8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 6, 2005

The St. Paul Travelers Companies, Inc.

(Exact name of registrant as specified in its charter)

Minnesota	001-10898	41-0518860
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
385 Washington StreetSaint Paul, Minnesota		55102
(Address of principal executive offices)		(Zip Code)

(651) 310-7911

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.Entry into a Material Definitive Agreement.

On April 7, 2005, The St. Paul Travelers Companies, Inc. (the “Company”) issued a press release announcing the pricing of a secondary offering and related transactions involving the Company’s equity stake in Nuveen Investments, Inc. (“Nuveen”).  The press release, which describes certain terms of these transactions, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.  In connection with these transactions, on April 6, 2005, the Company entered into an underwriting agreement, forward sale agreements and indemnity agreements.

Underwriting Agreement.

On April 6, 2005, the Company entered into an underwriting agreement with St. Paul Fire and Marine Insurance Company, a wholly-owned subsidiary of the Company, Nuveen and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley & Co.”), as representatives of the several underwriters named therein, in connection with the sale by the Company of 39,309,155 shares of Class A common stock of Nuveen (the “the stock offering”).  The closing of the sale of shares occurred on April 12, 2005.  The underwriting agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Forward Sale Agreements.

On April 6, 2005, the Company entered into a forward sale agreement with Merrill Lynch International (the “ML Counterparty”), an affiliate of Merrill Lynch, and Merrill Lynch, as agent and collateral agent.  Under this forward sale agreement, the Company has agreed to deliver, subject to the Company’s right to cash settle such forward sale agreement, 5,824,800 shares of Nuveen Class A common stock to such affiliate.  Under such forward sale agreement, the ML Counterparty has paid the Company for the shares underlying such forward sale agreement an aggregate price of $184,290,200, which reflects an aggregate discount of $13,753,000 from the offering price to the public in the stock offering.  In connection with the forward sale agreement, Merrill Lynch & Co., Inc. issued debt securities mandatorily exchangeable for shares of Nuveen Class A common stock (or the cash value thereof) (the “ML Mandatorily Exchangeable Securities”) and pursuant to the terms of a related Indemnity Agreement discussed below, the Company paid $8,251,800 to the underwriters of such Mandatorily Exchangeable Securities.

In addition, on April 6, 2005, the Company entered into a forward sale agreement with Morgan Stanley & Co. International Limited (the “MS Counterparty” and, together with the ML Counterparty, the “Counterparties”), an affiliate of Morgan Stanley & Co., and Morgan Stanley & Co., as agent and collateral agent.  Under this forward sale agreement, the Company has agreed to deliver, subject to the Company’s right to cash settle such forward sale agreement, 6,067,500 shares of Nuveen Class A common stock to the MS Counterparty.  Under this forward sale agreement, the MS Counterparty has paid the Company for the shares underlying such forward sale agreement an aggregate price of $192,542,000, which reflects an aggregate discount of $13,753,000 from the offering price to the public in the stock offering.  In connection with the forward sale agreement, Morgan Stanley issued debt securities mandatorily exchangeable for shares of Nuveen Class A common stock (or the cash value thereof) (together with the ML Mandatorily Exchangeable Securities, the “Mandatorily Exchangeable Securities”) and pursuant to the terms of a related Indemnity Agreement discussed below, the Company paid $8,251,800 to the underwriters of such Mandatorily Exchangeable Securities.

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The settlement dates of the forward sale agreements with the Counterparties will be no later than March 31, 2006, provided that the settlement dates may be accelerated at the election of the Company.   Each forward sale agreement provides that the Company will make delivery or payment in property or cash, as the case may be, to the relevant Counterparty in respect of dividends on the number of Nuveen Class A common stock underlying such forward sale agreement prior to the final settlement date. In addition, as part of each forward sale agreement, the Company has pledged to the relevant Counterparty, to secure its obligations under such forward sale agreement, a number of shares of Nuveen Class B common stock equal to the number of shares of Nuveen Class A common stock underlying such forward sale agreement.  Until delivery of shares of Nuveen Class A common stock upon settlement under the forward sale agreements, the Company will continue to beneficially own and vote the shares of Nuveen Class B common stock pledged to secure such forward sale agreements.  If the Company elects to settle a forward sale agreement in cash, instead of delivering shares of Nuveen Class A common stock, it will continue to beneficially own and vote the shares of Nuveen common stock underlying each such agreement following the performance of such forward sale agreement.

The forward sale agreements are attached hereto as Exhibits 10.2 and 10.3 and are incorporated herein by reference.

Indemnity Agreements.

On April 6, 2005, the Company entered into an indemnity agreement with Nuveen, the MS Counterparty, Morgan Stanley, Morgan Stanley & Co. and Merrill Lynch.  In addition, on April 6, 2005, the Company entered into an indemnity agreement with Nuveen, the ML Counterparty, Merrill Lynch & Co., Inc., Merrill Lynch and Morgan Stanley & Co.  These indemnity agreements were entered into by the parties in connection with the offerings by Merrill Lynch & Co., Inc. and Morgan Stanley of their respective Mandatorily Exchangeable Securities and provide for indemnification by and among certain of the parties including the Company with respect to certain liabilities, including liabilities under the Securities Act of 1933.  These indemnity agreements also contain certain representations, warranties and covenants of the Company and Nuveen in relation to the offerings of the Mandatorily Exchangeable Securities and include the agreements referred to above by the Company to pay the underwriters of the Mandatorily Exchangeable Securities $8,251,800 in relation to each of the two offerings of Mandatorily Exchangeable Securities.

The indemnity agreements are attached hereto as Exhibits 10.4 and 10.5 and are incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(c)Exhibits.

Exhibit No.	Description
10.1	Underwriting Agreement, dated April 6, 2005, among The St. Paul Travelers Companies, Inc., Nuveen Investments, Inc., St. Paul Fire and Marine Insurance Company, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated and the other several underwriters named therein, as underwriters.

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10.2	Forward Sale Agreement, dated April 6, 2005, among The St. Paul Travelers Companies, Inc., Merrill Lynch International and Merrill Lynch, Pierce, Fenner & Smith, as agent and collateral agent.
10.3	Forward Sale Agreement, dated April 6, 2005, among The St. Paul Travelers Companies, Inc., Morgan Stanley & Co. International Limited and Morgan Stanley & Co. Incorporated, as agent and collateral agent.
10.4	Indemnity Agreement, dated April 6, 2005, among The St. Paul Travelers Companies, Inc., Nuveen Investments, Inc., Merrill Lynch & Co., Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and Merrill Lynch International Limited.
10.5	Indemnity Agreement, dated April 6, 2005, among The St. Paul Travelers Companies, Inc., Nuveen Investments, Inc., Morgan Stanley, Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. International Limited.
99.1	Press release issued by The St. Paul Travelers Companies, Inc., dated April 7, 2005.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:         April 12, 2005	THE ST. PAUL TRAVELERS COMPANIES, INC.
	By:	/s/ Bruce A. Backberg
		Name:  Bruce A. Backberg
		Title:   Senior Vice President

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Underwriting Agreement, dated April 6, 2005, among The St. Paul Travelers Companies, Inc., Nuveen Investments, Inc., St. Paul Fire and Marine Insurance Company, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated and the other several underwriters named therein, as underwriters.
10.2	Forward Sale Agreement, dated April 6, 2005, among The St. Paul Travelers Companies, Inc., Merrill Lynch International and Merrill Lynch, Pierce, Fenner & Smith, as agent and collateral agent.
10.3	Forward Sale Agreement, dated April 6, 2005, among The St. Paul Travelers Companies, Inc., Morgan Stanley & Co. International Limited and Morgan Stanley & Co. Incorporated, as agent and collateral agent.
10.4	Indemnity Agreement, dated April 6, 2005, among The St. Paul Travelers Companies, Inc., Nuveen Investments, Inc., Merrill Lynch & Co., Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and Merrill Lynch International Limited.
10.5	Indemnity Agreement, dated April 6, 2005, among The St. Paul Travelers Companies, Inc., Nuveen Investments, Inc., Morgan Stanley, Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. International Limited.
99.1	Press release issued by The St. Paul Travelers Companies, Inc., dated April 7, 2005.

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EX-10.1

Exhibit 10.1

39,309,155 Shares

NUVEEN INVESTMENTS, INC.

CLASS A COMMON STOCK (Par Value $0.01 per share)

UNDERWRITING AGREEMENT

April 6, 2005

April 6, 2005

Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 World Financial Center

New York, NY 10281

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

Dear Sirs and Mesdames:

The St. Paul Travelers Companies, Inc., a Minnesota corporation (“St. Paul Travelers”), and its wholly-owned subsidiary, St. Paul Fire and Marine Insurance Company, a Minnesota corporation, as the selling stockholders (the “Selling Stockholders”), propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 39,309,155 shares of the Class A common stock, par value $0.01 per share (the “Firm Shares”) of Nuveen Investments, Inc., a Delaware corporation (the “Company”), each Selling Stockholder to sell the amount of Firm Shares set forth opposite such Selling Stockholder’s name in Schedule I hereto.

The Selling Stockholders also propose to sell to the several Underwriters not more than an additional 3,930,916 shares of the Class A common stock, par value $0.01 per share of the Company (the “Additional Shares”), if and to the extent that you, as Managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of Class A common stock granted to the Underwriters in Section 3 hereof.  The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of Class A common stock, par value $0.01 per share (including the Shares), and Class B common stock, par value $0.01 per share, of the Company are hereinafter referred to as the “Common Stock.”

The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement, including a prospectus, relating to the Shares and has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission a final prospectus supplement (the “Prospectus Supplement”) specifically relating to the Shares pursuant to Rule 424 under the Securities Act of 1933, as amended (the “Securities Act”).  The term “Registration Statement” means the registration statement on Form S-3, including the exhibits thereto, as amended to the date of this Agreement.  The term “Basic Prospectus” means the prospectus included in the Registration Statement. The term “Prospectus” means the Basic Prospectus together with the Prospectus Supplement.  The term “preliminary prospectus”

means a preliminary prospectus supplement specifically relating to the Shares, together with the Basic Prospectus. As used herein, the terms “Basic Prospectus,” “Prospectus” and “preliminary prospectus” shall include in each case the documents incorporated by reference therein.  The terms “supplement” and “amendment” or “amend” as used in this Agreement shall include all documents deemed to be incorporated by reference in the Prospectus that are filed subsequent to the date of the Basic Prospectus by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Concurrently with the offering of the Shares, St. Paul Travelers has separately entered into (i) a forward sale agreement, dated as of the date hereof, with an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, pursuant to which St. Paul Travelers will sell to such affiliate 5,824,800 shares of the Company’s Class A common stock (subject to St. Paul Travelers’ right to cash settle such agreement) and (ii) a forward sale agreement, dated as of the date hereof, with an affiliate of Morgan Stanley & Co. Incorporated pursuant to which St. Paul Travelers will sell to such affiliate 6,067,500 shares of the Company’s Class A common stock (subject to St. Paul Travelers’ right to cash settle such agreement).  Together, these forward sale agreements are referred to as the “Forward Agreements.”  In addition, the Company has entered into an agreement, dated as of March 29, 2005, with St. Paul Travelers pursuant to which St. Paul Travelers will sell to the Company $200 million of the Company’s Class A common stock on the Closing Date (the “Share Repurchase”) and $400 million of the Company’s Class A common stock on a forward basis no later than December 23, 2005 (the “Repurchase Agreement”).  The Company has also entered into a bridge loan facility, dated April 1, 2005 with Citicorp North America, Inc., as administrative agent, and the other lenders thereto (the “Bridge Facility”).

Also concurrently with the offering of the Shares, the Company and St. Paul Travelers have entered into (i) an indemnity agreement dated as of the date hereof with Merrill Lynch & Co. Inc. and the underwriters named therein (the “Merrill Lynch Indemnity Agreement”) in connection with the offering by Merrill Lynch & Co., Inc. of $275,060,000 6.75% Mandatorily Exchangeable Securities due October 15, 2007 that will be mandatorily exchanged, at maturity, for between 6,741,397 and 8,090,000 shares of the Company’s Class A common stock, or the cash value thereof (the “Merrill Lynch Mandatory Exchangeable”) and (ii) an indemnity agreement dated as of the date hereof with Morgan Stanley and the underwriters named therein (the “Morgan Stanley Indemnity Agreement”) in connection with the offering by Morgan Stanley of $275,060,000 5.875% Mandatorily Exchangeable Securities due October 15, 2008 that will be mandatorily exchanged, at maturity, for between 6,741,397 and 8,090,000 shares of the Company’s Class A common stock, or the cash value thereof (the “Morgan Stanley Mandatory Exchangeable”).  The Merrill Lynch Mandatory Exchangeable and the Morgan Stanley Mandatory Exchangeable are hereinafter together referred to as the “Mandatory Exchangeables” and the

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Merrill Lynch Indemnity Agreement and the Morgan Stanley Indemnity Agreement are hereinafter together referred to as the “Indemnity Agreements.”

In connection with the above transactions, the Company and St. Paul Travelers have also entered into a separation agreement dated as of April 1, 2005 (the “Separation Agreement”).

1.Representations and Warranties of the Company.  The Company represents and warrants to and agrees with each of the Underwriters that:

(a)The Registration Statement has been declared effective by the Commission; no stop order suspending the effectiveness of the Registration Statement has been issued, and no notice has been received from the Commission by the Company that any proceedings for such purpose are pending or, to the knowledge of the Company, threatened by the Commission.

(b)(i) Each document filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) the Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions based upon (x) information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein, or (y) the Selling Stockholder Information.

(c)The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the financial condition, earnings or results of operations of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”).

(d)Each Investment Advisory Subsidiary (as defined below) and each Significant Subsidiary of the Company (as that term is defined under Regulation

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S-X promulgated under the Exchange Act) (together with the Investment Advisory Subsidiaries, the “Significant Subsidiaries”) has been duly incorporated or formed, is validly existing in good standing under the laws of the jurisdiction of its incorporation or formation, has the requisite power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect; all of the issued shares of capital stock or interests of each Significant Subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable, or the substantive equivalent thereto, and (except for directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except in each case as would not cause a Material Adverse Effect.

(e)This Agreement has been duly authorized, executed and delivered by the Company.

(f)The Repurchase Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

(g)Each of the Indemnity Agreements has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability, (C) may be limited by an implied covenant of good faith and fair dealing and (D) rights to indemnification may be limited by public policy;

(h)The Bridge Facility has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

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(i)The Separation Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

(j)The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus.

(k)The outstanding shares of Class B common stock held by the Selling Stockholders to be converted into Class A common stock and sold by the Selling Stockholders under this Agreement and the outstanding shares of Class B common stock held by St. Paul Travelers to be sold by St. Paul Travelers under the Forward Agreements and the Repurchase Agreement have been duly authorized and are validly issued, fully paid and non-assessable.

