Ameriprise Financial, Inc. (AMP)

Director Independence

        Our Board, acting upon the recommendation of its Nominating and Governance Committee, has affirmatively determined that these directors have no material relationship with the Company and are therefore independent under the corporate governance listing standards of the New York Stock Exchange: Ms. Marshall and Messrs. Hall, Knowlton, Lewis, Noddle, Powers, Sarles, Sharpe, and Turner.

        Our only non-independent director is Mr. Cracchiolo, our chief executive officer and the only Company officer serving on the Board.

Director Independence

Our Board, acting upon the recommendation of its Nominating and Governance Committee, has affirmatively determined that these directors have no material relationship with the Company and are therefore independent under the corporate governance listing standards of the New York Stock Exchange: Ms. Marshall and Messrs. Hall, Knowlton, Lewis, Noddle, Powers, Sarles, Sharpe, and Turner.

Our only non-independent director is Mr. Cracchiolo, our chief executive officer and the only Company officer serving on the Board.

Our Corporate Governance Principles provide that a significant majority of the Board of Directors shall consist of independent, non-management Directors who meet the criteria for independence required by the Exchange.

The Exchange’s corporate governance rules permit a listed company’s board of directors to adopt categorical standards of director independence. Categorical standards permit a board of directors to determine in advance that specific categories of relationships between a listed company and a director do not, by themselves, render a director non-independent. Of course, categorical standards of independence can’t override the bright-line independence tests established by the Exchange. Categorical standards are intended to assist a board in making determinations of independence. The Exchange recognizes that the adoption and disclosure of categorical standards provide investors with an adequate means of assessing the quality of a board’s independence and its independence determinations while avoiding the excessive disclosure of immaterial relationships.

Our Board, acting on the recommendation of its Nominating and Governance Committee, has adopted four categorical standards of independence. Our Board applied these standards in determining the independence of the persons nominated for election as directors at the Meeting. These categorical standards, which are set forth in Exhibit B to this proxy statement, describe categories of relationships that our Board has determined are not material to its determinations of director independence.

The categorical standards of independence generally provide, among other things, that ordinary course business relationships do not constitute material relationships. The categorical standards permit the provision of consulting, legal, or accounting services within ordinary course business relationships as long as two conditions are satisfied. First, the director or an immediate family member can’t personally provide the services to Ameriprise Financial, Inc. as his or her primary client. Second, the director or immediate

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family member can’t be a partner, managing member, or principal of, or an executive officer with significant policy-making authority over, the firm providing the services to Ameriprise Financial, Inc.

As required by the Exchange’s corporate governance rules, we disclose below if all of a director’s relationships with us meet these categorical standards.

In certain limited cases, a director may have a relationship that is described by a categorical standard and an Exchange bright-line independence test. In such a case, the bright-line test will determine whether the director’s relationship is a material relationship that prohibits a determination of independence by our Board.

The categorical standards of independence adopted by the Board may be amended from time to time. The current version of the categorical standards may be found on the corporate governance section of the Company’s Investor Relations Web site at http://ir.ameriprise.com.

Pursuant to the recommendation of its Nominating and Governance Committee, on January 26, 2006 our Board affirmatively determined that each of the following directors has no material relationship with the Company, either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Company. Therefore, our Board has affirmatively determined that each of these directors is independent under the Exchange’s corporate governance rules:  Ms. Marshall and Messrs. Hall, Lewis, Noddle, Powers, Sarles, Sharpe and Turner. Each of these directors has or may have one or more relationships with the Company that meet the categorical standards of independence adopted by our Board. The only other Director is Mr. Cracchiolo, the Company’s Chief Executive Officer, who is not independent.