EXHIBIT 10.1 TRANSITION SERVICES AGREEMENT

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Exhibit 10.1

TRANSITION SERVICES AGREEMENT

        This TRANSITION SERVICES AGREEMENT (this " Agreement ") is entered into this 30 ^th day of September, 2005, by and 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 ").

RECITALS

        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; and

        WHEREAS, in connection therewith and in order to ensure an orderly transition under the Separation Agreement, AXP desires to provide, through the AXP Service Providers (as defined below), to Ameriprise and its relevant Affiliates, as applicable, with certain transition services (the " AXP Services ") with respect to the operation of Ameriprise and its relevant Affiliates following the Distribution Date (as defined below), and Ameriprise desires to provide, through the Ameriprise Service Providers (as defined below), to AXP and its Affiliates, as applicable, with certain transition services (the " Ameriprise Services ") with respect to the operation of AXP and its relevant Affiliates following the Distribution Date, as such AXP Services and Ameriprise Services are more fully described in separate schedules (all such schedules, including any appendices, exhibits or other attachments thereto, the " Schedules ," and each, a " Schedule ") to this Agreement.

        NOW, THEREFORE, in consideration of 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

        1.1   Capitalized terms used herein, but not defined herein shall have the meanings assigned to such terms in the Separation Agreement, as it may be amended from time to time in accordance with the terms thereof, and the following terms shall have the meanings set forth below:

         "Ameriprise Data" means all data relating primarily to the Ameriprise Business (including all files, records and other Information relating primarily to the Ameriprise Business that have been uploaded to Software at any time since AXP or Ameriprise began using such Software, whether uploaded prior to, on, or after the Distribution Date).

         "Additional Required AXP Service " shall have the meaning assigned to it in Section 2.5.

         "Additional Required Ameriprise Service" shall have the meaning assigned to it in Section 2.6.

         "Ameriprise" shall have the meaning assigned to it in the preamble.

         "Ameriprise Service Providers" means Ameriprise, its Affiliates and any third party, in each case, to the extent such Person is providing the Ameriprise Services on behalf of Ameriprise pursuant to any Schedule.

         "Ameriprise Services" shall have the meaning assigned to it in the recitals.

         "Ameriprise Transition Plan" shall have the meaning assigned to it in Section 2.9(b).

         "AXP" shall have the meaning assigned to it in the preamble.

         "AXP Data" means all data relating primarily to the AXP Business (including all files, records and other Information relating primarily to the AXP Business that have been uploaded to Software at any time since AXP or Ameriprise began using such Software, whether uploaded prior to, on, or after the Distribution Date).

         "AXP Service Providers" means AXP, its Affiliates and any third party, in each case, to the extent such Person is providing the AXP Services on behalf of AXP pursuant to any Schedule.

         "AXP Services " shall have the meaning assigned to it in the recitals.

         "AXP Transition Plan" shall have the meaning assigned to it in Section 2.9(c).

         "Best Efforts" means with respect to either Party, the efforts that such Party would use on behalf of itself to enforce its rights against a third party or cause such third party to honor its obligations to such Party, under any agreement with such third party.

         "Force Majeure Event" means any act of God, fire, flood, storm or explosion; any strike, lockout or other labor disturbance; any material shortage of facilities, labor, materials or equipment; any delay in transportation, breakdown or accident; any Law; any riot, war, act of terror, rebellion or insurrection; any embargo or fuel or energy shortage; any interruption in telecommunications or utilities services; or any other event, in each case beyond the control of a Party and that actually prevents, hinders or delays such Party from performing its obligations under this Agreement.

         "Loss" shall have the meaning assigned to it in Section 5.8.

         "Party" or "Parties" shall have the meaning assigned to such terms in the preamble.

         "Prime Rate" means the "prime rate" published in the "Money Rates" section of The Wall Street Journal . If The Wall Street Journal ceases to publish the "prime rate," then the Parties shall mutually agree to an equivalent publication that publishes such "prime rate," and if such "prime rate" is no longer generally published or is limited, regulated or administered by a Governmental Authority, then a comparable interest rate index mutually agreed to by the Parties.

