such items over the total value of all items in the same category for the entire AXP Group for the same Affiliation Year of the AXP Group, subject to any appropriate Adjustments thereto, as determined by AXP in good faith.

        " Proposed Acquisition Transaction " shall mean a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), as a result of which Ameriprise would merge or consolidate with any other Person or as a result of which any Person or any group of Persons would (directly or indirectly) acquire, or have the right to acquire through the acquisition of an option or otherwise, from Ameriprise and/or one or more holders of Ameriprise Capital Stock, an amount of Ameriprise Capital Stock that would, when combined with any other changes in ownership of Ameriprise Capital Stock pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise 40% or more of (A) the value of all outstanding Ameriprise Capital Stock as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (B) the total combined voting power of all outstanding Ameriprise Capital Stock as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. For purposes of determining whether a transaction constitutes an indirect acquisition for purposes of the first sentence of this definition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted accordingly by AXP in good faith.

        " RAR " shall mean the term as defined in Section 9.02.

        " Recapture Taxes " shall mean the term as defined in Section 6.02.

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        " Representation Letters " shall mean the term as defined in Section 5.01.

        " Section 7.02 Claims " shall mean claims for refund attributable to items described in and filed pursuant to Section 7.02 of this Agreement.

        " SFAS Exercised AXP Options " shall mean the term as defined in Section 14.02.

        " Tax " or " Taxes " shall mean any tax, assessment, duty, fee or other charge imposed or collected by any government or political subdivision thereof or any taxing authority thereunder, including but not limited to, any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, premium, guarantee fund, workers compensation, unemployment, disability, property, ad valorem , stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, value added, minimum, alternative minimum, estimated or other tax (including any assessment, duty, fee or other charge in the nature of or in lieu of any such tax), and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

        " Tax Advisor " shall mean a United States law or accounting firm of national standing in the field of taxation selected by AXP.

        " Tax-Free Status " shall mean the qualification of the Distribution and related transactions as a distribution in which no gain or loss is recognized, and no amount is includible in income, for U.S. federal income Tax purposes (other than intercompany items, excess loss accounts or other items required to be taken into account pursuant to the Treasury Regulations promulgated under Section 1502 of the Code).

        " Tax-Related Losses " shall mean (i) all U.S. federal, state and local Taxes payable pursuant to any Final Determination or otherwise; (ii) all professional fees, and court costs incurred in connection with such Taxes; and (iii) all costs, expenses and damages associated with stockholder litigation or controversies, including but not limited to, any amount paid by AXP or any AXP Affiliate in respect of the liability of shareholders, whether paid to shareholders, the IRS, any other Taxing authority, or any other person or entity, in each case, arising from the Distribution and related transactions failing to have Tax-Free Status in any manner.

        " Tax Return " shall mean any Tax return (including any amended return), report, information return, election, notice or other document filed or to be filed with a Taxing authority, including any schedules or related or supporting information.

        " Total Combined Group " shall mean, with respect to any U.S. jurisdiction that requires or permits the filing of a Combined Return, the affiliated group of corporations (as constituted from time to time), that AXP determines will join in the filing of such Combined Return, that includes an AXP Combined Group and an Ameriprise Combined Group.

        " TPIs " shall mean the term as defined in Section 2.03.

        " Treasury Regulations " shall mean U.S. Treasury regulations issued under the Code.

        " Twenty Five Percent Proposed Acquisition Transaction " shall mean any transaction or series of transactions that is not a Proposed Acquisition Transaction but would be a Proposed Acquisition Transaction if the percentage reflected in the definition of Proposed Acquisition Transaction were 25% instead of 40%.

        " Unqualified Tax Opinion " shall mean an unqualified "will" opinion of a law firm of nationally recognized standing in the field of taxation, which opinion is acceptable to AXP and on which AXP may rely to confirm that a transaction will not affect the Tax-Free Status, including confirmation that may be provided for purposes of avoiding any applicable penalties or additions to Tax. Any such opinion shall assume that the Distribution and related transactions would have qualified for Tax-Free Status had the transaction in question not occurred.

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        " Vesting Period " shall mean the period from and including the date on which an AXP Stock-Based Award is granted, to and including the date on which such award is first exercisable (in the case of AXP Options) or vests, whichever occurs first. For these purposes, an AXP Stock-Based Award will be deemed to be vested when it is considered vested in accordance with the applicable retirement practice and policies of AXP.

        " Vesting Ratio " shall mean the ratio of the number of days during a Vesting Period that an entity was a direct employer of record of a holder of an AXP Stock-Based Award over the total number of days in the Vesting Period; provided, however, that no more than one entity will be deemed to be a direct employer of a holder on any given day.