(l)Except as disclosed in the Prospectus, the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, the Repurchase Agreement, the Indemnity Agreements, the Bridge Facility and the Separation Agreement will not contravene (i) any provision of applicable law or (ii) the certificate of incorporation or by-laws of the Company or (iii) any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, except in the case of (i), (iii), and (iv) as would not have a Material Adverse Effect, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, the Repurchase Agreement, the Indemnity Agreements, the Bridge Facility and the Separation Agreement, except those which have been obtained and made, and except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares and except those for which the failure to obtain, individually or in the aggregate, would not have a Material Adverse Effect.

(m)There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the financial condition or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement).

(n)There are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company or any of its

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subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not so described or any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required.

(o)Each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied as to form when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder.

(p)Except as disclosed in the Prospectus, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company or to require the Company to include such securities with the Shares registered pursuant to the Registration Statement.

(q)Neither the Company nor any of its subsidiaries is in violation of its certificate of incorporation, by-laws or other constituent documents; neither the Company nor any of its subsidiaries is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or other instrument binding upon the Company or any of its subsidiaries, except to the extent any such default would not, individually or in the aggregate, have a Material Adverse Effect.

(r)Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, (i) the Company and its subsidiaries have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction; (ii) the Company has not purchased any of its outstanding capital stock (other than open market repurchases pursuant to its open market repurchase program), nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (iii) there has not been any material change in the capital stock or any increase in short-term debt or long-term debt of the Company and its subsidiaries, except in each case as described in the Prospectus or as contemplated by the offerings and transactions that are described therein.

(s)The Company and its Significant Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in the Prospectus or such as do not materially affect the value of such property and do not interfere with the

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use made and proposed to be made of such property by the Company and its subsidiaries; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries, in each case except as described in the Prospectus.

(t)The Company and its subsidiaries, either directly or through a subsidiary or subsidiaries, own or possess, or can acquire on reasonable terms, all material patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names necessary for the conduct of the business now operated by them, except where the failure to so own, possess or be able to acquire on reasonable terms would not, individually or in the aggregate, have a Material Adverse Effect, and neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect.

(u)No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is imminent, that would have a Material Adverse Effect; and the Company is not aware of any existing, threatened or imminent labor disturbance by the employees of any of its principal suppliers, manufacturers or contractors that would have a Material Adverse Effect.

(v)The Company and its subsidiaries possess all material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, except as described in the Prospectus.

(w)The Company and each of its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

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(x)The Shares have been authorized for listing on the New York Stock Exchange, subject only to official notice of issuance and have been registered under the Exchange Act.

(y)Except as described in the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), the Company has not sold, issued or distributed any shares of Common Stock during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.

(z)KPMG LLP, whose report is included in the Prospectus, has notified us that it is an independent registered public accounting firm with respect to the Company and its combined subsidiaries within the meaning of the Securities Act and the rules and regulations adopted by the Commission thereunder.  The financial statements of the Company and its combined subsidiaries (including the related notes) included in the Registration Statement and the Prospectus present fairly in all material respects the financial condition, results of operations and cash flows of the entities purported to be shown thereby at the dates and for the periods indicated and have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated and conform in all material respects with the rules and regulations adopted by the Commission under the Securities Act.

(aa)The Company and its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, individually or in the aggregate, have a Material Adverse Effect.

(bb)The Company is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”).

(cc)Except in each case as would not reasonably be expected to have a Material Adverse Effect:  Each of Rittenhouse Asset Management Inc., NWQ

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Investment Management Company LLC, Symphony Asset Management Inc., Nuveen Asset Management, Inc., Nuveen Investments Advisers and Nuveen Investments Institutional Services Group, LLC (together, the “Investment Advisory Subsidiaries”) is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and none of the Investment Advisory Subsidiaries is prohibited by any provision of the Advisers Act or the 1940 Act, or the respective rules and regulations thereunder, from acting as an investment adviser.  The Investment Advisory Subsidiaries are the only direct or indirect subsidiaries of the Company required to be registered as investment advisers under the Advisers Act.  Each of the Investment Advisory Subsidiaries is duly registered, licensed or qualified as an investment adviser in each jurisdiction where the conduct of its business requires such registration and is in compliance with all federal, state and foreign laws requiring any such registration, licensing or qualification or is subject to no material liability or disability by reason of the failure to be so registered, licensed or qualified in any such jurisdiction or to be in such compliance.  None of the Company or its other direct or indirect subsidiaries is required to be registered, licensed or qualified as an investment adviser under the laws requiring any such registration, licensing or qualification in any jurisdiction in which it or such other subsidiaries conduct business or is subject to material liability or disability by reason of the failure to be so registered, licensed or qualified.

(dd)Nuveen Investments, LLC (the “Broker-Dealer Subsidiary”) is duly registered, licensed or qualified as a broker-dealer under the Exchange Act, and under the securities laws of each jurisdiction where the conduct of its business requires such registration and is in compliance with all federal, state and foreign laws requiring such registration, licensing or qualification or is subject to no material liability or disability by reason of the failure to be so registered, licensed or qualified in any such jurisdiction or to be in such compliance.  The Broker-Dealer Subsidiary is a member in good standing of NASD and each other self regulatory organization where the conduct of its business requires such membership.  Neither the Company nor any of the Company’s other direct or indirect subsidiaries is required to be registered, licensed or qualified as a broker-dealer under the laws requiring any such registration, licensing or qualification in any jurisdiction in which it or such other subsidiaries conduct business or is subject to any material liability or disability by reason of the failure to be so registered, licensed or qualified except where the failure to be so registered, licensed or qualified would not have a Material Adverse Effect.

(ee)Each of the Investment Advisory Subsidiaries and the Broker-Dealer Subsidiary is, has been and will upon consummation of the transactions contemplated herein be, in compliance with, and each such entity has received no notice of any kind of any violation of, (A) all laws, regulations, ordinances and rules (including those of any non-governmental self-regulatory agencies) applicable to it or its operations relating to investment advisory or broker-dealer activities, as the case may be, and (B) all other laws, regulations, ordinances and rules applicable to it and its operations, except, in either case, where any failure to

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comply with any such law, regulation, ordinance or rule would not have, individually or in the aggregate, a Material Adverse Effect.

(ff)Each investment advisory agreement between the Company and any Investment Advisory Subsidiary on the one hand and any advisory client or private client on the other is a legal and valid obligation of the Company and, to the knowledge of the Company, the other parties thereto, and neither the Company nor any Investment Advisory Subsidiary is, to the knowledge of the Company, in breach or violation of or in default under any such agreement, which breach, violation or default would individually or in the aggregate have a Material Adverse Effect.

2.Representations and Warranties of the Selling Stockholders.  Each Selling Stockholder, to the extent applicable, represents and warrants to and agrees with each of the Underwriters that:

(a)This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

(b)Each of the Forward Agreements has been duly authorized, executed and delivered by St. Paul Travelers and is a valid and binding agreement of St. Paul Travelers, enforceable against St. Paul Travelers in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

(c)Each of the Indemnity Agreements has been duly authorized, executed and delivered by St. Paul Travelers and is a valid and binding agreement of St. Paul Travelers, enforceable against St. Paul Travelers in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability, (C) may be limited by an implied covenant of good faith and fair dealing and (D) rights to indemnification may be limited by public policy;

(d)The Repurchase Agreement has been duly authorized, executed and delivered by St. Paul Travelers and is a valid and binding agreement of St. Paul Travelers, enforceable against St. Paul Travelers in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

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(e)The Separation Agreement has been duly authorized, executed and delivered by St. Paul Travelers and is a valid and binding agreement of St. Paul Travelers, enforceable against St. Paul Travelers in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

(f)The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Forward Agreements, the Indemnity Agreements, the Repurchase Agreement and the Separation Agreement will not contravene (i) any provision of applicable law or (ii) the certificate of incorporation or by-laws of such Selling Stockholder or (iii) any agreement or other instrument binding upon such Selling Stockholder that is material to such Selling Stockholder and its subsidiaries taken as a whole, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, except in the case of (i), (iii) and (iv) as would not have a material adverse effect on such Selling Stockholder and its subsidiaries taken as a whole, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement, the Forward Agreements, the Indemnity Agreements, the Repurchase Agreement and the Separation Agreement, except those which have been obtained and made, and as may be required by rules of the National Association of Securities Dealers, Inc., or by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares, and except for those the failure of which to obtain would not have a material adverse effect on such Selling Stockholder and its subsidiaries taken as a whole.

(g)Such Selling Stockholder has (with respect to the Class B common stock owned by such Selling Stockholder prior to the conversion of such Class B common stock to Class A common stock), and on the Closing Date will have (with respect to the Shares), valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares.

(h)Upon payment for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming

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that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be validly asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

(i)Such Selling Stockholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Prospectus or otherwise has been publicly disclosed by such Selling Stockholder to sell its Shares pursuant to this Agreement.

(j)(i)  The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that the representations and warranties set forth in this paragraph 2(j) are limited to statements or omissions based upon information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus or any amendments or supplements thereto (such information collectively, the “Selling Stockholder Information”).

3.Agreements to Sell and Purchase.  Each Selling Stockholder hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Selling Stockholder at $32.98 a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Selling Stockholder as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, St. Paul Travelers agrees to

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sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 3,930,916 Additional Shares at the Purchase Price.  You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement.  Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased.  Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice.  Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares.  On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Each of the Company and each Selling Stockholder hereby agrees that, without the prior written consent of Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock.

The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (c) the grant by the Company of stock options, restricted stock or other awards pursuant to the Company’s benefit plans in existence on the date hereof or proposed to be approved by the Company’s stockholders at their 2005 annual meeting; provided that such options, restricted stock or awards do not become exercisable or vest during such 90-day period, (d) the sale of shares by St. Paul Travelers in connection with the Forward Agreements, (e) the sale of shares by St. Paul Travelers underlying the Mandatory Exchangeables, (f) the sale of

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shares of Common Stock by St. Paul Travelers pursuant to the Repurchase Agreement or (g) transactions by each Selling Stockholder relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that for the purposes of this clause (g) no filing under Section 16(a) of the Securities Exchange Act, shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions.  In addition, the Selling Stockholders agree that, without the prior written consent of Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of the Underwriters, they will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.  The Selling Stockholders consent to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Shares held by the Selling Stockholders except in compliance with the foregoing restrictions.

4.Terms of Public Offering. The Company and the Selling Stockholders are advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after this Agreement has been executed as in your judgment is advisable.  The Company and the Selling Stockholders are further advised by you that the Shares are to be offered to the public initially at $34.00 a share (the “Public Offering Price”) and to certain dealers selected by you at a price that represents a concession not in excess of $0.61 a share under the Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $0.10 a share, to any Underwriter or to certain other dealers.

5.Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Stockholder shall be made to such Selling Stockholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on April 12, 2005, or at such other time on the same or such other date, not later than April 19, 2005, as shall be designated in writing by you.  The time and date of such payment are hereinafter referred to as the “Closing Date.”

Payment for any Additional Shares to be sold by St. Paul Travelers shall be made to St. Paul Travelers in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than May 19, 2005, as shall be designated in writing by you.

The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full

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business day prior to the Closing Date or the applicable Option Closing Date, as the case may be.  The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

6.Conditions to the Underwriters’ Obligations. The several obligations of the Underwriters are subject to the following further conditions:

(a)Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:

(i)there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and

(ii)there shall not have occurred any change, or any development involving a prospective change, in the financial condition or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus.

(b)The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above, to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied in all material respects with all of the agreements and satisfied in all material respects all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date, and to the effect that the condition set forth in Section 6(j), below, shall have been satisfied.

The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.

(c)The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of St. Paul Travelers, to the effect that the representations and warranties of the Selling Stockholders contained in this Agreement are true and correct as of the Closing

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Date and that the Selling Stockholders have complied in all material respects with all of the agreements and satisfied in all material respects all of the conditions on their part to be performed or satisfied hereunder on or before the Closing Date and to the effect that the condition set forth in Section 6(j), below, shall have been satisfied.

(d)The Underwriters shall have received on the Closing Date an opinion of Wachtell, Lipton, Rosen & Katz, special counsel for the Company, dated the Closing Date, to the effect that:

(i)the authorized capital stock of the Company conforms as to legal matters to the description under the caption “Capital Stock” contained in the Prospectus;

(ii)the shares of Common Stock owned by the Selling Stockholders have been duly authorized and are validly issued, fully paid and non-assessable;

(iii)this Agreement has been duly authorized, executed and delivered by the Company;

(iv)the Repurchase Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

(v)each of the Indemnity Agreements has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability, (C) may be limited by an implied covenant of good faith and fair dealing and (D) rights to indemnification may be limited by public policy;

(vi)The Bridge Facility has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws

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affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

(vii)The Separation Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

(viii)the Company is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Prospectus will not be, required to register as an “investment company” as such term is defined in the 1940 Act; and

(ix)the Registration Statement and the Prospectus (except for the financial statements and related notes and other financial or statistical data included therein or omitted therefrom, as to which such counsel need not comment) appear on their face to be responsive as to form in all material respects to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder.

In the course of such counsel’s participation in the preparation of the Registration Statement and Prospectus and review and discussion of the contents thereof, although such counsel has not independently checked or verified, and is not passing upon and assumes no responsibility for, the accuracy, completeness, or fairness thereof, or otherwise verified the statements made therein, other than those mentioned in subclause (i) above, as of the Closing Date no facts have come to the attention of such counsel that cause such counsel to believe that (i) the Registration Statement or the Prospectus included therein (except for the financial statements and related notes and other financial or statistical data included therein or omitted therefrom, as to which such counsel need not comment) on the date the Registration Statement became effective and as of the date of this Agreement contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Prospectus (except for the financial statements and related notes and other financial or statistical data included therein or omitted therefrom, as to which such counsel need not comment) as of its date or as of the Closing Date contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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In rendering such opinion, such counsel may rely, without independent verification, as to matters of fact, to the extent they deem appropriate, on the representations of the Company contained herein and on certificates of responsible officers of the Company and public officials.  Such opinion will be limited to the laws of the State of New York, the federal laws of the United States and the General Corporation Law of the State of Delaware, and such counsel will express no opinion as to the effect on the matters covered by such opinion of the laws of any other jurisdiction.  Such opinion may also state that such counsel acted as special counsel to the Company in connection with the offering of the Shares contemplated hereby and did not act, and has not acted, as the Company’s regular outside counsel.

