Item 1.01 Entry Into a Material Definitive Agreement

On June 11, 2009, Ameriprise Financial, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of the several underwriters therein (collectively, the "Underwriters") to issue and sell 36,000,000 shares of the Company's common stock, $0.01 par value per share, in a public offering. In addition, the Company granted the Underwriters an option, exercisable for 30 days from the date of the Underwriting Agreement, to purchase up to an additional 5,400,000 shares of the Company's common stock to cover over-allotments. The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference.

The offering of the Company's common stock is expected to close on June 17, 2009. The Company expects to receive net proceeds from the offering of approximately $867,850,000, after deducting the underwriting discounts and commissions and estimated offering expenses, and without assuming any exercise of the Underwriters' over-allotment option.

The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The information contained herein is not an offer to sell or the solicitation of an offer to purchase the shares. The Company's offer to sell the Shares is set forth in the prospectus supplement dated June 11, 2009 and filed with the Securities and Exchange Commission (the "Commission") on June 12, 2009 (the "Prospectus Supplement"), to the prospectus dated May 26, 2009 (the "Prospectus") and previously filed with the Commission pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended, on May 26, 2009, as part of the Company's registration statement on Form S-3 (Registration No. 333-158972).

Item 9.01 Financial Statements and Exhibits

This Current Report is being filed in connection with the Company's offer and sale of shares of common stock and to file with the Commission the documents and instruments attached hereto as exhibits.

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(d) Exhibits

1.1 Underwriting Agreement, dated June 11, 2009, among the Company and J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of the several underwriters therein

5.1 Opinion of John C. Junek, Esq.

23.1 Consent of John C. Junek, Esq. (included as part of Exhibit 5.1)

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