         "Schedules " shall have the meaning assigned to it in the recitals.

        " Separation Agreement " shall have the meaning assigned to it in the recitals.

         "Service Provider" means the AXP Service Providers and/or the Ameriprise Service Providers, as the context requires.

         "Service Recipient" means either AXP, to the extent AXP is receiving a service from an Ameriprise Service Provider, or Ameriprise, to the extent Ameriprise is receiving a service from an AXP Service Provider, as the context requires.

         "Services" means the AXP Services and/or the Ameriprise Services, as the context requires.

         "SOX" means the Sarbanes-Oxley Act of 2002, as amended from time to time.

         "Taxing Authority" shall have the meaning assigned to it in Section 3.5(a)(ii).

         "Transaction Tax" shall have the meaning assigned to it in Section 3.5(a)(i).

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         "Withheld Tax" shall have the meaning assigned to it in Section 3.5(e).

        1.2     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 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.

ARTICLE II

TRANSITION SERVICES

        2.1     AXP Services.     During the term of this Agreement, AXP shall provide, or shall cause one or more AXP Service Providers to provide, to Ameriprise and its applicable Affiliates (such Affiliates as determined by Ameriprise in its sole discretion), the AXP Services, as such AXP Services are more particularly described in the applicable Schedules attached hereto, upon the terms and subject to the conditions of this Agreement and such applicable Schedules.

        2.2     Ameriprise Services.     During the term of this Agreement, Ameriprise shall provide, or shall cause one or more Ameriprise Service Providers to provide, to AXP and its applicable Affiliates (such Affiliates as determined by AXP in its sole discretion), the Ameriprise Services, as such Ameriprise Services are more particularly described in the applicable Schedules attached hereto, upon the terms and subject to the conditions of this Agreement and such applicable Schedules.

        2.3     Standard of Performance for AXP Services.     (a) AXP shall provide, or shall cause to be provided, the AXP Services in a manner and at a level that is substantially similar in all material respects to the typical manner and average level at which such AXP Services were provided to Ameriprise or its Affiliate during the three-month period prior to the Distribution Date, except to the extent that (i) a different manner or level of an AXP Service is set forth in a Schedule, in which case such AXP Service shall be provided in the manner and level as set forth in each such applicable Schedule or (ii) such AXP Service has not been provided during the three-month period prior to the Distribution Date and the applicable Schedule does not set forth a manner or level at which such AXP Service is to be provided, in which case, such AXP Service shall be provided in the same manner and at the same level at which such AXP Service was provided to Ameriprise or its Affiliate on the last occasion (or during the three-month period prior to the last occasion) such AXP Service was provided to Ameriprise or its Affiliate.

        (b)   Notwithstanding Section 2.3(a), AXP may change from time to time the manner and level at which any AXP Service is provided to Ameriprise, to the extent that AXP is making a similar change in performing a substantially similar service for itself or its Affiliates and if AXP provides Ameriprise substantially the same notice (in content and timing) as AXP provides itself and its Affiliates with respect to such change; provided , that, AXP may not make any change to the manner and level at which any AXP Service is provided to Ameriprise if such change would result in a violation, or cause Ameriprise to be in violation, of applicable Law; provided , further , if Ameriprise can demonstrate, in accordance with the terms of this Agreement, that such change is not commercially reasonable and Ameriprise has suffered a material financial harm as a result of such change, AXP shall be required to restore the manner and level at which such AXP Service is provided to Ameriprise to the manner and level required by Section 2.3(a). No such change shall affect the fees and expenses for the applicable AXP Service.

