Common use of Pre-2005 Taxable Years Clause in Contracts

Pre-2005 Taxable Years. For each taxable year ending on or before December 31, 2004, AXP shall determine in good faith each Ameriprise Combined Group's respective share, as determined below, of the total U.S. state and local Tax liability in each such Combined State. The Ameriprise Combined Group's share of such total tax liability ("Ameriprise Group State Tax Liability") will be based on the aggregate apportionment percentage of all members of the Ameriprise Combined Group, determined with reference only to those companies that are subject to such state's taxing jurisdiction. The Ameriprise Group State Tax Liability will include any minimum or similar Taxes for members of each Ameriprise Combined Group that may be required by the relevant state or locality. In addition, in determining the Ameriprise Group State Tax Liability for Minnesota and Nebraska, respectively, AXP will, in good faith, directly reduce the Ameriprise Group State Tax Liability in Minnesota for the employer transit pass Credit generated by members of the Ameriprise Combined Group and the Ameriprise Group State Tax Liability in Nebraska for the employment Tax Credit generated by members of the Ameriprise Combined Group, but only if and to the extent such Credit is used to reduce the Tax liability of the Total Combined Group in Minnesota or Nebraska, as the case may be, for that year. Ameriprise shall be responsible for and pay to AXP, and shall indemnify AXP and the AXP Affiliates from and against, the Ameriprise Group State Tax Liability for each Combined Return for all taxable years ending on or before December 31, 2004.

Pre-2005 Taxable Years. For each taxable year ending on or before December 31, 2004, AXP shall determine in good faith each Ameriprise Combined Group's ’s respective share, as determined below, of the total U.S. state and local Tax liability in each such Combined State. The Ameriprise Combined Group's ’s share of such total tax liability ("‘‘Ameriprise Group State Tax Liability"’’) will be based on the aggregate apportionment percentage of all members of the Ameriprise Combined Group, determined with reference only to those companies that are subject to such state's ’s taxing jurisdiction. The Ameriprise Group State Tax Liability will include any minimum or similar Taxes for members of each Ameriprise Combined Group that may be required by the relevant state or locality. In addition, in determining the Ameriprise Group State Tax Liability for Minnesota and Nebraska, respectively, AXP will, in good faith, directly reduce the Ameriprise Group State Tax Liability in Minnesota for the employer transit pass Credit generated by members of the Ameriprise Combined Group and the Ameriprise Group State Tax Liability in Nebraska for the employment Tax Credit generated by members of the Ameriprise Combined Group, but only if and to the extent such Credit is used to reduce the Tax liability of the Total Combined Group in Minnesota or Nebraska, as the case may be, for that year. Ameriprise shall be responsible for and pay to AXP, and shall indemnify AXP and the AXP Affiliates from and against, the Ameriprise Group State Tax Liability for each Combined Return for all taxable years ending on or before December 31, 2004.