(e)The Underwriters shall have received on the Closing Date an opinion of Alan G. Berkshire, Esq., General Counsel to the Company, dated the Closing Date, to the effect that:

(i)the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect;

(ii)each Significant Subsidiary of the Company has been duly incorporated or formed, is validly existing in good standing under the laws of the jurisdiction of its incorporation or formation, has the requisite power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact such business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect;

(iii)the Shares to be sold by the Selling Stockholders have been duly authorized and are validly issued, fully paid and non-assessable;

(iv)to such counsel’s knowledge and other than as set forth in the Prospectus, there are no legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject, which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect;

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(v)each of  the Investment Advisory Subsidiaries is duly registered as an investment adviser under the Advisors Act.  To such counsel’s knowledge, none of the Company or its subsidiaries other than the Investment Advisory Subsidiaries is required to be registered, licensed, or qualified as an investment adviser under the Advisers Act and the rules and regulation of the Commission promulgated thereunder or under applicable state laws, except where any failure to be so registered, licensed, or qualified would not have a Material Adverse Effect.  To such counsel’s knowledge, each of the Investment Advisory Subsidiaries is in compliance with the Advisers Act and applicable state laws, regulations, ordinances and rules applicable to it or its operations relating to investment advisory activities except where any failure by any such Investment Advisory Subsidiary to comply with any such law, regulation, ordinance or rule would not have a Material Adverse Effect.

(vi)to the knowledge of such counsel, neither the Company nor any Investment Advisory Subsidiary is in breach or violation of or in default under any investment advisory contract which would individually or in the aggregate have a have a Material Adverse Effect;

(vii)the Broker-Dealer Subsidiary is duly registered, licensed or qualified as a broker-dealer under the Exchange Act and in each Jurisdiction where the conduct of its business requires registration, licensing or qualification, except to the extent that the failure to be so registered, licensed or qualified would not have a Material Adverse Effect.  None of the Company or its subsidiaries, other than the Broker-Dealer Subsidiary, is required to be registered, licensed or qualified as a broker-dealer under the Exchange Act and the rules and regulations of the Commission promulgated thereunder or under the laws of requiring any such registration, licensing or qualification in any jurisdiction in which it conducts business, except where any failure to be so registered, licensed, or qualified would not have a Material Adverse Effect.  Each of the Company and the Broker-Dealer Subsidiary is in compliance with all laws, regulations, ordinances and rules (including those of any self regulatory organizations) as applicable to it or its operations relating to broker-dealer activities except where any failure to comply with any such law, regulation, ordinance or rule would not have, individually or in the aggregate, a Material Adverse Effect;

(viii)except as disclosed in the Prospectus, the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, the Repurchase Agreement, theIndemnity Agreements, the Bridge Facility and the Separation Agreement will not contravene any provision of applicable law or the certificate of incorporation or by-laws of the Company or, to such counsel’s knowledge, any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a

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whole, or, to such counsel’s knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, and no consent, approval, authorization or order of, or qualification with, any U.S. federal, Illinois State or State of Delaware governmental body or agency is required for the performance by the Company of its obligations under this Agreement, the Repurchase Agreement, theIndemnity Agreements, the Bridge Facility and the Separation Agreement except those which have been obtained and made, and as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares (it being understood that this opinion is limited to those consents, approvals, authorizations, orders, and qualifications that, in such counsel’s experience, are normally applicable to transactions of the type contemplated by this Agreement);

(ix)the Registration Statement and the Prospectus (except for the financial statements and related notes and other financial or statistical data included therein or omitted therefrom, as to which such counsel need not comment) appear on their face to be responsive as to form in all material respects to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder; and

In the course of such counsel’s participation in the preparation of the Registration Statement and Prospectus and review and discussion of the contents thereof, although such counsel has not independently checked or verified, and is not passing upon and assumes no responsibility for, the accuracy, completeness, or fairness thereof, or otherwise verified the statements made therein (it being understood that such counsel has prepared and reviewed the disclosures incorporated by reference in the Prospectus under the captions “Business—Regulatory,” and “Legal Proceedings”), as of the Closing Date no facts have come to the attention of such counsel that cause such counsel to believe that (i) the Registration Statement or the prospectus included therein (except for the financial statements and related notes and other financial or statistical data included therein or omitted therefrom, as to which such counsel need not comment) on the date the Registration Statement became effective and as of the date of this Agreement contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Prospectus (except for the financial statements and related notes and other financial or statistical data included therein or omitted therefrom, as to which such counsel need not comment) as of its date or as of the Closing Date contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

In rendering such opinion, such counsel may rely, without independent verification, (x) as to matters of fact, to the extent he deems appropriate, on

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certificates of responsible officers of the Company and public officials, and (y) as to matters involving the application of any jurisdiction other than the State of Illinois, the federal laws of the United States and the General Corporation Law of the State of Delaware, to the extent he deems appropriate and specified in such opinion, upon the opinion of other counsel of good standing whom he reasonably believes to be reliable and who are reasonably satisfactory to counsel for the Underwriters.

(f)The Underwriters shall have received on the Closing Date an opinion of Wachtell, Lipton, Rosen & Katz, counsel for the Selling Stockholders, dated the Closing Date, to the effect that:

(i)this Agreement has been duly authorized, executed and delivered by or on behalf of each of the Selling Stockholders;

(ii)each of the Forward Agreements has been duly authorized, executed and delivered by St. Paul Travelers and is a valid and binding agreement of St. Paul Travelers, enforceable in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

(iii)each of the Indemnity Agreements has been duly authorized, executed and delivered by St. Paul Travelers and is a valid and binding agreement of St. Paul Travelers, enforceable against St. Paul Travelers in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability, (C) may be limited by an implied covenant of good faith and fair dealing and (D) rights to indemnification may be limited by public policy;

(iv)the Repurchase Agreement has been duly authorized, executed and delivered by St. Paul Travelers and is a valid and binding agreement of St. Paul Travelers, enforceable against St. Paul Travelers in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

21

(v)the Separation Agreement has been duly authorized, executed and delivered by St. Paul Travelers and is a valid and binding agreement of St. Paul Travelers, enforceable against St. Paul Travelers in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

(vi)the execution and delivery by the applicable Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Forward Agreements, the Indemnity Agreements, the Repurchase Agreement and the Separation Agreement will not contravene any provision of applicable law, or the certificate of incorporation or by-laws of such Selling Stockholder, or, to such counsel’s knowledge, any agreement or other instrument binding upon such Selling Stockholder that is material to such Selling Stockholder and its subsidiaries taken as a whole, or, to such counsel’s knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, and no consent, approval, authorization or order of, or qualification with, any U.S. federal, New York State or State of Delaware governmental body or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement, the Forward Agreements, the Indemnity Agreements, the Repurchase Agreement and the Separation Agreement, except those which have been obtained and made, and as may be required by NASD or by the securities or Blue Sky laws of the various states in connection with offer and sale of the Shares (it being understood that this opinion is limited to those consents, approvals, authorizations, orders, and qualifications that, in such counsel’s experience, are normally applicable to transactions of the type contemplated by this Agreement); and

(vii)upon payment for the Shares to be sold by the Selling Stockholders pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede or such other nominee as may be designated by DTC, registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim within the meaning of Section 8-105 of the UCC to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim” (within the meaning of Section 8-102 of the UCC) to such Shares may be validly asserted against the Underwriters with respect to such security entitlement; in giving this

22

opinion, counsel for the Selling Stockholders may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

In rendering such opinion, such counsel may rely, without independent verification, (x) as to matters of fact, to the extent they deem appropriate, upon the representations of each Selling Stockholder contained herein and in other documents and instruments, provided that you are provided copies of such other documents and instruments and they are reasonably satisfactory to your counsel, and (y) as to legal matters, to the extent they deem appropriate and specified in such opinion, upon the opinion or opinions of other counsel of good standing whom they reasonably believe to be reliable and who are reasonably satisfactory to counsel for the Underwriters.

(g)The Underwriters shall have received on the Closing Date an opinion of Davis Polk & Wardwell, counsel for the Underwriters, dated the Closing Date, covering the matters referred to in Section 6(d)(iii) and the penultimate paragraph of Section 6(d), above, and further to the effect that the statements relating to legal matters or documents included in the Prospectus under the caption “Underwriting” fairly summarize in all material respects such matters or documents.

With respect to the penultimate paragraph in Section 6(d), above, Davis Polk & Wardwell may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement and Prospectus and any amendments or supplements thereto (other than the documents incorporated by reference) and upon review and discussion of the contents thereof (including documents incorporated by reference), but are without independent check or verification, except as specified.

The opinions of Wachtell, Lipton, Rosen & Katz described in Sections 6(d) and 6(f) above (and any opinions of counsel for the Selling Stockholders referred to in the immediately preceding paragraph) and the opinion of Alan G. Berkshire in Section 6(e) above shall be rendered to the Underwriters at the request of the Company or the Selling Stockholders, as the case may be, and shall so state therein.

(h)The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from KPMG LLP, independent public accountants, containing statements and information of

23

the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.

(i)The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date.

(j)The Share Repurchase shall have been consummated on or prior to the Closing  Date.

The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

7.Covenants of the Company. In further consideration of the agreements of the Underwriters herein contained, the Company covenants with each Underwriter as follows:

(a)To furnish to you, without charge, three signed copies of the Registration Statement (including exhibits thereto and documents incorporated by reference) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto but including documents incorporated by reference) and to furnish to you in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 7(c) below, as many copies of the Prospectus, any documents incorporated therein by reference and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.

(b)Before amending or supplementing the Registration Statement or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule.

(c)If, during such period after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters the Prospectus is required by law to be delivered in connection with sales by an Underwriter or

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dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Shares may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law.

(d)To use reasonable efforts to qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request.

(e)To make generally available to the Company’s security holders and to you as soon as practicable an earning statement covering the twelve-month period ending June 30, 2006 that satisfies the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.

8.Expenses.  Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, St. Paul Travelers agrees to pay or cause to be paid all expenses incident to the performance of the Selling Stockholders’ and the Company’s obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company’s counsel, the Company’s accountants and counsel for the Selling Stockholders in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 7(d) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky memorandum, (iv) all costs and expenses incident to listing the Shares on the New York Stock Exchange, (v) the cost of printing certificates representing the Shares, (vi) the costs and charges of any transfer agent, registrar or depositary, (vii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in

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connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives (who, for the avoidance of doubt, shall not include the Underwriters) and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (viii) the document production charges and expenses associated with printing this Agreement and (ix) all other costs and expenses incident to the performance of the obligations of the Company and the Selling Stockholders hereunder for which provision is not otherwise made in this Section.  It is understood, however, that except as provided in this Section, Section 9 entitled “Indemnity and Contribution” and the last paragraph of Section 11 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make.

The provisions of this Section shall not supersede or otherwise affect any agreement that the Company and the Selling Stockholders may otherwise have for the allocation of such expenses among themselves.

9.Indemnity and Contribution.  (a) The Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon (i) information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein, or (ii) the Selling Stockholder Information; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased Shares, or any person controlling such Underwriter or any affiliate of such Underwriter within the meaning of Rule 405 of the Securities Act, if a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Shares to such person, and if the Prospectus (as so amended or

26

supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by the Company with Section 7(a) hereof.

(b)Each Selling Stockholder agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to the Selling Stockholder Information; provided, however, that the foregoing indemnity agreement shall not cover any such losses, claims, damages or liabilities as are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein; and provided further, however, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased Shares, or any person controlling such Underwriter or any affiliate of such Underwriter within the meaning of Rule 405 of the Securities Act, if a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by the Company with Section 7(a) hereof.  The liability of each Selling Stockholder under the indemnity agreement contained in this paragraph shall be limited to an amount equal to the net proceeds received by such Selling Stockholder from the Underwriters in respect of the Shares sold by such Selling Stockholder under this Agreement.

(c)Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Selling Stockholders, the directors of the Company, the officers of the Company who sign the Registration Statement and each person, if any, who controls the Company or any Selling Stockholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by

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any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter through you expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus or any amendments or supplements thereto.

(d)In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a), 9(b) or 9(c), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding.  In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.  It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (i) the fees and expenses of more than one separate firm (in addition to any local counsel) for all Underwriters and all persons, if any, who control any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or who are affiliates of any Underwriter within the meaning of Rule 405 under the Securities Act, (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either such Section and (iii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Selling Stockholders and all persons, if any, who control the Selling Stockholders within the meaning of either such Section, and that all such fees and expenses shall be reimbursed as they are incurred.  In the case of any such separate firm for the Underwriters and such control persons and affiliates of any Underwriters, such firm shall be designated in writing by Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated.  In the case of any such separate firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company.  In the

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case of any such separate firm for the Selling Stockholders and such control persons of the Selling Stockholders, such firm shall be designated in writing by the Selling Stockholders.  The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

(e)To the extent the indemnification provided for in Section 9(a), 9(b) or 9(c) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand from the offering of the Shares or (ii) if the allocation provided by clause 9(e)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 9(e)(i) above but also the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.  The relative benefits received by the Company and the Selling Stockholders on the one hand and the Underwriters on the other hand in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Shares (before deducting expenses) received by the Selling Stockholders and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus Supplement, bear to the aggregate Public Offering Price of the Shares.  The relative fault of the Company or the Selling Stockholders on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Selling Stockholders or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The Underwriters’ respective obligations to contribute pursuant to this Section 9 are several in proportion to the respective number of Shares they have purchased hereunder, and not joint.  The liability of each Selling Stockholder under the contribution agreement contained in this paragraph shall be limited to an amount

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equal to the net proceeds received by such Selling Stockholder from the Underwriters in respect of the Shares sold by such Selling Stockholder under this Agreement.

(f)The Company, the Selling Stockholders and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(e).  The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 9, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(g)The indemnity and contribution provisions contained in this Section 9 and the representations, warranties and other statements of the Company and the Selling Stockholders contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter, either Selling Stockholder or any person controlling such Selling Stockholder, or the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Shares.

10.Termination.  The Underwriters may terminate this Agreement by notice given by you to the Company, if  after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, either the New York Stock Exchange or the Nasdaq National Market (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets, or any calamity or

30

crisis that, in your judgment, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Shares on the terms and in the manner contemplated in the Prospectus.

11.Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 11 by an amount in excess of one-ninth of such number of Shares without the written consent of such Underwriter.  If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased on such date, and arrangements satisfactory to you, the Company and the Selling Stockholders for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Stockholders.  In any such case either you or the Selling Stockholders shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected.  If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default.  Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

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If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any the Company or the Selling Stockholders to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company or the Selling Stockholders shall be unable to perform its obligations under this Agreement, the Company or the Selling Stockholders, as the case may be, will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

12.Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

13.Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

14.Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

15.Notices.  All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed or sent to you in care of Merrill Lynch, Pierce, Fenner & Smith Incorporated, 4 World Financial Center, New York, New York, 10281, Attention: John Erickson and Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New York 10036, Attention: Global Capital Markets; if to the Company shall be delivered, mailed or sent to Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois 60606 Attention: Alan G. Berkshire, Esq. and if to the Selling Stockholders shall be delivered, mailed or sent to The St. Paul Travelers Companies, Inc., 385 Washington Street, Saint Paul, MN 55102, Attention: Kenneth F. Spence, III.