        SECTION 1.02.     General Interpretive Principles .    (a) Words in the singular shall include the plural and vice versa, and words of one gender shall include the other gender, in each case, as the context requires, (b) the term "hereof," "herein," "hereunder," and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement and not to any particular provision of this Agreement, and any references to Article, Section, paragraph, exhibit and schedule are references to the Articles, Sections, paragraphs, exhibits and schedules to this Agreement unless otherwise specified, (c) the word "including" and words of similar import when used in this Agreement shall mean "including, without limitation," unless otherwise specified and (d) any reference to any federal, state, local or non-U.S. statute or law shall be deemed to also refer to all rules and regulations promulgated thereunder, unless the context otherwise requires.

        SECTION 1.03.     Applicable Standards .    Except as otherwise specifically provided herein, this Agreement shall supersede in all respects any and all policies and procedures governing the allocation of Tax liability among the members of the AXP Group or the Total Combined Groups. Except as otherwise specifically provided hereunder, all determinations and actions required under this Agreement will be taken by AXP and shall be made in good faith taking into account, among other factors, the goal of reducing the aggregate Taxes of the Parties. It is the intention of the Parties that this Agreement shall be administered in a manner so that the allocation of income, deduction, loss or Credit between the Parties will produce Tax consequences for the Parties, on a current, carryback and carryover basis, that are consistent with those that are required by the Code and Treasury Regulations.

ARTICLE II

U.S. CONSOLIDATED FEDERAL INCOME TAX LIABILITIES

        SECTION 2.01.     Pre-2005 Taxable Years .    (a)  Ameriprise and AXP Tax Liabilities . Ameriprise shall be responsible for, and shall indemnify and hold AXP and the AXP Affiliates harmless against, the U.S. federal income Tax liability of the Ameriprise Group for all taxable years ending on or before December 31, 2004, including the "2004 Tax Liability" (defined below). Ameriprise shall be liable for and pay AXP the Adjusted Separate Ameriprise Group Federal Tax Liability for each such Affiliation Year. AXP shall pay Ameriprise, but Ameriprise shall remain liable for, Excess AXP Group Benefits, if any, for any such year if the Adjusted Separate Ameriprise Group Federal Tax Liability for such year is zero. The " 2004 Tax Liability " is the Adjusted Separate Ameriprise Group Federal Tax Liability for the taxable year ending on December 31, 2004 (" 2004 Taxable Year ").

        (b)     2004 Tax Liability .    On or after the day AXP files the AXP Consolidated Return for the 2004 Taxable Year, AXP shall determine the amount of the 2004 Tax Liability or any Excess AXP Group Benefits for such year (" 2004 Excess AXP Group Benefits "). Ameriprise shall pay to AXP or AXP shall pay to Ameriprise an amount equal to the difference between (i) the 2004 Tax Liability and (ii) the sum of any payments previously made by Ameriprise to AXP with respect to the 2004 Tax Liability, reduced (to and below zero) by the sum of any payments previously made or to be made by AXP to Ameriprise in respect of any 2004 Excess AXP Group Benefits. Payment by Ameriprise is due within five (5) business days after billing by AXP. Payment by AXP is due within thirty (30) business days of filing the AXP Consolidated Return for the 2004 Taxable Year.

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        SECTION 2.02.      2005 Taxable Year.     (a)  Ameriprise and AXP Tax Liabilities. Ameriprise shall be responsible and pay AXP for, and shall indemnify and hold AXP and the AXP Affiliates harmless against, the "2005 Tax Liability" (as defined below), which shall include, but not be limited to, all liabilities arising from the triggering of intercompany and other items as described in clause (iii) of the definition above of "Adjusted Separate Ameriprise Group Federal Tax Liability." Notwithstanding anything herein to the contrary, Ameriprise shall be responsible for, and shall indemnify and hold AXP and the AXP Affiliates harmless against, any Tax liabilities incurred in connection with the sale of AMEX Assurance Company including, but not limited to, any such liabilities arising from the triggering of any intercompany items relating to such sale. AXP agrees to indemnify, and hold Ameriprise and the Ameriprise Affiliates harmless against, U.S. federal income tax liabilities in respect of members of the AXP Group (other than members of the Ameriprise Group) under Treasury Regulations Section 1.1502-6. The " 2005 Tax Liability " is the Adjusted Separate Ameriprise Group Federal Tax Liability for the taxable year beginning on January 1, 2005 and ending on and including the Distribution Date (the " 2005 Taxable Year "). AXP shall pay Ameriprise but Ameriprise shall remain liable for the Excess AXP Group Benefits, if any, for the taxable year of the AXP Group ending on December 31, 2005 if the Adjusted Separate Ameriprise Group Federal Tax Liability is zero under the preceding sentence (" 2005 Excess AXP Group Benefits "). In determining the 2005 Tax Liability or 2005 Excess AXP Group Benefits, if applicable, Ameriprise will be credited with any losses or reduction in gain attributable to the sale of its interest in American Express International Deposit Company, a Cayman Islands company, to AXP, but only to the extent AXP determines in good faith that such losses or reduction in gain (i) reduce the Adjusted Separate Ameriprise Group Federal Tax Liability or result in Excess AXP Group Benefits for the appropriate periods, and (ii) exceed $15.7 million.

