FEDERAL INCOME TAX SHARING AGREEMENT
BY AND AMONG
RIVERSOURCE LIFE INSURANCE COMPANY
RIVERSOURCE LIFE INSURANCE CO. OF NEW YORK
AND
AMERIPRISE FINANCIAL, INC.
This Tax Sharing Agreement ("Agreement") dated January 1, 2007
restates and amends all prior Tax Sharing Agreements by and between
RiverSource Life Insurance Company ("RSLIC" or "Parent") and RiverSource
Life Insurance Co. of New York ("RSLICNY") (collectively, the "Parties"),
each of which is referred to as a Member and together are referred to as the
"Parties". In addition, Ameriprise Financial, Inc. ("AMP") is a signatory to
this Agreement but is not a participant in such Agreement as AMP does not
file a consolidated tax return with any of the Members or Parties to this
Agreement.
WHEREAS, RSLIC is required under the Internal Revenue Code and
Treasury regulations as the parent corporation of the Consolidated Group to
pay any taxes owed as the result of filing the consolidated return; and
WHEREAS, the Parties must provide for any inter-company balances of
amounts "due and from" under this Agreement to be settled; and
WHEREAS, AMP is the Parent of RSLIC but is not a Participant in such
Agreement, and AMP recognizes that each of the Members to this Agreement is
bound by such Agreement;
NOW THEREFORE, the Parties agree as follows:
1. RSLIC as the common parent of the Consolidated Group shall act as the
sole agent of the Consolidated Group, for each Member of the Consolidated
Group and any successor of the Consolidated Group with respect to all
matters relating to the tax liability for the Consolidated Group under the
rules set forth in Section 1.1502-77 of the Treasury Regulations on Income
Tax (26 C.F.R.).
2. A Member's portion of the tax liability of the group shall be the tax
liability of the group, multiplied by a fraction, the numerator of which is
the separate return liability of such Member, and the denominator of which
is the sum of the separate return liabilities of all the Members. For this
purpose, a separate return is defined as a return completed by a Member as
if it were and had been filing as a separate individual taxpayer. However,
intercompany transactions which are deferred under a consolidated tax return
filing should be recognized. Further, method (B) as set forth in paragraph 3
of New York Insurance Department Circular Letter No. 33 (1979) shall be
utilized by the Parties and the tax charged shall not be more than the
Member would have paid if it had filed on a separate return basis. A Member
shall be paid for any foreign tax credits, investments credits, losses or
any loss carry over (collectively herein referred to as "Credits")
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generated by it, to the extent actually used in the consolidated return.
Payment shall be equal to the reduction in tax generated by its Credits.
3. If the amount paid by any Member licensed as an insurance company in the
State of New York (a "New York Member") to the Parent for federal income
taxes is greater than the actual payment made by the Parent to the Internal
Revenue Service, the difference shall be placed by the Parent in escrow in
an escrow account ("Escrow Account") established under an Escrow Agreement
substantially in the form attached hereto as Exhibit A, consisting of assets
eligible as an investment for the New York Member. The Escrow Account shall
be established and maintained by the Parent in an amount equal to the excess
of the amount paid by the New York Member to the Parent for federal income
taxes over the actual payment made by the Parent to the Internal Revenue
Service. Assets may be released to the Parent from the Escrow Account at
such time as the permissible period for loss carrybacks has elapsed.
4. Once a Member of the Consolidated Group is paid for its credits it cannot
use such credits in the calculation of its tax liability under the separate
return basis. Any of the Member's credits which are not used in the
consolidated return and for which it has not been paid shall be retained by
the Member for possible future use.
5. Any obligation of a Member of the Consolidated Group as determined under
this Agreement owed to another Member of the Consolidated Group shall be
paid by the Member owing such amount within thirty (30) days of the payment
of any tax due (including estimated taxes or taxes owed in the event of a
redetermination of taxes as determined in Paragraph 6) or within thirty (30)
days of any tax refund actually received. In the event that payment is not
timely made, interest shall accrue at a rate of interest determined by the
Treasurer of AMP based upon the short-term interest rate that would be
incurred were AMP to borrow funds from an independent third party.