[Signatures Follow]

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Very truly yours,
NUVEEN INVESTMENTS, INC.
By:	/s/ Alan G. Berkshire
	Name:	Alan G. Berkshire, Esq.
	Title:	Senior Vice President and General Counsel

THE ST. PAUL TRAVELERS COMPANIES, INC.
By:	/s/ Samuel Liss
	Name:	Samuel G. Liss
	Title:	Executive Vice President, Strategic Development

ST. PAUL FIRE AND MARINE INSURANCE COMPANY
By:	/s/ Samuel Liss
	Name:	Samuel G. Liss
	Title:	Executive Vice President, Strategic Development

Accepted as of the date hereof

MORGAN STANLEY & CO. INCORPORATED
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

Acting severally on behalf of themselves and
the several Underwriters named in
Schedule II hereto

By:	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:	/s/ William Egan
	Name:	William Egan
	Title:	Managing Director
By:	MORGAN STANLEY & CO. INCORPORATED
By:	/s/ John D. Tyree
	Name:	John D. Tyree
	Title:	Executive Director

SCHEDULE I

Selling Stockholder	Number of Firm Shares To Be Sold
The St. Paul Travelers Companies, Inc.	26,983,355
St. Paul Fire and Marine Insurance Company	12,325,800
Total:	39,309,155

I-1

SCHEDULE II

Underwriter	Number of Firm Shares To Be Purchased
Merrill Lynch, Pierce, Fenner & Smith Incorporated	12,176,796
Morgan Stanley & Co. Incorporated	12,176,796
Citigroup Global Markets Inc.	5,638,083
Banc of America Securities LLC	939,685
Deutsche Bank Securities Inc.	939,685
Goldman, Sachs & Co.	939,685
J.P. Morgan Securities Inc.	939,685
Lehman Brothers Inc.	939,685
UBS Securities LLC	939,685
Wachovia Capital Markets, LLC	939,685
A.G. Edwards & Sons, Inc.	939,685
Advest, Inc.	60,000
Robert W. Baird & Co. Incorporated	60,000
BB&T Capital Markets, A division of Scott & Stringfellow, Inc.	60,000
William Blair & Company L.L.C.	60,000
Crowell, Weedon & Co.	60,000
D.A. Davidson & Co.	60,000
Ferris, Baker Watts, Inc.	60,000
J.J.B. Hillard, W.L. Lyons, Inc.	60,000
Janney Montgomery Scott LLC	60,000
Johnston, Lemon & Co.	60,000

II-1

Keybanc Capital Markets, a Division of McDonald Investments Inc.	60,000
Legg Mason Wood Walker, Incorporated	60,000
Loop Capital Markets LLC	60,000
Melvin Securities, LLC	60,000
David A. Noyes & Company	60,000
Oppenheimer & Co. Inc.	60,000
Piper Jaffray & Co.	60,000
Ramirez & Co., Inc.	60,000
Raymond James & Associates, Inc.	60,000
RBC Capital Markets Corporation	60,000
Ryan Beck & Co., Inc.	60,000
Sanders Morris Harris Inc.	60,000
Muriel Siebert & Co., Inc.	60,000
Smith, Moore & Co.	60,000
Stephens Inc.	60,000
Stifel, Nicolaus & Company, Incorporated	60,000
Suntrust Capital Markets, Inc.	60,000
Wedbush Morgan Securities	60,000
Well Fargo Securities, LLC	60,000
The Williams Capital Group, L.P.	60,000
Total:	39,309,155

II-2

EXHIBIT A

[FORM OF LOCK-UP LETTER]

                         , 2005

Merrill Lynch, Pierce, Fenner & Smith Incorporated

4 World Financial Center

New York, NY 10281

Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York 10036

Dear Sirs and Mesdames:

The undersigned understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreements”) with Nuveen Investments, Inc., a Delaware corporation (the “Company”) and The St. Paul Travelers Companies, Inc., a Minnesota corporation and its wholly-owned subsidiary, St. Paul Fire and Marine Insurance Company, a Minnesota corporation (the “Selling Stockholders”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the Class A common stock, par value $0.01 per share of the Company (the “Common Stock”).

To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offerings, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise.  The foregoing sentence shall not apply to transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the

Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions.  In addition, the undersigned agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.  The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.

The undersigned understands that the Company, the Selling Stockholders and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering.  The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions.  The Public Offering will only be made pursuant to the Underwriting Agreement, the terms of which are subject to negotiation between the Company, the Selling Stockholders and the Underwriters.

Very truly yours,

(Name)

(Address)

2

EX-10.2

Exhibit 10.2

April 6, 2005

The St. Paul Travelers Companies, Inc.

385 Washington Street

St. Paul, MN 55102

Merrill Lynch International

c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated

4 World Financial Center

New York, NY 10281

Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Collateral Agent

4 World Financial Center

New York, NY 10281

Dear Sirs or Mesdames,

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into among us on the Trade Date specified below (the “Transaction”).  This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.

In this Confirmation, “Party A” means Merrill Lynch International, “Party B” means The St. Paul Travelers Companies, Inc., the “Collateral Agent” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, solely in its capacity as collateral agent for Party A, and “Agent” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, solely in its capacity as agent for Party A and Party B.

1.The definitions and provisions contained in the 2000 ISDA Definitions (the “ISDA Definitions”) and the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions” and, together with the ISDA Definitions, the “Definitions”), each as published by the International Swaps and Derivatives Association, Inc. (“ISDA”), are incorporated into this Confirmation.  In the event of any inconsistency between the ISDA Definitions and the Equity Definitions, the Equity Definitions shall govern.  In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation shall govern.  The Transaction is a Share Forward Transaction within the meaning set forth in the Equity Definitions, and, if Cash Settlement is applicable, shall consist of individual Tranches as described below.

This Confirmation shall supplement, form a part of and be subject to an agreement (the “Agreement”) in the form of the 1992 ISDA Master Agreement (Multicurrency—Cross Border) (the “ISDA Form”), as published by the International Swaps and Derivatives Association, Inc., as if Party A, Party B and the Collateral Agent had executed the ISDA Form (without any Schedule thereto) on the date hereof.  All provisions contained in the Agreement are incorporated into and shall govern this Confirmation except as expressly modified below.  This Confirmation evidences a complete and binding agreement among Party A, Party B and the Collateral Agent as to the terms of the Transaction to which it relates and replaces any previous agreement among Party A, Party B and the Collateral Agent with respect to the subject matter hereof.  This Confirmation, together with and all other confirmations or agreements between us referencing the ISDA Form, shall be deemed to supplement, form part of and be subject to the same, single Agreement.

If there exists any ISDA Master Agreement among Party A, Party B and the Collateral Agent or any confirmation or other agreement among Party A, Party B and the Collateral Agent pursuant to which an ISDA Master Agreement is deemed to exist among Party A, Party B and the Collateral Agent, then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement to which Party A, Party B and the Collateral Agent are parties, this Transaction shall not be considered a Transaction under, or otherwise governed by, such existing or deemed ISDA Master Agreement.

2.The terms of the particular Transaction to which this Confirmation relates are as follows:

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General Terms:

Trade Date:	April 7, 2005
Effective Date:	April 12, 2005
Seller:	Party B
Buyer:	Party A
Shares:	Class A common stock, par value $0.01, of Nuveen Investments, Inc. (the “Issuer”) (Exchange Symbol: “JNC”).
Tranches:	If Cash Settlement is applicable, the Transaction will consist of individual Tranches each with the terms and conditions as set forth in this Confirmation. The payments and deliveries to be made upon settlement of the Transaction shall be determined separately for each Tranche as if such Tranche were a separate Transaction.
Number of Shares:	If Cash Settlement is applicable, the Number of Shares for each Tranche shall be as set forth below.
	If Physical Settlement is applicable, the Number of Shares shall be 5,824,800.
Number of Shares for each Tranche:	For each Tranche, 15% (or such other percentage (not to exceed 20%) as Party B may elect by written notice to Party A at least three Exchange Business Days prior to the Valuation Date for such Tranche) of the average of the daily trading volume (such average, the “Relevant Trading Volume” for such Tranche) of the Shares on the Exchange for the four full calendar weeks preceding the First Valuation Date; provided that if on any Valuation Date for any Tranche, the Relevant Trading Volume for such Tranche exceeds (a) 5,824,800, minus (b) the aggregate number of Shares for all Tranches for which the relevant Valuation Date has occurred, then (x) the Number of Shares for such Tranche shall be the difference between the numbers set forth in clause (a) and clause (b) of this sentence and (y) such Tranche and the corresponding Valuation Date shall be the last Tranche and the last Valuation Date, as the case may be.
Prepayment:	Applicable
Conditions to Party A’s Obligation to Pay Prepayment Amount:	It shall be a condition to Party A’s obligation to pay the Prepayment Amount hereunder on the Prepayment Date that (i) Party B shall have performed its obligations under paragraphs 4, “Delivery of Collateral,” and 5, “Agreements to Deliver Documents,” below, and (ii) the offering of $275,060,000 of the 6.75% Mandatorily Exchangeable Securities due October 2007 issued pursuant to a Security dated as of April 12, 2005 issued under an indenture between

2

	Merrill Lynch & Co., Inc. (“Parent”) and JPMorgan Chase Bank, National Association, as trustee, shall have closed.
Prepayment Amount:	$184,290,200.
Variable Obligation:	Inapplicable
Exchange:	The New York Stock Exchange
Related Exchange(s):	All Exchanges

Valuation:

Valuation Date:	If Cash Settlement is applicable, a number of consecutive Scheduled Trading Days equal to the number of Tranches, starting on the First Valuation Date; provided that if the Valuation Date for any Tranche is a Disrupted Day, the Valuation Date for such Tranche shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day and that is not or is not deemed to be a Valuation Date in respect of any other Tranche under the Transaction; provided  further that if the Valuation Date for any Tranche has not occurred pursuant to the preceding proviso as of the tenth Scheduled Trading Day following the last Scheduled Valuation Date under the Transaction, that tenth Scheduled Trading Day shall be the Valuation Date for such Tranche (irrespective of whether such day is a Valuation Date in respect of any other Tranche) and the Calculation Agent shall determine its good faith estimate of the value for the Shares as of the Valuation Time on that tenth Scheduled Trading Day; provided further that if the First Valuation Date would be a date that is also a Valuation Date in respect of Cash Settlement under the transaction evidenced by the confirmation (the “MS Confirmation”) dated as of April 6, 2005 by and among Party B, Morgan Stanley & Co. International Limited, Morgan Stanley & Co. Incorporated, as collateral agent and Morgan Stanley & Co. Incorporated, as agent, then Party B shall so notify Party A, and the First Valuation Date hereunder shall be the first Exchange Business Day after the final Valuation Date (as such term is defined in the MS Confirmation) under the MS Confirmation.
	If Physical Settlement is applicable, the Valuation Date shall be December 30, 2005.
First Valuation Date:	If Cash Settlement is Applicable, December 31, 2005.
Acceleration of the Valuation Date:	Notwithstanding the foregoing, at any time, Party B may on five Scheduled Trading Days’ prior written notice (an “Acceleration Notice”) to Party A (which Acceleration Notice shall include Party’s B Settlement Election Method) elect to accelerate the Valuation Date (if Physical Settlement is applicable) or the First Valuation Date (if Cash Settlement is applicable), as the case may be, to a date specified by Party B in such Acceleration Notice; provided that if Physical Settlement is applicable, Party B shall have the right to

3

	accelerate the Valuation Date only with respect to a Number of Shares that would not, upon delivery of such Number of Shares to Party A on the Settlement Date, disregarding, for this purpose only, the effect of the provisions set forth under “Limitation on Receipt of Shares” below, cause Parent to directly or indirectly own, control or hold with the power to vote (as such terms are used in Section 2(a)(3) of the Investment Company Act of 1940, as amended (the “1940 Act”)) at such time in excess of 4.9% of the outstanding Shares. If the Valuation Date is accelerated only with respect to a Number of Shares that is less than the total Number of Shares for the Transaction as a result of the proviso to the immediately preceding sentence, then (i) settlement shall occur in respect of such accelerated Valuation Date as if the Number of Shares for the Transaction were the Number of Shares with respect to which such Valuation Date is accelerated and (ii) the Transaction shall continue with a Number of Shares equal to the Number of Shares with respect to which the Valuation Date is not (or has not previously been) accelerated.
	If, upon receipt of an Acceleration Notice, Party A determines that it cannot take delivery of the number of Shares that are the subject of such Acceleration Notice in light of the proviso to the first sentence of the immediately preceding paragraph, Party A shall notify Party B of the number of Shares that Party A would be able to accept delivery of without directly or indirectly owning, controlling or holding with the power to vote (as such terms are used in Section 2(a)(3) of the 1940 Act) immediately after such delivery in excess of 4.9% of the outstanding Shares, and settlement shall occur on the Settlement Date with respect to such Number of Shares.
	After delivering the notice described in the immediately preceding paragraph, Party A shall notify Party B as promptly as practicable on any date on which it would be able to accept delivery of Shares if, after giving effect to such delivery, Parent would not directly or indirectly own, control or hold with the power to vote (as such terms are used in Section 2(a)(3) of the 1940 Act) at such time in excess of 4.9% of the outstanding Shares (such notification to include the number of Shares that Party A would be able to accept delivery of without Parent directly or indirectly owning, controlling or holding with the power to vote (as such terms are used in Section 2(a)(3) of the 1940 Act) immediately after such delivery in excess of 4.9% of the outstanding Shares). Upon receipt of a notice described in the immediately preceding sentence, Party B shall be deemed to have accelerated to the Exchange Business Day immediately following the date such notice is given the Valuation Date pursuant to the first sentence of the second preceding paragraph (subject to the proviso thereto).
Settlement Price:	On any day, the sum of (a) $0.05, and (b) the Rule 10b-18 U.S. Dollar volume weighted average price per Share as displayed on Bloomberg screen

4

“JNC.N<EQUITY>_AQR_SEC”, or any successor screen that the Calculation Agent deems appropriate for such day to determine the Settlement Price.

Settlement Terms:

Settlement Method Election:	Applicable
Electing Party:	Party B
Settlement Method Election Date:	Subject to the provision opposite the caption “Acceleration of the Valuation Date” above, the date that is five Scheduled Trading Days prior to the Valuation Date (if Physical Settlement will be applicable) or the First Valuation Date (if Cash Settlement will be applicable), as the case may be.
Default Settlement Method:	Physical Settlement
Automatic Physical Settlement:	If (x) Party B has not elected Cash Settlement, (y) by 11:00 a.m., New York City time, on the Settlement Date, Party B has not otherwise effected delivery of the Number of Shares to be Delivered and (z) the Collateral then includes Shares or Class B common stock, par value $0.01, of the Issuer (“Class B Shares”), then the delivery required by Section 9.2 of the Equity Definitions shall be effected, in whole or in part, as the case may be, by delivery from the Collateral Account (as defined below under “Collateral Provisions”) to Party A of a number of Shares (it being understood that any Class B Shares constituting Collateral will be converted into Shares as described in the Issuer Acknowledgment (as defined below)) equal to the Number of Shares to be Delivered.
Settlement Currency:	U.S. Dollars
Settlement Cycle:	The parties hereto agree and acknowledge that as of the Trade Date, the Settlement Cycle is three (3) Clearance System Business Days.

