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AMP > SEC Filings for AMP > Form 8-K on 29-Jan-2014All Recent SEC Filings




Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financi

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 28, 2014, the Board of Directors of Ameriprise Financial, Inc. (the "Company") approved the addition of Section 8.05 to Article VIII of the Company's by-laws ("By-Laws") which provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the Company, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company 's stockholders, (3) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, or (4) any action asserting a claim governed by the internal affairs doctrine. In addition, persons and entities purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Company shall be deemed to have notice of and consented to such forum selection clause.

The above description of the amendment to the By-Laws, which became effective upon approval, is qualified in its entirety by reference to the full text of the amended and restated By-Laws, a complete copy of which is attached hereto as Exhibit 3.2 and is hereby incorporated by reference in response to this Item 5.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

3.2 Amended and Restated By-Laws of Ameriprise Financial, Inc.

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