FEDERAL INCOME TAX SHARING AGREEMENT BY AND AMONG RIVERSOURCE LIFE INSURANCE COMPANY RIVERSOURCE LIFE INSURANCE CO. OF NEW YORK AND AMERIPRISE FINANCIAL, INC.

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                    FEDERAL INCOME TAX SHARING AGREEMENT
                                BY AND AMONG
                     RIVERSOURCE LIFE INSURANCE COMPANY
                 RIVERSOURCE LIFE INSURANCE CO. OF NEW YORK
                                      AND
                         AMERIPRISE FINANCIAL, INC.

      This Tax Sharing Agreement ("Agreement") dated January 1, 2007
restates and amends all prior Tax Sharing Agreements by and between
RiverSource Life Insurance Company ("RSLIC" or "Parent") and RiverSource
Life Insurance Co. of New York ("RSLICNY") (collectively, the "Parties"),
each of which is referred to as a Member and together are referred to as the
"Parties". In addition, Ameriprise Financial, Inc. ("AMP") is a signatory to
this Agreement but is not a participant in such Agreement as AMP does not
file a consolidated tax return with any of the Members or Parties to this
Agreement.

      WHEREAS, RSLIC is required under the Internal Revenue Code and
Treasury regulations as the parent corporation of the Consolidated Group to
pay any taxes owed as the result of filing the consolidated return; and

      WHEREAS, the Parties must provide for any inter-company balances of
amounts "due and from" under this Agreement to be settled; and

      WHEREAS, AMP is the Parent of RSLIC but is not a Participant in such
Agreement, and AMP recognizes that each of the Members to this Agreement is
bound by such Agreement;

      NOW THEREFORE, the Parties agree as follows:

1. RSLIC as the common parent of the Consolidated Group shall act as the
sole agent of the Consolidated Group, for each Member of the Consolidated
Group and any successor of the Consolidated Group with respect to all
matters relating to the tax liability for the Consolidated Group under the
rules set forth in Section 1.1502-77 of the Treasury Regulations on Income
Tax (26 C.F.R.).

2. A Member's portion of the tax liability of the group shall be the tax
liability of the group, multiplied by a fraction, the numerator of which is
the separate return liability of such Member, and the denominator of which
is the sum of the separate return liabilities of all the Members. For this
purpose, a separate return is defined as a return completed by a Member as
if it were and had been filing as a separate individual taxpayer. However,
intercompany transactions which are deferred under a consolidated tax return
filing should be recognized. Further, method (B) as set forth in paragraph 3
of New York Insurance Department Circular Letter No. 33 (1979) shall be
utilized by the Parties and the tax charged shall not be more than the
Member would have paid if it had filed on a separate return basis. A Member
shall be paid for any foreign tax credits, investments credits, losses or
any loss carry over (collectively herein referred to as "Credits")

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generated by it, to the extent actually used in the consolidated return.
Payment shall be equal to the reduction in tax generated by its Credits.

3. If the amount paid by any Member licensed as an insurance company in the
State of New York (a "New York Member") to the Parent for federal income
taxes is greater than the actual payment made by the Parent to the Internal
Revenue Service, the difference shall be placed by the Parent in escrow in
an escrow account ("Escrow Account") established under an Escrow Agreement
substantially in the form attached hereto as Exhibit A, consisting of assets
eligible as an investment for the New York Member. The Escrow Account shall
be established and maintained by the Parent in an amount equal to the excess
of the amount paid by the New York Member to the Parent for federal income
taxes over the actual payment made by the Parent to the Internal Revenue
Service. Assets may be released to the Parent from the Escrow Account at
such time as the permissible period for loss carrybacks has elapsed.

4. Once a Member of the Consolidated Group is paid for its credits it cannot
use such credits in the calculation of its tax liability under the separate
return basis. Any of the Member's credits which are not used in the
consolidated return and for which it has not been paid shall be retained by
the Member for possible future use.

5. Any obligation of a Member of the Consolidated Group as determined under
this Agreement owed to another Member of the Consolidated Group shall be
paid by the Member owing such amount within thirty (30) days of the payment
of any tax due (including estimated taxes or taxes owed in the event of a
redetermination of taxes as determined in Paragraph 6) or within thirty (30)
days of any tax refund actually received. In the event that payment is not
timely made, interest shall accrue at a rate of interest determined by the
Treasurer of AMP based upon the short-term interest rate that would be
incurred were AMP to borrow funds from an independent third party.

6. In the event of a redetermination of the taxes owed by the Consolidated
Group or any Member of the Consolidated Group is made by the Internal
Revenue Service, by the Consolidated Group through the filing of an amended
return, by a court, or by any other means, the amount of tax owed by each
Member of the Consolidated Group under Paragraph 2 shall be recalculated.
Interest on these subsequent adjustments shall be paid at the same rate that
is either paid to the Internal Revenue Service in the event of additional
tax owed or is paid by the Internal Revenue Service to the Consolidated
Group or Member of the Consolidated Group. For purposes of determining the
interest rate, netting of payments and refunds shall be made to the extent
allowed under the Code.

7. This Agreement may be amended from time to time by agreement in