Limitation on Receipt of Shares: Notwithstanding any other provisions of this Confirmation, Party A shall not be entitled to receive Shares or Class B Shares under this Confirmation (whether in connection with a settlement or early termination of the Transaction or any foreclosure or other exercise of rights or remedies with respect to any Collateral or otherwise) to the extent (but only to the extent) that such receipt would result in Parent directly or indirectly beneficially owning (as such term is defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or otherwise directly or indirectly owning, controlling or holding with the power to vote (as such terms are used in Section 2(a)(3) of the 1940 Act) at any time in excess of 4.9% of the outstanding Shares. Any purported delivery under this Confirmation shall be void and have no effect to the extent (but only to the extent) that such delivery would result in Parent directly or indirectly so beneficially owning or otherwise directly or indirectly

5

owning, controlling or holding with the power to vote (as such terms are used in Section 2(a)(3) of the 1940 Act) in excess of 4.9% of the outstanding Shares. Except as otherwise provided herein, if any delivery owed to Party A under this Confirmation is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Currency Business Day after, Party A gives notice to Party B that such delivery would not result in Parent directly or indirectly beneficially owning or otherwise directly or indirectly owning, controlling or holding with the power to vote (as such terms are used in Section 2(a)(3) of the 1940 Act) in excess of 4.9% of the outstanding Shares.

Notwithstanding the preceding paragraph, as of the earlier of March 31, 2006 and the date 90 calendar days immediately following the date (if any) to which the Valuation Date is accelerated pursuant to “Acceleration of the Valuation Date” above, Party B shall have the right to deliver to Party A any remaining number of Shares required to be delivered hereunder in settlement of the Transaction irrespective of whether such delivery would result in Parent directly or indirectly beneficially owning (as such term is defined for purposes of Section 13(d) of the Exchange Act) or otherwise directly or indirectly owning, controlling or holding with the power to vote (as such terms are used in Section 2(a)(3) of the 1940 Act) at any time in excess of 4.9% of the outstanding Shares.

Dividends:

Extraordinary Dividend:

Any dividend or distribution on the Shares (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) or (B) of the Equity Definitions).

Payment Obligation in Respect of Extraordinary Dividends:

In the event of any Extraordinary Dividend for which the ex-dividend date occurs during the period from, but excluding, the Trade Date to, and including, the Valuation Date (or, in the case that Cash Settlement applies, the last Valuation Date), Party B shall make a delivery or payment to Party A, on the date that such Extraordinary Dividend is delivered or paid to holders of Shares, of the type of property or cash, as the case may be, delivered or paid by the Issuer in such Extraordinary Dividend in an amount equal to the product of (i) the Number of Shares on the ex-dividend date for such Extraordinary Dividend (assuming Physical Settlement were applicable; provided that if such ex-dividend date occurs after the first Valuation Date and Cash Settlement is applicable, the “Number of Shares” for purposes of this clause (i) shall be the Number of Shares on the ex-dividend date for such Extraordinary Dividend (assuming Physical Settlement were applicable), minus the aggregate Number of Shares for all Tranches for which the Valuation Date has occurred prior to

6

	such ex-dividend date) and (ii) the amount of property or cash, as the case may be, that would be received by a holder of one Share in connection with such Extraordinary Dividend, as determined by the Calculation Agent.
Excess Dividend Amount:	For the avoidance of doubt, all references to the Excess Dividend Amount shall be deleted from Section 8.4(b) and 9.2(a)(iii) of the Equity Definitions.

Share Adjustments:

Method of Adjustment: Calculation Agent Adjustment; provided that (i) no adjustment shall be made in connection with a Potential Adjustment Event that would require full or partial Cash Settlement of the Transaction and (ii) no adjustment shall be made that would result in Party B being required to purchase additional Shares for delivery hereunder (it being understood that certain adjustments, including without limitation adjustments for stock splits or stock dividends, will increase the Number of Shares).

Extraordinary Events:

Consequences of Merger Events:

Share-for-Share:	Alternative Obligation
Share-for-Other:	Alternative Obligation
Share-for-Combined:	Alternative Obligation
Composition of Combined Consideration:	Not Applicable

Tender Offer:	Not Applicable
Nationalization, Insolvency or Delisting:	Negotiated Close-Out; provided that the phrase “, provided that any Physically-settled Transaction will, at the election of either party, become a Transaction to which Cash Settlement is applicable” shall be deleted from Section 12.6(c)(i) of the Equity Definitions.

Additional Disruption Events:

Change in Law:	On or prior to October 1, 2005, Not Applicable. On and after October 1, 2005, Applicable; provided that clause (Y) in the definition thereof in Section 12.9(a)(ii) of the Equity Definitions shall be deleted.
Failure to Deliver:	Not Applicable
Insolvency Filing:	Not Applicable
Hedging Disruption:	Not Applicable

7

Increased Cost of Hedging:	Not Applicable
Loss of Stock Borrow:	Not Applicable

Non-Reliance:	Applicable
Agreements and Acknowledgments Regarding Hedging Activities:	Applicable
Additional Acknowledgments:	Applicable
Credit Support Documents:	Section 4 shall be a Credit Support Document under the Agreement with respect to Party B.
	The guarantee described below opposite the caption “Guarantee of Parent” shall be a Credit Support Document under the Agreement with respect to Party A, and Parent shall be a Credit Support Provider in relation to Party A.
Guarantee of Parent	It shall be a condition to the effectiveness of this Confirmation that Parent has executed a guarantee in substantially the form attached hereto as Annex B.
Default Under Specified Transaction:	Not Applicable

Account Details:

Payments to Party A:	TBD
Payments to Party B:	TBD
Delivery of Shares to Party A:	TBD

Office:

Party A is not a Multibranch Party; Party B is not a Multibranch Party.

Calculation Agent:

Party A. The Calculation Agent shall have no responsibility for good faith, non-negligent errors or omissions in any determination under the Transaction; provided that any such errors or omissions shall be corrected promptly once discovered. Calculations and determinations by the Calculation Agent shall be made after consultation with Party B if such consultation is, in the Calculation Agent’s judgment, reasonably practicable (it being understood that such consultation will not be reasonably practicable in connection with some adjustments and determinations required to be made by the Calculation Agent).

3.Other Provisions:

Additional Representations and Warranties of Party B:

Party B hereby represents and warrants to Party A as of the date hereof and as of every day from the date hereof to and including the Trade Date, that:

8

1.Party B is an “eligible contract participant” as such term is defined in Section 1(a)(12) of the Commodity Exchange Act, as amended.

2.Party B is not and, after giving effect to the transactions contemplated hereby, will not be an “investment company” as such term is defined in the 1940 Act.

3.Party B is, and shall be as of the date of any payment or delivery by Party B hereunder, solvent and able to pay its debts as they come due, with assets having a fair value greater than liabilities and with capital sufficient to carry on the businesses in which it engages.

4.Party B (a) has timely filed, caused to be timely filed or shall timely file or cause to be timely filed all material tax returns that are required to be filed by it as of the date hereof and (b) has paid all material taxes shown to be due and payable on said returns or on any assessment made against it or any of its property and all other material taxes, assessments, fees, liabilities or other charges imposed on it or any of its property by any governmental authority, unless in each case the same are being contested in good faith.  For purposes of determining whether a tax return has been timely filed, any extensions shall be taken into account.

5.Party B’s holding period (calculated in accordance with Rule 144(d) under the Securities Act of 1933, as amended (the “Securities Act”)) with respect to the Initial Pledged Items commenced at least two years prior to the Trade Date.  Party B agrees that Party B has not (i) created or permitted to exist any Lien (other than the security interests) or any Transfer Restriction (other than the Existing Transfer Restrictions, as defined in Section 4 below) upon or with respect to the Collateral, (ii) sold or otherwise disposed of, or granted any option with respect to, any of the Collateral or (iii) entered into or consented to any agreement (other than, in the case of clause (x), this Confirmation) (x) that restricts in any manner the rights of any present or future owner of any Collateral with respect thereto or (y) pursuant to which any person other than Party B, Party A and any securities intermediary through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have Control in respect of any Collateral.  “Control” means “control” as defined in Section 8-106 and 9-106 of the Uniform Commercial Code as in effect in the State of New York (“UCC”).

6.Other than financing statements or other similar or equivalent documents or instruments with respect to the security interests in the Collateral created by Section 4 below, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral.

7.All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) at any time pledged hereunder is and shall be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and is and will be (i) certificated (and the certificate or certificates in respect of such securities or financial assets are and shall be located in the United States) and registered in the name of Party B or held through a securities intermediary whose securities intermediary’s jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Party B or held through a securities intermediary whose securities intermediary’s jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable Party A to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Party A will

9

have Control, subject to no prior Lien.  The parties hereto agree to negotiate in good faith any such procedures or amendments.

8.No registration, recordation or filing with any governmental body, agency or official is required or necessary for the validity or enforceability hereof or for the perfection or enforcement of the security interests in the Collateral created by Section 4 below, other than the filing of financing statement in any appropriate jurisdiction.

9.Party B has not performed and shall not perform any acts that might prevent Party A from enforcing any of the terms of Section 4, “Collateral Provisions,” or that might limit Party A in any such enforcement.

10.As of the date hereof, Party B is not in possession of any material non-public information regarding the Issuer.

U.S. Private Placement Representations:

Each of Party A and Party B hereby represents and warrants to the other party as of the date hereof that:

1.It is an “accredited investor” (as defined in Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Transaction, and it is able to bear the economic risk of the Transaction.

2.It is entering into the Transaction for its own account and not with a view to the distribution or resale of the Transaction or its rights thereunder except pursuant to a registration statement declared effective under, or an exemption from the registration requirements of, the Securities Act.

Covenant Regarding Exchange Act Filings:

1.Each of Party A and Party B agrees that such party and its affiliates will comply with all applicable disclosure or reporting requirements in respect of the Transaction, including, without limitation, any requirement imposed by Section 13 or Section 16 of the Exchange Act, if any, and it shall provide the other party with a copy of any report filed in respect of the Transaction promptly upon filing thereof.

Payments on Early Termination:

Upon (x) the occurrence or effective designation of an Early Termination Date in respect of the Transaction or (y) the occurrence of an Extraordinary Event that results in the cancellation or termination of the Transaction pursuant to Section 12.9 of the Equity Definitions (any such event as described in clause (x) or (y) above, an “Early Termination Event”), if Party B would owe any amount to Party A pursuant to Section 6(d)(ii) of the Agreement (determined as if the Transaction were the only Transaction under the Agreement) or any Cancellation Amount pursuant to Section 12.9 of the Equity Definitions (any such amount, a “Party B Payment Amount” and any Early Termination Event that would so result in Party B owing any such amount, a “Party B Payment Event”), then, except to the extent that Party A proceeds to realize upon the Collateral and to apply the proceeds of such realization to any obligation of Party B hereunder and under the Agreement, and except to the extent that such delivery would cause Party B to cease to be in compliance with Section 7(c) of the Repurchase Agreement dated as of March 29, 2005 between the Issuer and Party B (the “Repurchase Agreement”) (provided that for purposes of this sentence such Section 7(c) shall be deemed not to include the words “and the occurrence of the Settlement Date”) on the date on which any Party B Payment Amount is due, in lieu of any payment or delivery of such Party B Payment Amount, Party B shall deliver to Party A a number of Shares (or, if the Shares have been

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converted into other securities or property in connection with an Extraordinary Event, a number or amount of such securities or property) with a value equal to the Party B Payment Amount based on the market value of the Shares (or such other securities or property) as of the Early Termination Date or the date as of which the Cancellation Amount is determined, as the case may be, as determined by the Calculation Agent.

Securities Contract:

The parties hereto acknowledge that it is intended that each of Party A and the Collateral Agent will qualify as a “stockbroker” within the meaning of Section 101 (53A) of Title 11 of the United States Code (the “Bankruptcy Code”) and that Party A is a “customer” of the Collateral Agent within the meaning Section 741(2) of the Bankruptcy Code. The parties hereto further intend that the Transaction is a “securities contract”, as such term is defined in Section 741(7) of the Bankruptcy Code, entitled to the protection of, among other provisions, Sections 555 and 362(b)(6) of the Bankruptcy Code, and that each payment or delivery of cash, Shares or other property or assets hereunder is a “settlement payment” within the meaning of Section 741(8) of the Bankruptcy Code.

Assignment:

The rights and duties under this Confirmation may not be assigned or transferred by Party B without the prior written consent of Party A, such consent not to be unreasonably withheld.

Notwithstanding the provisions of Section 7 of the Agreement, Party A may assign its rights and delegate its obligations under this Transaction (including, for the avoidance of doubt, the right to receive any deliveries or payments pursuant to the provision opposite the caption “Payment Obligation in Respect of Extraordinary Dividends”), in whole or in part, (a) to any affiliate of Party A or (b) to any non-affiliate of Party A with the prior written consent of Party B, such consent not to be unreasonably withheld, in each case effective upon the delivery to Party B of both (i) an executed acceptance and assumption by the assignee of the transferred obligations of Party A under the Transaction (the “Transferred Obligations”); and (ii) an executed guarantee of Party A’s Credit Support Provider of the Transferred Obligations; provided, however, that Party A may not assign its rights or delegate its obligations under this Transaction if such assignment or delegation shall result in an (A) Event of Default with respect to which Party A is the Defaulting Party, a Termination Event, a Potential Event of Default with respect to which Party A would be the Defaulting Party or a potential Termination Event, (B) Party B being required to pay to the transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii), or 6(e)) greater than the amount that Party B would have been required to pay to Party A in the absence of such transfer, or (C) Party B receiving a payment from which an amount has been withheld or deducted, on account of a Tax under Section 2(d)(i) (except in respect of interest under Section 2(e), 6(d)(ii), or 6(e)), in excess of the amount that Party A would have been required to so withhold or deduct in the absence of such transfer, unless the transferee would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such withholding or deduction.

The Agent may assign or transfer any of its rights or duties hereunder without the prior written consent of the other parties hereto to any affiliate of Party A, so long as such affiliate is a broker-dealer registered with the Securities and Exchange Commission.

The Collateral Agent may assign or transfer any of its rights or duties hereunder without the prior written consent of the other parties hereto to any affiliate of Party A, so long as such affiliate qualifies as a “stockbroker” within the meaning of Section 101 (53A) of Title 11 of the Bankruptcy Code.

Non-Confidentiality:

The parties hereby agree that (i) effective from the date of commencement of discussions concerning the Transaction, Party B and each of its employees, representatives, or other agents may disclose to

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any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and (ii) Party A does not assert any claim of proprietary ownership in respect of any description contained herein or therein relating to the use of any entities, plans or arrangements to give rise to a particular United States federal income tax treatment for Party B.