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        (c)   Subject to Section 5.5, in no event shall AXP be liable or accountable, in damages or otherwise, for any error of judgment or any mistake of fact or Law or for any action or omission in connection with the provision of the AXP Services by AXP or any AXP Service Provider that AXP or such AXP Service Provider took or refrained from taking in good faith hereunder, except in the case of AXP's or such AXP Service Provider's intentional breach, fraud, gross negligence or willful misconduct.

        2.4     Standard of Performance for Ameriprise Services.     (a)Ameriprise shall provide, or shall cause to be provided, the Ameriprise Services in a manner and at a level that is substantially similar in all material respects to the typical manner and average level at which such Ameriprise Services were provided to AXP or its Affiliate during the three-month period prior to the Distribution Date, except to the extent that (i) a different manner or level of an Ameriprise Service is set forth in a Schedule, in which case such Ameriprise Service shall be provided in the manner and level as set forth in each such applicable Schedule or (ii) such Ameriprise Service has not been provided during the three-month period prior to the Distribution Date and the applicable Schedule does not set forth a manner or level at which such Ameriprise Service is to be provided, in which case, such Ameriprise Service shall be provided in the same manner and at the same level at which such Ameriprise Service was provided to AXP or its Affiliate on the last occasion (or during the three-month period prior to the last occasion) such Ameriprise Service was provided to AXP or its Affiliate.

        (b)   Notwithstanding Section 2.4(a), Ameriprise may change from time to time the manner and level at which any Ameriprise Service is provided to AXP, to the extent that Ameriprise is making a similar change in performing a substantially similar service for itself and its Affiliates or if Ameriprise provides AXP substantially the same notice (in content and timing) as Ameriprise provides itself and its Affiliates with respect to such change; provided , that, Ameriprise may not make any change to the manner and level at which any Ameriprise Service is provided to AXP if such change would result in a violation, or cause AXP to be in violation, of applicable Law; provided, further , if AXP can demonstrate, in accordance with the terms of this Agreement, that such change is not commercially reasonable and AXP has suffered a material financial harm as a result of such change, Ameriprise shall be required to restore the manner and level at which such Ameriprise Service is provided to AXP to the manner and level required by Section 2.4(a). No such change shall affect the fees and expenses for the applicable Ameriprise Service.

        (c)   Subject to Section 5.6, in no event shall Ameriprise be liable or accountable, in damages or otherwise, for any error of judgment or any mistake of fact or Law or for any action or omission in connection with the provision of the Ameriprise Services by Ameriprise or any Ameriprise Service Provider that Ameriprise or such Ameriprise Service Provider took or refrained from taking in good faith hereunder, except in the case of Ameriprise's or such Ameriprise Service Provider's intentional breach, fraud, gross negligence or willful misconduct.

        2.5     Omitted AXP Services.     If, from time to time during the term of this Agreement, Ameriprise determines that the provision of an additional service is reasonably necessary to enable Ameriprise and its Affiliates to operate on a stand-alone basis, and such service (whether or not then currently being provided) is not included in a Schedule (such service, including without limitation the right to use, or the use of, any Asset in connection with such service, hereinafter referred to as an " Additional Required AXP Service" ), then Ameriprise may give written notice thereof to AXP in accordance with Section 8.1 hereof. Upon receipt of such notice by AXP, if AXP is willing to provide such Additional Required AXP Service, the Parties will negotiate in good faith a schedule setting forth the Additional Required AXP Service, the terms and conditions (including any service level requirements) for the provision of such Additional Required AXP Service and the fees payable by Ameriprise for such Additional Required AXP Service, such fees to be determined on an arms'-length basis.

        2.6     Omitted Ameriprise Services.     If, from time to time during the term of this Agreement, AXP determines that the provision of an additional service is reasonably necessary to enable AXP and its

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Affiliates to operate on a stand-alone basis, and such service (whether or not then currently being provided) is not included in a Schedule (such service, including without limitation the right to use, or the use of, any Asset in connection with such service, herein after referred to as an "Additional Required Ameriprise Service" ), then AXP may give written notice thereof to Ameriprise in accordance with Section 8.1 hereof. Upon receipt of such notice by Ameriprise, if Ameriprise is willing to provide the Additional Required Ameriprise Service, the Parties will negotiate in good faith a schedule setting forth the Additional Required Ameriprise Service, the terms and conditions (including any service level requirements) for the provision of such Additional Required Ameriprise Service and the fees payable by AXP for such Additional Required Ameriprise Service, such fees to be determined on an arms'-length basis.