6. In the event of a redetermination of the taxes owed by the Consolidated
Group or any Member of the Consolidated Group is made by the Internal
Revenue Service, by the Consolidated Group through the filing of an amended
return, by a court, or by any other means, the amount of tax owed by each
Member of the Consolidated Group under Paragraph 2 shall be recalculated.
Interest on these subsequent adjustments shall be paid at the same rate that
is either paid to the Internal Revenue Service in the event of additional
tax owed or is paid by the Internal Revenue Service to the Consolidated
Group or Member of the Consolidated Group. For purposes of determining the
interest rate, netting of payments and refunds shall be made to the extent
allowed under the Code.
7. This Agreement may be amended from time to time by agreement in writing
executed by all of the Members that at such time constitute the Consolidated
Group.
8. This Agreement shall remain in force unless any one of the three
following conditions is met:
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(A) All of the Parties to the Agreement agree in writing to the
termination of the Agreement;
(B) Membership in the Consolidated Group ceases or is terminated for
any reason; or
(C) The Consolidated Group fails to file a consolidated return for a
taxable year.
9. Notwithstanding the termination of this Agreement, its provisions will
remain in effect, with respect to any period of time during the tax year in
which termination occurs, for which the income of the terminating party must
be included in the consolidated return and in any prior period for which the
terminating party is a Member of the Consolidated Group.
10. This Agreement shall not be assignable by any Party, without the prior
written consent of the other Parties.
11. With the consent of AMP (as evidenced in writing by action of the Board
of Directors or any officer of AMP), any direct or indirect subsidiary or
other entity controlled directly or indirectly by AMP may become a party
hereto effective as of the date specified in writing by the adopting
subsidiary or other entity. Any subsidiary or other entity adopting this
Agreement shall be bound by the provisions of this Agreement in effect at
the effective time of adoption and subsequently in effect because of any
amendment to this Agreement. This Paragraph 11 is in addition to, and not in
limitation of, the provisions and operation of Paragraph 14 hereof.
12. Notwithstanding its termination, all material relating to a consolidated
federal tax return filed in accordance with this Agreement including, but
not limited to, returns, supporting schedules, workpapers, correspondence
and other documents shall be made available to any party to this Agreement
during regular business hours.
13. Any controversy arising under this Agreement shall be settled by
arbitration in Minneapolis, Minnesota. All controversies shall be settled in
accordance with the American Arbitration Association rules then in effect,
and any award rendered thereon shall be enforceable in any court of
competent jurisdiction.
14. This Agreement sets forth the entire understanding of the Parties and
supersedes any prior agreement on the subject matter hereof.
15. Any company that is owned by another Member of the Consolidated Group
that becomes part of the Consolidated Group by operation of the Code or
Treasury Regulations and that is required to file as a Member of the
Consolidated Group shall automatically become a Party to this Agreement.
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement as of the day
and year first above written.
RIVERSOURCE LIFE INSURANCE COMPANY
BY: _____________________________
RIVERSOURCE LIFE INSURANCE CO. OF NEW YORK
BY: _____________________________
AMERIPRISE FINANCIAL, INC.
BY: _____________________________
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EXHIBIT A
---------
ESCROW AGREEMENT
ESCROW AGREEMENT, dated ________ among RiverSource Life Insurance Company
("RSLIC"), RiverSource Life Insurance Co. of New York ("RSLICNY)" and
______________________ (collectively, the "Parties") as Escrow Agent
("Escrow Agent").
WHEREAS, RSLIC is required to establish and maintain a special account
consisting of assets eligible as an investment for a New York life insurer
in an amount equal to the excess of the amount paid by RSLICNY to RSLIC for
federal income taxes over the actual tax payment made by RSLIC.