Matters relating to Agent.

1.Agent shall act as “agent” for Party A and Party B in connection with the Transaction.

2.Agent will furnish to Party B upon written request a statement as to the source and amount of any remuneration received or to be received by Agent in connection herewith.

3.Agent has no obligation hereunder, by guaranty, endorsement or otherwise, with respect to performance of Party A’s obligations hereunder or under the Agreement.

4.Party A is not a member of the Securities Investor Protection Corporation.

4.Collateral Provisions:

a.Delivery of Collateral:

On or prior to the Trade Date, Party B shall deliver to the Collateral Agent, as agent for and for the benefit of Party A, in pledge hereunder, Eligible Collateral consisting of a number of Class B Shares equal to 5,000,000 (the “Minimum Number”) in the manner set forth below.  On or prior to April 8, 2005, Party B shall deliver to the Collateral Agent, as agent for and for the benefit of Party A, in pledge hereunder, Eligible Collateral consisting of a number of Class B Shares equal to the Number of Shares (assuming Physical Settlement were applicable) minus the Minimum Number (the Shares delivered pursuant to this sentence and the Shares delivered pursuant to the immediately preceding sentence collectively referred to herein as the “Initial Pledged Items”) in the manner set forth below.  “Eligible Collateral” means Shares or Class B Shares; provided that Party B has good and marketable title thereto, free of all of any and all lien, mortgage, interest, pledge, charge or encumbrance of any kind (other than the security interests in the Collateral created hereby, a “Lien”) and Transfer Restrictions (other than the Existing Transfer Restrictions) and that the Collateral Agent, as agent for and for the benefit of Party A, has a valid, first priority perfected security interest therein, a first lien thereon and Control with respect thereto.  “Transfer Restriction” means, with respect to any item of collateral pledged hereunder, any condition to or restriction on the ability of the owner thereof to sell, assign or otherwise transfer such item of collateral or enforce the provisions thereof or of any document related thereto whether set forth in such item of collateral itself or in any document related thereto, including, without limitation, (i) any requirement that any sale, assignment or other transfer or enforcement of such item of collateral be consented to or approved by any Person, including, without limitation, the issuer thereof or any other obligor thereon, (ii) any limitations on the type or status, financial or otherwise, of any purchaser, pledgee, assignee or transferee of such item of collateral, (iii) any requirement of the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document of any Person to the issuer of, any other obligor on or any registrar or transfer agent for, such item of collateral, prior to the sale, pledge, assignment or other transfer or enforcement of such item of collateral and (iv) any registration or qualification requirement or prospectus delivery requirement for such item of collateral pursuant to any federal, state or foreign securities law (including, without limitation, any such requirement arising under Section 5 of the Securities Act as a result of such security being a “restricted security” or Party B being an “affiliate” of the issuer of such security, as such terms are defined in Rule 144 under the Securities Act, or as a result of the sale of such security being subject to paragraph (c) of Rule 145 under the Securities Act); provided that the required delivery of any assignment, instruction or entitlement order from the seller, Party B, assignor or transferor of such item of collateral, together with any evidence of the corporate or other authority of such Person, shall not constitute a “Transfer Restriction”.  “Existing Transfer Restrictions” means Transfer Restrictions existing with respect to any securities by virtue of the fact that Party B is an “affiliate”, within the meaning of Rule 144 under the Securities Act, of the Issuer and the requirements under the Repurchase Agreement with regard to ownership by Party B of the Class B Shares.  “Person” means an individual, a corporation, a limited

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liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

Any delivery of any securities or security entitlements (each as defined in Section 8-102 of the UCC) as Collateral to the Collateral Agent, as agent for and for the benefit of Party A, by Party B shall be effected (A) in the case of Collateral consisting of certificated securities registered in the name of Party B, by delivery of certificates representing such securities to the Collateral Agent, accompanied by any required transfer tax stamps, and in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, all in form and substance satisfactory to the Collateral Agent and Party A, and the crediting by the Collateral Agent of such securities to a securities account (as defined in Section 8-501 of the UCC) (the “Collateral Account”) of Party A maintained by the Collateral Agent, (B) in the case of Collateral consisting of uncertificated securities registered in the name of Party B, by transmission by Party B of an instruction to the issuer of such securities instructing such issuer to register such securities in the name of the Collateral Agent or its nominee, accompanied by any required transfer tax stamps, the issuer’s compliance with such instructions and the crediting by the Collateral Agent of such securities to the Collateral Account, (C) in the case of securities in respect of which security entitlements are held by Party B through a securities intermediary, by the crediting of such securities, accompanied by any required transfer tax stamps, to a securities account of the Collateral Agent at such securities intermediary or, at the option of Party A, at another securities intermediary satisfactory to Party A and the crediting by the Collateral Agent of such securities to the Collateral Account or (D) in any case, by complying with such alternative delivery instructions as Party A shall provide to Party B in writing.

b.Grant of Security Interests in the Collateral:

In order to secure the full and punctual observance and performance of the covenants and agreements contained in this Confirmation and in the Agreement, Party B hereby assigns and pledges to the Collateral Agent, as agent for and for the benefit of Party A, and grants to the Collateral Agent, as agent for and for the benefit of Party A, as secured party, security interests in and to, and a lien upon and right of set-off against, and transfers to the Collateral Agent, as agent for and for the benefit of Party A, as and by way of a security interest having priority over all other security interests, with power of sale, all of Party B’s right, title and interest in and to (i) the Initial Pledged Items; (ii) all additions to and substitutions for the Initial Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged  hereunder) (such additions and substitutions, the “Additions and Substitutions”); (iii) the Collateral Account of Party A maintained by the Collateral Agent and all securities and other financial assets (each as defined in Section 8-102 of the UCC) and other funds, property or assets from time to time held therein or credited thereto; and (iv) all income, proceeds and collections received or to be received, or derived or to be derived, at the time that the Initial Pledged Items were delivered to the Collateral Agent or any time thereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Party B, with respect to Party B) from or in connection with the Initial Pledged Items or the Additions and Substitutions (collectively, the “Collateral”).  The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account shall be treated as financial assets (as defined in Section 8-102 of the UCC).

c.Certain Covenants of Party B relating to the Collateral:

Party B agrees that, so long as any of Party B’s obligations under the Agreement remain outstanding:

1.Party B shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described hereunder as necessary to cause such requirement to be met.  “Collateral Event of Default” means, at any time, the occurrence of either of the following:  (A) failure of the Collateral to include, as Eligible Collateral, a number of Shares or Class B Shares at least equal to the Number of Shares (assuming Physical Settlement were applicable) or (B) failure at any time of the security interests in the Collateral created hereby to constitute valid and perfected security interests in all of the Collateral, subject to no prior, equal or junior Lien, and, with respect to any Collateral consisting of securities or security entitlements (each as defined in Section 8-102 of the

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UCC), as to which the Collateral Agent has Control, or, in each case, assertion of such by Party B in writing.

2.Party B shall, at its own expense and in such manner and form as the Collateral Agent or Party A may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable in order to (i) create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto, (ii) create or maintain Control with respect to any such security interests in any investment property (as defined in Section 9-102(a) of the UCC) or (iii) enable the Collateral Agent and Party A to exercise and enforce their respective rights hereunder with respect to such security interest.

3.Party B shall warrant and defend Party B’s title to the Collateral, subject to the rights of the Collateral Agent and Party A, against the claims and demands of all persons.  The Collateral Agent or Party A may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral.

4.Party B agrees that Party B shall not change (i) Party B’s name in any manner or (ii) Party B’s “location” (as defined in Section 9-307 of UCC), unless Party B shall have given the Collateral Agent and Party A not less than 10 days’ prior notice thereof.

5.Party B agrees that Party B shall not (i) create or permit to exist any Lien (other than the security interests in the Collateral created hereby) or any Transfer Restriction upon or with respect to the Collateral, (ii) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (iii) enter into or consent to any agreement (x) that restricts in any manner the rights of any present or future owner of any Collateral with respect thereto (other than this Confirmation) or (y) pursuant to which any person other than Party B, the Collateral Agent, Party A and any securities intermediary through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or shall have Control in respect of any Collateral.  For the avoidance of doubt, notwithstanding anything herein to the contrary, Party B shall have the right to instruct the Collateral Agent, by written notice delivered to the Collateral Agent and Party A, to cause any Class B Shares that constitute Collateral to be converted into Shares in accordance with the terms of the Issuer’s restated certificate of incorporation (the “Certificate of Incorporation”) to the extent necessary to comply with Party B’s obligations under Section 7(e) of the Repurchase Agreement.

d.Administration of the Collateral and Valuation of Securities:

1.The Collateral Agent shall determine on each Business Day whether a Collateral Event of Default shall have occurred.  If on any Business Day the Collateral Agent determines that a Collateral Event of Default shall have occurred, the Collateral Agent shall promptly notify Party B of such determination by telephone call to Party B followed by a written confirmation of such call.  If on any Business Day the Collateral Agent determines that no Default Event or failure by Party B to meet any of Party B’s obligations under “Certain Covenants of Party B relating to the Collateral” or under this section has occurred and is continuing, Party B may obtain the release from the security interests in the Collateral created hereby of any Collateral upon delivery to the Collateral Agent and Party A of a written notice from Party B indicating the items of Collateral to be released so long as, after such release, no Collateral Event of Default shall have occurred. “Default Event” means any Collateral Event of Default, any Event of Default with respect to Party B or any Termination Event with respect to which Party B is the Affected Party or an Affected Party or an Extraordinary Event that results in an obligation of Party B to pay an amount pursuant to Section 12.9 of the Equity Definitions.

2.Party B may pledge additional Eligible Collateral hereunder at any time by delivering the same pursuant to the provisions of “Delivery of Collateral” above.  Concurrently with the delivery of any additional Eligible Collateral, Party B shall deliver to the Collateral Agent and Party A a certificate, dated the date of such delivery, (i) identifying the additional items of Eligible Collateral being pledged and (ii) certifying that with respect to such items of additional Eligible Collateral the representations

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and warranties contained in paragraphs 6, 7, 8 and 10 under Additional Representations and Warranties above are true and correct with respect to such Eligible Collateral on and as of the date thereof.

3.If a Default Event has occurred and is continuing, the Collateral Agent or Party A may at any time or from time to time, in its sole discretion, cause any or all of the Collateral that is registered in the name of Party B or Party B’s nominee to be transferred of record into the name of the Collateral Agent, Party A or its nominee.  Party B shall promptly give to the Collateral Agent and Party A copies of any notices or other communications received by Party B with respect to Collateral that is registered, or held through a securities intermediary, in the name of Party B or Party B’s nominee and the Collateral Agent or Party A shall promptly give to Party B copies of any notices and communications received by the Collateral Agent or Party A with respect to Collateral that is registered, or held through a securities intermediary, in the name of Collateral Agent, Party A or its nominee.

4.Party B agrees that Party B shall forthwith upon demand pay to Party A:

(i)the amount of any taxes that Party A or the Collateral Agent may have been required to pay by reason of the security interests in the Collateral created hereby or to free any of the Collateral from any Lien thereon; and

(ii)the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and disbursements of counsel and of any other experts, that Party A or the Collateral Agent may incur in connection with (A) the enforcement of this pledge, including such expenses as are incurred to preserve the value of the Collateral and the validity, perfection, rank and value of the security interests in the Collateral created hereby, (B) the collection, sale or other disposition of any of the Collateral, (C) the exercise by the Collateral Agent or Party A of any of the rights conferred upon it hereunder or (D) any Default Event.

Any such amount not paid on demand shall bear interest (computed on the basis of a year of 360 days and payable for the actual number of days elapsed) at a rate per annum equal to 5% plus the prime rate as published from time to time in The Wall Street Journal, Eastern Edition.

e.No Rehypothecation of Collateral:

The parties hereto agree that each of the Collateral Agent and Party A may not sell, lend, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use in its business any Collateral.

f.Income and Voting Rights in Collateral:

The Collateral Agent, as agent for and for the benefit of Party A, shall have the right to receive and retain as Collateral hereunder all proceeds of the Collateral, including, without limitation, any Extraordinary Dividend (other than any Extraordinary Dividend in respect of Class A Shares constituting Collateral, which Extraordinary Dividend shall be promptly remitted to the Collateral Agent if not otherwise promptly paid to Party A) and interest (such proceeds as the Collateral Agent, as agent for and for the benefit of Party A, shall have the right to receive and retain at any time, “Retained Proceeds”), and Party B shall take all such action as the Collateral Agent shall deem necessary or appropriate to give effect to such right.  All such Retained Proceeds that are received by Party B shall be received in trust by the Collateral Agent, as agent for and for the benefit of Party A, and, if the Collateral Agent or Party A so directs, shall be segregated from other funds of Party B and shall, forthwith upon demand by Party A, be delivered over to the Collateral Agent, as agent for and for the benefit of Party A, as Collateral in the same form as received (with any necessary endorsement).  Notwithstanding anything herein to the contrary, Party B shall have the right with respect to each dividend or distribution on the Collateral to direct the Collateral Agent, as agent for and for the benefit of Party A, to deliver the Retained Proceeds related to such dividend or distribution to Party A in satisfaction of Party B’s obligation to make delivery or payment to Party A as described in the provision opposite the caption “Payment Obligation in Respect of Extraordinary Dividends.”

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Unless a Default Event shall have occurred and be continuing, Party B shall have the right, from time to time, to exercise all voting rights, including all special governance rights granted under the Certificate of Incorporation in respect of the Collateral, and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral.

If a Default Event shall have occurred and be continuing, Party A shall have the right, to the extent permitted by law, and Party B shall take all such action as may be necessary or appropriate to give effect to such right, to instruct the Collateral Agent to exercise all voting rights, including all special governance rights granted under the Certificate of Incorporation in respect of the Collateral, and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral with the same force and effect as if the Collateral Agent were the absolute and sole owner thereof.

g.Remedies upon Party B Payment Events:

If any Party B Payment Event shall have occurred, the Collateral Agent, as agent for and for the benefit of Party A, may exercise all the rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition but except to the extent that such delivery would cause Party B to cease to be in compliance with Section 7(c) of the Repurchase Agreement (provided that for purposes of this sentence such Section 7(c) shall be deemed not to include the words “and the occurrence of the Settlement Date”), without being required to give any notice except as herein provided or as may be required by mandatory provisions of law, may deliver or cause to be delivered to itself from the Collateral Account in whole or partial, as the case may be, satisfaction of Party B’s obligations to deliver Shares under this Confirmation, a number of Shares then held in the Collateral Account, not to exceed the number of Shares required to be delivered pursuant to this Confirmation, whereupon the Collateral Agent, as agent for and for the benefit of Party A, shall hold such Shares absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of Party B that may be waived or any other right or claim of Party B, and Party B, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that Party B has or may have under any law now existing or hereafter adopted.