        2.7     Interruption of Services.     (a) If, due to a Force Majeure Event, AXP or an AXP Service Provider is unable, wholly or partially, to perform its obligations hereunder, then AXP shall be relieved of liability and shall suffer no prejudice for failing to perform or comply during the continuance and to the extent of such whole or partial inability to perform its obligations hereunder so caused by such Force Majeure Event; provided , that, (i) AXP gives Ameriprise prompt notice, written or oral (but if oral, promptly confirmed in writing) of such whole or partial inability to perform its obligations hereunder and a reasonably detailed description of the cause thereof and (ii) in the event such whole or partial inability to perform its obligations hereunder is a result of AXP's or such AXP Service Provider's capacity or similar limitations, with respect to the allocation of such limited resources, Ameriprise and its Affiliates shall be treated no less favorably by AXP or such AXP Service Provider than AXP or any Affiliate of AXP. If AXP fails to promptly give notice of such Force Majeure Event, then AXP shall only be relieved from such performance or compliance from and after the giving of such notice. AXP shall or shall cause the applicable AXP Service Provider(s) to use its reasonable best efforts to remedy the situation caused by such Force Majeure Event and remove, so far as possible and with reasonable timeliness, the cause of its inability to perform or comply. AXP shall give Ameriprise prompt notice of the cessation of the Force Majeure Event.

        (b)   If, due to a Force Majeure Event, Ameriprise or an Ameriprise Service Provider is unable, wholly or partially, to perform its obligations hereunder, then Ameriprise shall be relieved of liability and shall suffer no prejudice for failing to perform or comply during the continuance and to the extent of such whole or partial inability to perform its obligations hereunder so caused by such Force Majeure Event; provided , that, (i) Ameriprise gives AXP prompt notice, written or oral (but if oral, promptly confirmed in writing) of such whole or partial inability to perform its obligations hereunder and a reasonably detailed description of the cause thereof and (ii) in the event such whole or partial inability to perform its obligations hereunder is a result of Ameriprise's or such Ameriprise Service Provider's capacity or similar limitations, with respect to the allocation of such limited resources, AXP and its Affiliates shall be treated no less favorably by Ameriprise or such Ameriprise Service Provider than Ameriprise or any Affiliate of Ameriprise. If Ameriprise fails to promptly give notice of such Force Majeure Event, then Ameriprise shall only be relieved from such performance or compliance from and after the giving of such notice. Ameriprise shall or shall cause the applicable Ameriprise Service Provider(s) to use its reasonable best efforts to remedy the situation caused by such Force Majeure Event and remove, so far as possible and with reasonable timeliness, the cause of its inability to perform or comply. Ameriprise shall give AXP prompt notice of the cessation of the Force Majeure Event.

        2.8     Access.     (a) Ameriprise shall, and shall cause its applicable Affiliates to, make available on a timely basis to each AXP Service Provider such Information reasonably requested by such AXP Service Provider to enable such AXP Service Provider to provide the AXP Services. Ameriprise shall, and shall cause its applicable Affiliates to, provide to the AXP Service Providers reasonable access to the premises of Ameriprise and such Affiliates and the systems, software and networks located therein, to the extent necessary for the purpose of providing the AXP Services. AXP shall ensure that it and the

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other AXP Service Providers comply with applicable Law and Ameriprise's security and other policies and procedures, as may be provided to AXP by Ameriprise in writing from time to time.