WHEREAS, escrow assets may be released to RSLIC from the special account at
such time as the permissible period for loss carrybacks has expired, and
WHEREAS, RSLIC desires to deposit securities with the Escrow Agent for such
purpose;
NOW THEREFORE, in consideration of the mutual agreements and other valuable
considerations and the provisions herein contained, it is hereby agreed by
and among RSLICNY, RSLIC, and the Escrow Agent that RSLIC shall establish
and maintain a special account with the Escrow Agent pursuant to the
following conditions:
1. Securities placed in the special account shall be held by the
Escrow Agent, its successors or assigns, in trust, exclusively for the
benefit of the RSLICNY and free of any lien or other claim of the Escrow
Agent or any judgment, creditor, or other claimant of RSLIC.
2. Except as hereinafter provided, no securities in this account or
any principal cash account held pursuant to this Agreement shall be released
by the Escrow Agent except (i) upon receipt of a written request of RSLICNY
and RSLIC, and (ii) upon substitution of other securities satisfying the
provisions of this Agreement.
3. Upon maturity of any security held hereunder, the Escrow Agent may
surrender the same for payment and hold the proceeds thereof in a principal
cash account that is to be maintained as part of this account in accordance
with this Agreement. The principal cash account shall be invested pursuant
to the instructions of RSLIC.
4. Unless and until the Escrow Agent is notified to the contrary by
RSLICNY and RSLIC, all income collected on or received from the securities
held hereunder is to be paid to or upon the order of RSLIC.
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5. The Escrow Agent shall be accountable to RSLICNY and RSLIC, as
their interests may appear, for the safekeeping of the securities and cash
reserves held by it hereunder.
6. The Escrow Agent shall send advices with respect to all security
and principal cash transactions, within ten (10) days after said
transactions take place, to RSLICNY and RSLIC.
7. On or before March 1 of each year, RSLICNY shall advise the Escrow
Agent and RSLIC if the permissible period for use of any tax loss as a
carryback has expired and shall authorize the Escrow Agent to release to
RSLIC, from the special account, such amounts as were deposited in the
special account with respect to such tax loss.
8. The Escrow Agent may cancel this Agreement, effective not less than
thirty (30) days after delivery of notice thereof to RSLICNY and RSLIC, and
RSLICNY or RSLIC may cancel this Agreement at any time without assigning any
reason therefor, effective upon delivery of notice thereof to the Escrow
Agent and the other Parties; provided no cancellation by any party shall be
effective until either (a) a new escrow agreement is executed by RSLIC with
another escrow agent and approved by RSLICNY, and the securities and cash
principal in the special account are transferred to the newly designated
escrow agent in accordance with written instructions from RSLIC approved by
the RSLICNY, or (b) a letter of credit, acceptable to the New York State
Insurance Department, is delivered to the RSLICNY in substitution for the
foregoing special account.
9. Any successor in interest of the Escrow Agent, or receiver,
liquidator, or other public officer appointed to administer the affairs of
the Escrow Agent, shall succeed to all the obligations assumed hereunder by
the Escrow Agent.
10. This Agreement shall be construed and enforced in accordance with
the laws of the State of New York.
11. All notices and other communications which shall be or may be
given hereunder shall be in writing and shall be deemed to have been duly
given if delivered or mailed to the Parties at their respective addresses
set forth at the end of this Agreement or to such other address as any of
the Parties hereto shall furnish to the other.
12. Any controversy arising under this Agreement shall be settled by
arbitration in New York City in accordance with the American Arbitration
Association rules then in effect, and any award rendered thereon shall be
enforceable in any court of competent jurisdiction.
13. This Agreement sets forth the entire understanding of the Parties
and supersedes any prior agreement on the subject matter hereof and may not
be changed or terminated except by an agreement in writing signed by the
Parties.
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement as of the day
and year first above written.
RIVERSOURCE LIFE INSURANCE COMPANY
BY: _____________________________
RIVERSOURCE LIFE INSURANCE CO. OF NEW YORK
BY: _____________________________
[ESCROW AGENT]
By: __________________
Title: __________________
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