Party B hereby irrevocably appoints the Collateral Agent, as agent for and for the benefit of Party A, as Party B’s true and lawful attorney (which power of attorney is coupled with an interest), with full power of substitution, in the name of Party B, Party A or otherwise, for the sole use and benefit of the Collateral Agent, as agent for and for the benefit of Party A, but at the expense of Party B, to the extent permitted by law, to exercise, at any time and from time to time while a Party B Payment Event has occurred, all or any of the following powers with respect to all or any of the Collateral:

(i)to demand, sue for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof;

(ii)to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto;

(iii)to sell, transfer, assign or otherwise deal in or with the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent, as agent for and for the benefit of Party A, were the absolute owner thereof and in connection therewith, to make all necessary deeds, bills of sale, instruments of assignment, transfer or conveyance of the property, and all instructions and entitlement orders in respect of the property thus to be (or that is being or has been) sold, transferred, assigned or otherwise dealt in; and

(iv)to extend the time of payment of any or all thereof and to make any allowance and other adjustments with reference thereto;

provided that the Collateral Agent shall give Party B not less than one day’s prior written notice of the time and place of any sale or other intended disposition of any of the Collateral, except any Collateral that (A) threatens to decline speedily in value, including, without limitation, equity securities, or (B) is of a type

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customarily sold on a recognized market.  The Collateral Agent, Party A and Party B agree that such notice constitutes “reasonable authenticated notification” within the meaning of Section 9 611(b) of the UCC.

h.Termination of Security Interest:

The rights hereby granted by Party B in the Collateral shall cease, terminate and be void upon fulfilment of all of the obligations of Party B under this Confirmation.  Any Collateral remaining at the time of such termination shall be fully released and discharged from the security interests in the Collateral created hereby and delivered to Party B by the Collateral Agent, all at the request and expense of Party B.

i.Regarding the Collateral Agent:

1.Party A, as secured party hereunder, hereby irrevocably appoints and authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Confirmation as are delegated to the Collateral Agent by the terms hereof, together with all such powers as are reasonably incidental thereto.

2.The obligations of the Collateral Agent hereunder are only those expressly set forth in this Confirmation.

3.The Collateral Agent may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.

4.Neither the Collateral Agent nor any of its directors, officers, agents or employees shall be liable to Party A for any action taken or not taken by it in connection with this Confirmation (1) with the consent or at the request of Party A, as secured party, or (2) in the absence of its own gross negligence or willful misconduct.  The Collateral Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

5.Party B shall indemnify the Collateral Agent against any cost, expense (including counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from the Collateral Agent’s gross negligence or willful misconduct) that the Collateral Agent may suffer or incur in connection with this Confirmation or any action taken or omitted by the Collateral Agent hereunder.

6.Beyond the exercise of reasonable care in the custody thereof, the Collateral Agent shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent, bailee or securities intermediary or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto.  The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral if the Collateral is accorded treatment substantially equal to that which it accords its own property, and shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any agent, bailee or securities intermediary selected by the Collateral Agent in good faith (or selected by an agent, bailee or securities intermediary so selected by the Collateral Agent or by any agent, bailee or securities intermediary selected in accordance with this parenthetical phrase).

7.Any corporation or association into which the Collateral Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its agency business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall, subject to the prior written consent of Party A, as secured party, be and become a successor Collateral Agent hereunder and vested with all of the title to the Collateral and all of the powers, discretions, immunities, privileges and other matters as was its predecessor without, except as provided above, the execution or

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filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

5.The Agreement is further supplemented by the following provisions:

Termination Provisions.

1.The “Automatic Early Termination” provisions of Section 6(a) of the Agreement shall not apply to Party A and Party B.

2.Payments on Early Termination.  For the purpose of Section 6(e) of the Agreement, Second Method and Loss will apply.

3.“Termination Currency” means United States Dollars.

4.Netting.  The provisions of Section 2(c) of the Agreement shall apply, provided that Section 2(c) shall be amended by deleting “and” at the end of clause (i) thereof and deleting clause (ii) thereof.

5.Set-Off.  In addition to and without limiting any rights of set-off that a party hereto may have as a matter of law, pursuant to contract or otherwise, upon the occurrence of an Early Termination Event or an Event of Default, the party that is not the Affected Party (in the case of an Early Termination Event), or is not the Defaulting Party (in the case of an Event of Default), (in each case, “Party X”) shall have the right to terminate, liquidate and otherwise close out the transactions contemplated by this Confirmation pursuant to the terms hereof, and to set off any obligation that Party X, or, if Party A is Party X, any affiliate of Party X solely with respect to the right to receive any deliveries or payments pursuant to the provision opposite the caption “Payment Obligation in Respect of Extraordinary Dividends,” may have to the other party (“Party Y”) hereunder, thereunder or otherwise, including without limitation any obligation to make any release, delivery or payment to Party Y pursuant to this Confirmation or any other agreement between Party X, or, if Party A is Party X, any of its affiliates solely with respect to the right to receive any deliveries or payments pursuant to the provision opposite the caption “Payment Obligation in Respect of Extraordinary Dividends,” and Party Y, against any right Party X, or, if Party A is Party X, any of its affiliates solely with respect to the right to receive any deliveries or payments pursuant to the provision opposite the caption “Payment Obligation in Respect of Extraordinary Dividends,” may have against Party Y, including without limitation any right to receive a payment or delivery pursuant to this Confirmation or any other agreement between Party X, or, if Party A is Party X, any of its affiliates solely with respect to the right to receive any deliveries or payments pursuant to the provision opposite the caption “Payment Obligation in Respect of Extraordinary Dividends,” and Party Y.  In the case of a set-off of any obligation to release, deliver or pay assets against any right to receive assets of the same type, such obligation and right shall be set off in kind.  In the case of a set-off of any obligation to release, deliver or pay assets against any right to receive assets of any other type, the value of each of such obligation and such right shall be determined by the Calculation Agent and the result of such set-off shall be that the net obligor shall pay or deliver to the other party an amount of cash or assets, at the net obligor’s option, with a value (determined, in the case of a delivery of assets, by the Calculation Agent) equal to that of the net obligation.  In determining the value of any obligation to release or deliver Shares or right to receive Shares, the value at any time of such obligation or right shall be determined by reference to the market value of the Shares at such time.  If an obligation or right is unascertained at the time of any such set-off, the Calculation Agent may in good faith estimate the amount or value of such obligation or right, in which case set-off shall be effected in respect of that estimate, and the relevant party shall account to the other party at the time such obligation or right is ascertained.

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Tax Representations.  None.

Agreements to Deliver Documents.  For the purpose of Sections 4(a)(i) and (ii) of the Agreement, each of Party A and Party B agrees to deliver the following documents, as applicable:

1.Party B shall deliver to Party A, upon execution of this Confirmation, an Issuer Acknowledgment, executed by the Issuer and Party B, in the form attached as Annex A hereto.

2.Party B shall deliver to Party A, prior to or upon execution of this Confirmation, evidence reasonably satisfactory to Party A as to the names, true signatures and authority of the officers or officials signing this Confirmation on its behalf.

Such documents shall be covered by the representation set forth in Section 3(d) of the Agreement.

Miscellaneous:

1.For the purpose of Section 12(a) of the Agreement:

Address for notices or communications to Party A:

Address:	Merrill Lynch International
	c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated
	4 World Financial Center
	New York, NY 10281
	Attn: Dar Maanavi
	Tel: 212-450-6763
	Fax: 212-738-1069

Designated responsible employee for the purposes of Section 12(a)(iii) of the Agreement:

Dar Maanavi

Address for notices or communications to the Agent:

Address:	Merrill Lynch, Pierce, Fenner & Smith Incorporated
	4 World Financial Center
	New York, NY 10281
	Attn: Dar Maanavi
	Tel: 212-450-6763
	Fax: 212-738-1069

Address for notices or communications to the Collateral Agent:

Address:	Merrill Lynch, Pierce, Fenner & Smith Incorporated
	4 World Financial Center
	New York, NY 10281
	Attn: Dar Maanavi
	Tel: 212-450-6763
	Fax: 212-738-1069

19

Address for notices or communications to Party B:

Address:	The St. Paul Travelers Companies, Inc.
	385 Washington Street
	St. Paul, MN 55102
Attention:	Kenneth F. Spence, III
	Tel:  (651) 310-7911
	Fax:  (651) 310-5838

2.The date and time of the Transaction will be furnished by Party A to Party B upon written request by Party B.

3.Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Confirmation or any Credit Support Document.  Each party (i) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into this Confirmation by, among other things, the mutual waivers and certifications in this Section.

4.The parties irrevocably consent to service of process given in the manner provided for notices in Section in paragraph 1 immediately above.  Nothing in this Confirmation shall affect the right of either party to serve process in any other manner permitted by law.

5.THE AGREEMENT AND EACH CONFIRMATION THEREUNDER WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE (PROVIDED THAT AS TO PLEDGED ITEMS LOCATED IN ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK, PARTY A SHALL, IN ADDITION TO ANY RIGHTS UNDER THE LAWS OF THE STATE OF NEW YORK, HAVE ALL OF THE RIGHTS TO WHICH A SECURED PARTY IS ENTITLED UNDER THE LAWS OF SUCH OTHER JURISDICTION).  EACH PARTY HEREBY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK.  THE PARTIES HERETO HEREBY AGREE THAT THE COLLATERAL AGENT’S JURISDICTION, WITHIN THE MEANING OF SECTION 8-110(e) OF THE UCC, INSOFAR AS IT ACTS AS A SECURITIES INTERMEDIARY HEREUNDER OR IN RESPECT HEREOF, IS THE STATE OF NEW YORK.

6.This Confirmation is not intended and shall not be construed to create any rights in any person other than Party B, Party A and their respective successors and assigns and no other person shall assert any rights as third-party beneficiary hereunder.  Whenever any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party.  All the covenants and agreements herein contained by or on behalf of Party B and Party A shall bind, and inure to the benefit of, their respective successors and assigns whether so expressed or not.

7.Any provision of this Confirmation may be amended or waived if, and only if, such amendment or waiver is in writing and signed, and in the case of an amendment, by Party B and Party A or, in the case of a waiver, by the party against whom the waiver is to be effective.

20

Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and returning this Confirmation.

			Yours faithfully,
			MERRILL LYNCH INTERNATIONAL
			By:	/s/ Kristen Chung
			Name:		Kristen Chung
			Title:		Authorized Signatory
			MERRILL LYNCH PIERCE, FENNER & SMITH INCORPORATED, as Agent
			By:	/s/ Brian Carroll
			Name:			Brian Carroll
			Title:			Authorized Signatory
			MERRILL LYNCH PIERCE, FENNER & SMITH INCORPORATED, as Collateral Agent
			By:	/s/ Michael P. McCleary
			Name:			Michael P. McCleary
			Title:			Authorized Signatory
Confirmed as of the date first written above:
THE ST. PAUL TRAVELERS COMPANIES, INC.
By:	/s/ Samuel G. Liss
Name:		Samuel G. Liss
Title:		Executive Vice President

ANNEX A

ISSUER ACKNOWLEDGMENT

April 6, 2005

Merrill Lynch International

c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated

4 World Financial Center

New York, NY 10281

Re:Forward Sale Transaction
The St. Paul Travelers Companies, Inc.

Dear Sirs or Mesdames:

Nuveen Investments, Inc., a Delaware corporation (the “Issuer”), understands that The St. Paul Travelers Companies, Inc. (the “Selling Stockholder”) proposes to enter, on the date hereof, into a prepaid forward sale transaction (the “Transaction”) with Merrill Lynch International (the “Buyer”), Merrill Lynch, Pierce Fenner & Smith Incorporated, as agent, and Merrill Lynch, Pierce Fenner & Smith Incorporated, as collateral agent (the “Collateral Agent”) pursuant to which the Buyer shall pay cash to the Selling Stockholder on or shortly after the consummation of the Transaction, and the Selling Stockholder shall deliver (subject to its right to cash settle the Transaction) to the Buyer on or about December 31, 2005 (such date subject to acceleration as described in the Confirmation) 5,824,800 shares of Class A common stock, par value $0.01 per share, of the Issuer (“Class A Common Stock”) (such number of shares subject to adjustment upon the occurrence of certain events), pursuant to (a) an agreement (the “Agreement”) in the form of the 1992 ISDA Master Agreement (Multicurrency—Cross Border) and (b) a confirmation, dated as of the date hereof, among the Selling Stockholder, the Collateral Agent and the Buyer (the “Confirmation”, and together with the Agreement, the “Forward Documentation”).  In addition, the Issuer understand that the Selling Stockholder shall pledge, in accordance with the terms of the Forward Documentation, 5,824,800 (such number subject to adjustment from time to time) shares of Class B common stock, par value $0.01 per share, of the Issuer (“Class B Common Stock”), (subject to conversion into Class A Common Stock pursuant to terms of the Pledge (as defined below), the “Pledged Shares”) to the Collateral Agent, as agent for and for the benefit of the Buyer, to secure the obligations of the Selling Stockholder under the Transaction (the “Pledge”).  Finally, the Issuer understands that Merrill Lynch & Co., Inc. will issue and sell to the public, in a concurrent transaction registered under the Securities Act of 1933, as amended (the “Securities Act”), $275,060,000 of 6.75% Mandatorily Exchangeable Securities due October 15, 2007 (the “Securities”), which are mandatorily exchangeable for shares of Class A Common Stock.  Upon exchange of the Securities, shares of Class A Common Stock shall be delivered to the holders of the Securities (the “Securityholders”) in accordance with the terms of the indenture governing the Securities.  Capitalized terms used and not otherwise defined herein shall have the meaning assigned to such terms in the Forward Documentation.  For purposes of this Issuer Acknowledgment, “Settlement Shares” means any shares of Class A Common Stock delivered by the Selling Stockholder to the Buyer upon settlement of the Transaction.

The Selling Stockholder is the record holder of certain shares of Class B Common Stock.  The shares of Class B Common Stock are convertible into shares of Class A Common Stock pursuant to the terms of the Issuer’s restated certificate of incorporation, as amended (the “Certificate of Incorporation”).