        (b)   AXP shall, and shall cause its applicable Affiliates to, make available on a timely basis to each Ameriprise Service Provider such Information reasonably requested by such Ameriprise Service Provider to enable such Ameriprise Service Provider to provide the Ameriprise Services. AXP shall, and shall cause its applicable Affiliates to, provide to the Ameriprise Service Providers reasonable access to the premises of AXP and such Affiliates and the systems, software and networks located therein, to the extent necessary for the purpose of providing the Ameriprise Services. Ameriprise shall ensure that it and the other Ameriprise Service Providers comply with applicable Law and AXP's security and other policies and procedures, as may be provided to Ameriprise by AXP in writing from time to time.

        2.9     Transition of Responsibilities.     (a) Each Party agrees to use its good faith efforts to reduce or eliminate its and its Affiliates' dependency on each Service as soon as is reasonably practicable. AXP agrees to cooperate with Ameriprise to facilitate the smooth transition of responsibility for the AXP Services to Ameriprise or any third party. Ameriprise agrees to cooperate with AXP to facilitate the smooth transition of responsibility for the Ameriprise Services to AXP or any third party.

        (b)   As promptly as practicable, AXP and Ameriprise will agree in good faith to a plan for Ameriprise to assume responsibility or eliminate the need for the provision of each AXP Service (the " Ameriprise Transition Plan "). The Ameriprise Transition Plan will contain a schedule of transition events, including the expected date by which the Ameriprise Transition Plan will be completed, any training (including the transfer of knowledge and expertise) that will be needed by Ameriprise and the estimated costs and expenses, if any, to be paid by Ameriprise to AXP with respect to such training and other services that AXP agrees to provide to Ameriprise in order to facilitate the completion of the Ameriprise Transition Plan.

        (c)   As promptly as practicable, AXP and Ameriprise will agree in good faith to a plan for AXP to assume responsibility or eliminate the need for the provision of each Ameriprise Service (the "AXP Transition Plan" ). The AXP Transition Plan will contain a schedule of transition events, including the expected date by which the AXP Transition Plan will be completed, any training (including the transfer of knowledge and expertise) that will be needed by AXP and the estimated costs and expenses, if any, to be paid by AXP to Ameriprise with respect to such training and other services that Ameriprise agrees to provide to AXP in order to facilitate the completion of the AXP Transition Plan.

ARTICLE III

FEES AND EXPENSES

        3.1     Fees and Expenses.     The fees and expenses for each of the Services to be provided hereunder are set forth in each Schedule.

        3.2     Billing and Payment; No Set-off.     Amounts payable in respect of Services under this Agreement shall be invoiced to the Party receiving such Services monthly in arrears and paid to the Party providing such Services, as directed by such providing Party, which amounts shall be due within 30 days after the date of invoice. All amounts due and payable hereunder shall be invoiced and, except as set forth in any Schedule hereto, paid in U.S. dollars without offset, set-off, deduction or counterclaim, however arising.

        3.3     Additional Costs.     (a) Ameriprise shall reimburse AXP for the costs designated in each Schedule as reimbursable by Ameriprise. If it is necessary for AXP or any AXP Service Provider to incur any additional costs in connection with the provision of the AXP Services, AXP shall inform Ameriprise of such need before any such additional cost is incurred. Upon mutual written agreement of Ameriprise and AXP, as to the necessity of any such increase, Ameriprise shall advance, or shall cause

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to be advanced, to AXP an amount equal to the estimated costs and expenses to be reasonably incurred in connection therewith. If the actual costs and expenses incurred by AXP or such AXP Service Provider are greater than the estimated costs, the necessity of increased costs shall again be subject to the mutual written agreement of the Parties, and if the Parties cannot agree, AXP shall return the advance of estimated costs to the extent not previously expended by AXP in connection with the provision of such AXP Service. If the actual costs and expenses incurred by AXP or such AXP Service Provider are less than the estimated costs and expenses, AXP shall repay, to Ameriprise, the difference between the actual and estimated costs and expenses.

