EXHIBIT 10.2 TAX ALLOCATION AGREEMENT

Tax Allocation or Sharing Agreement

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Title: EXHIBIT 10.2 TAX ALLOCATION AGREEMENT
Governing Law: New York Date: 10/6/2005
Industry: Consumer Financial Services Sector: Financial

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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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ARTICLE I

DEFINITIONS AND STANDARDS

Section 1.01. Definitions................................................. 2

Section 1.02. General Interpretive Principles............................. 8

Section 1.03. Applicable Standards........................................ 8

ARTICLE II

U.S. CONSOLIDATED FEDERAL INCOME TAX LIABILITIES

Section 2.01. Pre-2005 Taxable Years...................................... 8

Section 2.02. 2005 Taxable Year........................................... 9

Section 2.03. U.S. Federal Alternative Minimum Tax........................ 10

ARTICLE III

U.S. COMBINED STATE AND LOCAL INCOME TAX LIABILITIES

Section 3.01. Returns Covered............................................. 11

Section 3.02. Pre-2005 Taxable Years...................................... 11

Section 3.03. Net Operating Losses........................................ 11

Section 3.04. 2005 Taxable Year........................................... 11

Section 3.05. Estimated Taxes, Etc........................................ 11

Section 3.06. Adjustments................................................. 12

ARTICLE IV

SEPARATE TAX RETURN OBLIGATIONS

Section 4.01. Ameriprise Tax Liability.................................... 12

Section 4.02. AXP Tax Liability........................................... 12

Section 4.03. Separate Return Adjustments................................. 12

ARTICLE V

TAX-FREE STATUS OF DISTRIBUTION

Section 5.01. Tax-Free Status Ruling, Etc................................. 13

Section 5.02. Maintaining Status of Active Business....................... 13

Section 5.03. Limits on Proposed Acquisition Transactions, Etc............ 13

Section 5.04. Twenty Five Percent Proposed Acquisition Transactions....... 14

Section 5.05. Indemnity................................................... 14

ARTICLE VI

DUAL CONSOLIDATED LOSSES

Section 6.01. Ameriprise Liability........................................ 15

Section 6.02. Recapture Taxes............................................. 15

Section 6.03. Closing Agreement........................................... 15

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ARTICLE VII

CARRYOVER AND CARRYBACK ITEMS

Section 7.01. Carryovers to Post-Affiliation Years........................ 15

Section 7.02. Carrybacks from Post-Affiliation Years...................... 16

ARTICLE VIII

U.S. FEDERAL INCOME TAX ADJUSTMENTS

Section 8.01. Determination............................................... 16

Section 8.02. Payments.................................................... 16

Section 8.03. Procedures.................................................. 17

Section 8.04. Intercompany Adjustments.................................... 17

ARTICLE IX

U.S. FEDERAL INCOME TAX PROCEEDINGS

Section 9.01. Ameriprise and AXP Issues................................... 17

Section 9.02. Procedures.................................................. 17

Section 9.03. Control of Issues........................................... 18

Section 9.04. Options for Resolution...................................... 18

Section 9.05. Forum for Judicial Proceedings.............................. 19

Section 9.06. Settlement of Claims........................................ 19

ARTICLE X

PAYMENTS

Section 10.01. Reporting of Indemnity Payments, Etc........................ 19

Section 10.02. Interest on Late Payments................................... 19

ARTICLE XI

TAX RETURNS

Section 11.01. Cooperation and Furnishing of Tax Return Information........ 19

Section 11.02. Preparation of Tax Returns.................................. 20

ARTICLE XII

POST-AFFILIATION YEARS AND POST-COMBINED YEARS

Section 12.01. Returns..................................................... 21

Section 12.02. Actions or Transactions..................................... 21

Section 12.03. Proposed Adjustments........................................ 21

ARTICLE XIII

BOOKS AND RECORDS

Section 13.01. Retention Period............................................ 21

Section 13.02. Record Retention Policy..................................... 21

Section 13.03. Tax Attributes.............................................. 21

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ARTICLE XIV

COMPENSATION AND EMPLOYEE BENEFITS

Section 14.01. General..................................................... 22

Section 14.02. AXP Stock-Based Awards...................................... 22

Section 14.03. Reporting of Deductions..................................... 22

Section 14.04. Employment Taxes and Tax Reporting.......................... 22

Section 14.05. Determinations.............................................. 22

ARTICLE XV

MISCELLANEOUS

Section 15.01. Notices..................................................... 22

Section 15.02. Complete Agreement; Representations......................... 23

Section 15.03. Amendment, Modification, or Waiver.......................... 24

Section 15.04. Severability................................................ 24

Section 15.05. No Assignment; Binding Effect; No Third-Party

Beneficiaries............................................... 24

Section 15.06. Headings.................................................... 24

Section 15.07. Counterparts................................................ 24

Section 15.08. Governing Law............................................... 24

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FORM OF TAX ALLOCATION AGREEMENT

This TAX ALLOCATION AGREEMENT, dated as of this 30th 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,

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.

<Page>

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.

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

<Page>

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

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