        (b)     Estimated Payments, Etc.     From and after the date of this Agreement, Ameriprise shall pay to AXP no later than the day before each due date for the payment of quarterly estimated U.S. federal income Taxes for the taxable year of the AXP Group ending on December 31, 2005 and the payment due on March 15, 2006, as determined in good faith by AXP, the difference, if any, between (A) the 2005 Tax Liability due, determined in good faith by AXP, based on the method for making estimated payments elected by AXP pursuant to Section 6655 of the Code, and (B) the sum of any payments previously made by Ameriprise to AXP with respect to the 2005 Tax Liability.

        (c)     Payment Upon Filing Return.     On or after the day that AXP files the AXP Consolidated Return for the taxable year ending on December 31, 2005, AXP shall determine the amount of the 2005 Tax Liability or any 2005 Excess AXP Group Benefits. Ameriprise shall pay to AXP or AXP shall pay to Ameriprise, as the case may be, the difference between (i) the 2005 Tax Liability and (ii) (A) the sum of the amounts previously paid by Ameriprise to AXP with respect to the 2005 Tax Liability, reduced (to and below zero) by (B) the sum of any payments previously made or to be made by AXP to Ameriprise in respect of any Excess AXP Group Benefits. Payment by Ameriprise is due within five (5) business days after billing by AXP. Payment by AXP is due within thirty (30) business days of filing the AXP Consolidated Return for the taxable year ending on December 31, 2005.

        (d)     Settling Tax Payable Accounts.     On or before the Distribution Date, Ameriprise and AXP shall cooperate to settle all Tax payable accounts for all Affiliation Years and all Combined Years, in accordance with AXP's direction, based on the most accurate and complete information then available.

        (e)     Assignment of Taxable Items.     AXP shall determine the amounts of income, gain, loss, deduction, and Credit of the Ameriprise Group for the 2005 Taxable Year which are properly includable in the AXP Consolidated Return for the taxable year of the AXP Group ending on December 31, 2005. For all relevant purposes of this Agreement, the members of the Ameriprise Group and each Ameriprise Combined Group shall cease to be members of the AXP Group and their respective Total Combined Groups, as of the end of the Distribution Date, and Ameriprise shall cause the books of account of the members of the Ameriprise Group and the Ameriprise Combined Groups to be closed for accounting and Tax purposes as of the end of the Distribution Date in accordance with

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AXP's direction. In determining consolidated taxable income for the taxable period that ends on the Distribution Date, the income and other items of the Ameriprise Group shall be determined by AXP in good faith in accordance with Treasury Regulations Section 1.1502-76(b)(1), -76(b)(2)(i) and -76(b)(2)(iv) and no election shall be made under 1.1502-76(b)(2)(ii)(D) to ratably allocate items. However, an allocation shall be made in good faith by AXP under Treasury Regulations Section 1.1502-76(b)(2)(iii) if such allocation is determined by AXP in good faith to be necessary to appropriately allocate income in the event that the Distribution Date occurs on any date other than the last or first day of any month. Pursuant to Treasury Regulations Section 1.1502-76(b)(2)(vi), any item of a passthrough entity that is owned by a member of the Ameriprise Group shall be allocated as if such member sold its entire interest in the entity immediately before the Distribution. In the event that a member or members of the Ameriprise Group would be treated as owning an interest of less than 50% in the aggregate in such passthrough entity, then pursuant to Treasury Regulations Section 1.706-1(c)(2)(ii), each such member's share of any distributive items shall be the amount determined by taking into account the pro rata part of such items that such member would have included in taxable income had such member remained a partner or owner of the passthrough entity until the end of the partnership taxable year based on the portion of the partnership taxable year that has elapsed through the Distribution Date or upon such other reasonable method that the Parties may agree. All of the foregoing determinations to be made shall be made in good faith by AXP. Ameriprise and Ameriprise Affiliates shall file their respective Tax Returns for the taxable period beginning on the first day after the Distribution Date consistently with such determinations.

        (f)     Determining Foreign Attributes.     Without limiting the foregoing, AXP shall also determine the portion of any Foreign Attribute for the Ameriprise Group that is allocable to the taxable year ending December 31, 2005, provided, that such portion to be allocated will not include any amount descri