        (b)   AXP shall reimburse Ameriprise for the costs designated in each Schedule as reimbursable by AXP. If it is necessary for Ameriprise or any Ameriprise Service Provider to incur any additional costs in connection with the provision of the Ameriprise Services, Ameriprise shall inform AXP of such need before any such additional cost is incurred. Upon mutual written agreement of AXP and Ameriprise, as to the necessity of any such increase, AXP shall advance, or shall cause to be advanced, to Ameriprise an amount equal to the estimated costs and expenses to be reasonably incurred in connection therewith. If the actual costs and expenses incurred by AXP or such AXP Service Provider are greater than the estimated costs, the necessity of increased costs shall again be subject to the mutual written agreement of the Parties, and if the Parties cannot agree, Ameriprise shall return the advance of estimated costs to the extent not previously expended by Ameriprise in connection with the provision of such Ameriprise Service. If the actual costs and expenses incurred by AXP or such AXP Service Provider are less than the estimated costs and expenses, Ameriprise shall repay, to AXP, the difference between the actual and estimated costs and expenses.

        3.4     Late Payments.     Late payments shall bear interest at a rate per annum equal to the Prime Rate plus 2%.

        3.5     Taxes.     (a) Separate Statement .

        (i)    The fees and expenses set forth in the Schedules and to be paid for the services provided pursuant to this Agreement do not include any amount of sales, use, excise, gross receipts, value added, goods and services, or any other transaction or revenue based taxes applicable to the provision of the services (each such tax, together with any applicable interest, penalties, or additions to tax imposed with respect to such tax, a " Transaction Tax "), unless the separate statement of such Transaction Tax is prohibited by Law.

        (ii)   The Service Provider shall separately state and identify in the invoices, usage reports, and/or descriptive materials provided (electronically or otherwise) to the Service Recipient any amount of Transaction Taxes that the Service Provider undertakes to collect from the Service Recipient and remit to the appropriate Governmental Authority or other authority responsible for the collection of such Transaction Taxes (each a " Taxing Authority ").

        (b)     Good Faith Collection and Identification.     

        (i)    The Service Provider shall act in good faith to collect from the Service Recipient and remit to the appropriate Taxing Authority those Transaction Taxes imposed by the jurisdictions in which the Service Provider is registered as a "vendor" to collect and remit such Transaction Taxes; provided, however , that the delivery by the Service Recipient to the Service Provider of a resale certificate, exemption certificate, or self-pay permit shall be deemed to be the equivalent of good faith collection and remission.

        (ii)   The Service Provider shall act in good faith to describe the services rendered pursuant to this Agreement in the invoices, usage reports, and/or descriptive materials provided (electronically or otherwise) to the Service Recipient with specificity sufficient to determine the applicability of Transaction Taxes.

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        (iii)  The Service Recipient, pursuant to this Agreement, shall act in good faith to identify the physical location and taxing jurisdictions in which its receives the benefit of the services provided in the purchase orders, usage reports, and/or descriptive materials provided (electronically or otherwise) to the Service Provider to determine the applicability of Transaction Taxes.

        (c)     Indemnification.     

        (i)    The Service Recipient, pursuant to this Agreement, shall be solely liable for the payment of any Transaction Tax applicable to such receipt, without regard to the identity of the Party on whom the Liability for the Transaction Tax is imposed by statute, regulation, or otherwise, unless the payment of such Transaction Tax by the Service Recipient is prohibited by Law.

        (A)  It is the sole responsibility of the Service Recipient pursuant to this Agreement, to provide the Service Provider with all geographic and jurisdictional Information necessary to determine the Transaction Taxes applicable to the provision of services under this Agreement, and any failure to provide such Information shall relieve the Service Provider from responsibility for any act or failure to act resulting in the imposition of an incorrect amount of Transaction Tax or otherwise avoidable multiple impositions of Transaction Tax.

        (B)  The failure of the Service Provider to separately state, collect, and/or remit any applica