The Buyer and the Selling Stockholder wish to set forth certain understandings with the Issuer regarding the Transaction and the Pledged Shares.  Therefore, for good and valuable consideration, the adequacy of which is hereby acknowledged, and intending to be legally bound, the Issuer acknowledges and agrees with the Buyer that:

A-1

(a)none of the transactions contemplated in the Forward Documentation shall violate any corporate policy of the Issuer or other rules or regulations of the Issuer applicable to the Selling Stockholder, including, but not limited to, the Issuer’s policies relating to trading in the Class A Common Stock or the Class B Common Stock;

(b)each share of Class B Common Stock is convertible into one fully paid and non-assessable share of Class A Common Stock;

(c)the shares of Class A Common Stock issuable upon conversion of all outstanding shares of Class B Common Stock have been duly authorized and reserved for issuance upon such conversion, and the issuance of such shares of Class A Common Stock are not subject to any preemptive or other similar rights;

(d)to the extent that the Collateral Agent or the Buyer is permitted under the terms of the Forward Documentation to exercise any of its rights under the Pledge, as promptly as practicable upon delivery to the Issuer or the transfer agent for the shares of Class A Common Stock or Class B Common Stock, as the case may be, (the “Transfer Agent”) of:

(i)any required tax stamps;

(ii)a stock power executed in blank; and

(iii)a duly executed conversion notice substantially in the form attached hereto as Exhibit A hereto (the “Conversion Notice”), together with the certificate or certificates evidencing such shares of Class B Common Stock,

the Issuer shall, without any further action or delivery of any documents or instruments on the part of the Collateral Agent or the Buyer or the Selling Stockholder, and shall instruct the Transfer Agent to, convert any shares of Class B Common Stock held by the Collateral Agent or the Buyer as Pledged Shares into a number of fully paid and non-assessable shares of Class A Common Stock equal to the number of shares of Class B Common Stock indicated in the Conversion Notice and issue shares of Class A Common Stock or otherwise register in such name or names as the Collateral Agent or the Buyer shall request and deliver such shares of Class A Common Stock directly to the Collateral Agent or the Buyer or its designee without the return thereof to the Selling Stockholder;

(e)(i) not more than two years after the date of delivery of the Settlement Shares by the Selling Stockholder to the Buyer (assuming the Buyer is not, at such time, an “affiliate” of the Issuer as such term is used in Rule 144 of the Securities Act), or such earlier date as the Issuer and the Buyer shall agree, (ii) in connection with any delivery of the Settlement Shares to the Securityholders upon exchange of the Securities pursuant to the terms thereof (assuming any such Securityholder is not, at such time, an “affiliate” of the Issuer as such term is used in Rule 144 of the Securities Act), (iii) if the Collateral Agent or the Buyer forecloses on the Pledged Shares pursuant to the terms of the Pledge, in conjunction with the delivery of an opinion from reputable national securities counsel that such Pledged Shares are not required to bear a legend relating to restrictions on the disposition thereof under the Securities Act, upon the Buyer’s request (assuming the Buyer is not, at such time, an “affiliate” of the Issuer as such term is used in Rule 144 of the Securities Act), the Issuer shall reissue the Settlement Shares (or the Pledge Shares in the case of clause (iii) above) without any legends thereon that relate to restrictions on the disposition thereof under the Securities Act; and

(f)it hereby waives any requirement, whether contractual or otherwise, that the Selling Stockholder, the Collateral Agent or the Buyer provide prior written conversion notice to the Issuer or the Board of Directors of the Issuer (other than the Conversion Notice) in connection with the conversion by the Selling Stockholder, the Collateral Agent or the Buyer (on behalf of the Selling Stockholder or for the Buyer’s account) of any Pledged Shares into shares of Class A Common Stock.

In addition, the Issuer understands that the execution and delivery of this Issuer Acknowledgment by the Selling Stockholder constitutes the irrevocable instruction of the Selling Stockholder to the Issuer to pay to the Collateral Agent in its capacity as Collateral Agent, all distributions on the Pledged Shares (to the extent such Pledged Shares are in the form of Class B Common Stock), and to deliver to the Collateral Agent in its capacity as

A-2

Collateral Agent, shares of Class A Common Stock issued upon conversion of the Pledged Shares, in each case, represented by Certificate Numbers 17 and 22 (Registered Owner: The St. Paul Travelers Companies, Inc.) until such time that the Issuer has been informed by the Collateral Agent or the Buyer that the Collateral Agent no longer holds such Pledged Shares as Collateral (as such term is defined in the Pledge).

In addition, the Buyer and the Collateral Agent wish to set forth certain understandings with the Selling Stockholder regarding the Transaction and the Pledged Shares.  Therefore, for good and valuable consideration, the adequacy of which is hereby acknowledged, and intending to be legally bound, the Selling Stockholder acknowledges and agrees with the Buyer and the Collateral Agent and represents and warrants to the Buyer and the Collateral Agent that:

(a)each share of Class B Common Stock is convertible into one fully paid and non-assessable share of Class A Common Stock;

(b)the shares of Class A Common Stock issuable upon conversion of all outstanding shares of Class B Common Stock have been duly authorized and reserved for issuance upon such conversion, and the issuance of such shares of Class A Common Stock are not subject to any preemptive or other similar rights;

(c)in the event that the Collateral Agent or the Buyer is permitted under the terms of the Forward Documentation, and wishes, to exercise any of its rights under the Pledge with respect to the voting or the delivery, sale or transfer to any person of any Pledged Shares, the Selling Stockholder hereby agrees that the Pledged Shares shall first be converted into shares of Class A Common Stock in accordance with the provisions of the Certificate of Incorporation as described above in sub-section (d);

(d)any Settlement Shares delivered by the Selling Stockholder to the Buyer shall be free from (i) any lien, charge, claim or other encumbrance and any other contractual restrictions whatsoever or any restrictions under United States federal securities laws, without any obligation on the part of the receiver of such Class A Common Stock in connection with that party’s subsequent sale of such Class A Common Stock to deliver an offering document, or comply with any volume or manner of sale restrictions, (ii) any and all restrictions that any sale, assignment or other transfer of such Class A Common Stock be consented to or approved by any person or entity, including without limitation, us or any other obligor thereon, (iii) any limitations on the type or status, financial or otherwise, of any purchaser, pledgee, assignee or transferee of such Class A Common Stock, (iv) any requirement of the delivery of any certificate, approval, consent, agreement, opinion of counsel, notice or any other document of any person or entity to us of, any other obligor on or any registrar or transfer agent for, such Class A Common Stock, prior to the sale, pledge, assignment or other transfer of such Class A Common Stock, and (v) any registration or qualification requirement or prospectus delivery requirement for such Class A Common Stock pursuant to United States federal securities laws (each of clauses (i) through (iv) above, “Transfer Restrictions”) (A) in the hands of the Buyer no later than two years after the date of delivery of the Settlement Shares by the Selling Stockholder to the Buyer (assuming the Buyer is not, at such time, an “affiliate” of the Issuer as such term is used in Rule 144 of the Securities Act), or such earlier date as the Issuer and the Buyer shall agree, or (B) in the hands of the Securityholders upon delivery of the Settlement Shares to the Securityholders upon exchange of the Securities pursuant to the terms thereof (assuming any such Securityholder is not, at such time, an “affiliate” of the Issuer as such term is used in Rule 144 of the Securities Act);

(e)if the Collateral Agent or the Buyer forecloses on the Pledged Shares pursuant to the terms of the Pledge, the Pledged Shares shall be free from any Transfer Restrictions (assuming the Buyer is not, at such time, an “affiliate” of the Issuer as such term is used in Rule 144 of the Securities Act);

(f)it shall use reasonable efforts to do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the Buyer may reasonably request in order to make the Settlement Shares (or the Pledged Shares in the case of clause (iii) below) free from any Transfer Restrictions (i) in the hands of the Buyer upon the occurrence of the second anniversary from the date of delivery of the Settlement Shares by the Selling Stockholder to the Buyer (assuming the Buyer is not, at such time, an “affiliate” of the Issuer as such term is used in Rule 144 of the Securities Act), (ii) in the hands of the Securityholders upon the delivery of the Settlement Shares to the

A-3

Securityholders upon conversion of the Securities pursuant to the terms thereof (assuming any such Securityholder is not, at such time, an “affiliate” of the Issuer as such term is used in Rule 144 of the Securities Act) or (iii) if the Collateral Agent or the Buyer forecloses on the Pledged Shares pursuant to the terms of the Pledge (assuming the Buyer is not, at such time, an “affiliate” of the Issuer as such term is used in Rule 144 of the Securities Act);

(g)the execution and delivery of this Issuer Acknowledgment by the Selling Stockholder constitutes the irrevocable instruction of the Selling Stockholder to the Issuer to pay to the Collateral Agent in its capacity as Collateral Agent, all distributions on the Pledged Shares (to the extent such Pledged Shares are in the form of Class B Common Stock), and to deliver to the Collateral Agent in its capacity as Collateral Agent, shares of Class A Common Stock issued upon conversion of the Pledged Shares, in each case, represented by Certificate Numbers 17 and 22 (Registered Owner: The St. Paul Travelers Companies, Inc.) until such time that the Issuer has been informed by the Collateral Agent or the Buyer that the Collateral Agent no longer holds such Pledged Shares as Collateral (as such term is defined in the Pledge); and

(h)the Issuer may rely upon a Conversion Notice delivered by the Collateral Agent or the Buyer in accordance with sub-section (d) on the second page of this Issuer Acknowledgment.

For purposes of this Issuer Acknowledgment, “Business Day” means any day on which commercial banks are open for business in New York City.

This Issuer Acknowledgement shall be construed in accordance with and governed by the laws of the State of New York (without reference to choice of law doctrine).

A-4

Please indicate your receipt of, and agreement with, this Issuer Acknowledgment by signing in the space provided below.

		Very truly yours,
		NUVEEN INVESTMENTS, INC.
		By:
			Name:
			Title:
Acknowledged and Agreed:
MERRILL LYNCH INTERNATIONAL
By:
	Name:
	Title:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Agent
By:
	Name:
	Title:
THE ST. PAUL TRAVELERS COMPANIES, INC.
By:
	Name:
	Title:

EXHIBIT A

[FORM OF CONVERSION NOTICE]

[Date]

Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, Illinois 60606

Attention:  General Counsel

Reference is made to the letter agreement among Nuveen Investments, Inc. (the “Issuer”), The St. Paul Travelers Companies, Inc. (the “Selling Stockholder”) and Merrill Lynch International (the “Buyer”), dated as of April 6, 2005 (the “Issuer Acknowledgement”), in connection with that certain prepaid forward sale and purchase transaction of shares of Class A Common Stock of the Issuer (the “Transaction”) entered into among theSelling Stockholder, the Buyer and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as collateral agent.  Capitalized terms used and not otherwise defined herein shall have the meaning assigned to such terms in the Issuer Acknowledgment.

This letter constitutes written conversion notice (the “Conversion Notice”) as required by Section 6.5 of the Issuer’s restated certificate of incorporation (the “Certificate of Incorporation”).  In connection with the exercise of the Collateral Agent’s and the Buyer’s rights under the Pledge with respect to the Pledged Shares, the Collateral Agent, as agent for and for the benefit of, the Buyer, hereby gives notice of its election to convert [number of shares of Class B Common Stock to be converted] shares of Class B Common Stock into an equal number of shares of Class A Common Stock on the date hereof, as contemplated by Section 6.5(a)(iii) of the Certificate of Incorporation.  The Collateral Agent, as agent for and for the benefit of, the Buyer, hereby certifies that this Conversion Notice is being delivered in compliance in all respects with the Pledge.  Simultaneously with the delivery to you of this Conversion Notice, we have delivered to the Transfer Agent and surrendered for conversion certificates evidencing the shares of Class B Common Stock subject to conversion duly endorsed by the Selling Stockholder or in blank or accompanied by a duly executed proper instrument of transfer.

Pursuant to this Conversion Notice, please convert, or instruct the Transfer Agent to convert, [number of shares of Class B Common Stock to be converted] shares of Class B Common Stock into [number of shares of Class A Common Stock to be issued upon conversion] shares of Class A Common Stock, issue such shares of Class A Common Stock in the name of [the Collateral Agent/the Buyer] and deliver the certificates evidencing such shares of Class A Common Stock directly to the following address:

Merrill Lynch International

c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated

4 World Financial Center

New York, NY 10281

Merrill Lynch, Pierce, Fenner & Smith Incorporated

4 World Financial Center

New York, NY 10281

Attention: Dar Maanavi

Please do not deliver the certificates representing such shares of Class A Common Stock to the Selling Stockholder under any circumstances pursuant to the terms of this Conversion Notice.

AA-1

Very truly yours,
MERRILL LYNCH INTERNATIONAL
By:
	Name:
	Title:
MERRILL LYNCH, PIERCE FENNER & SMITH INCORPORATED, as Agent
By:
	Name:
	Title:
MERRILL LYNCH, PIERCE FENNER & SMITH INCORPORATED, as Collateral Agent
By:
	Name:
	Title:

AA-2

ANNEX B

GUARANTEE OF MERRILL LYNCH & CO., INC.

FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MERRILL LYNCH & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & CO.”), hereby unconditionally guarantees to ST. PAUL TRAVELERS COMPANIES, INC. (the “Company”), the due and punctual payment of any and all amounts payable by Merrill Lynch International, a company organized under the laws of England and Wales (“MLI”), its successors and permitted assigns, to the extent such successors or permitted assigns are direct or indirect subsidiaries of ML & Co., under the terms of the Master Agreement between the Company and MLI, dated as of April 6, 2005 (the “Agreement”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of MLI punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of MLI or otherwise, all as though such payment had not been made.

ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Agreement; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against MLI or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Agreement. This Guarantee shall continue to be effective if MLI merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist.

ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of MLI; all demands whatsoever, except as noted in the first paragraph hereof, and any right to require a proceeding first against MLI.

ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws.

This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York.

This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Agreement, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of MLI under the Agreement entered into prior to the effectiveness of such notice of termination.

This Guarantee becomes effective concurrent with the effectiveness of the Agreement, according to its terms.

IN WITNESS WHEREOF, ML & Co. has caused this Guarantee to be executed in its corporate name by its duly authorized representative.

MERRILL LYNCH & CO., INC.
By:
	Name:
	Title:

Date: April 6, 2005

B-1

EX-10.3

Exhibit 10.3

April 6, 2005

The St. Paul Travelers Companies, Inc.

385 Washington Street

St. Paul, MN 55102

Morgan Stanley & Co. International Limited

c/o Morgan Stanley & Co. Incorporated

1585 Broadway

New York, NY 10036-8293

Morgan Stanley & Co. Incorporated, as Collateral Agent

1585 Broadway

New York, NY 10036-8293

Confirmation Number: CDBPB4

Dear Sirs or Mesdames,

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into among us on the Trade Date specified below (the “Transaction”).  This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.

In this Confirmation, “Party A” means Morgan Stanley & Co. International Limited, “Party B” means The St. Paul Travelers Companies, Inc., the “Collateral Agent” means Morgan Stanley & Co. Incorporated, solely in its capacity as collateral agent for Party A, and “Agent” means Morgan Stanley & Co. Incorporated, solely in its capacity as agent for Party A and Party B.

1.The definitions and provisions contained in the 2000 ISDA Definitions (the “ISDA Definitions”) and the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions” and, together with the ISDA Definitions, the “Definitions”), each as published by the International Swaps and Derivatives Association, Inc. (“ISDA”), are incorporated into this Confirmation.  In the event of any inconsistency between the ISDA Definitions and the Equity Definitions, the Equity Definitions shall govern.  In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation shall govern.  The Transaction is a Share Forward Transaction within the meaning set forth in the Equity Definitions, and, if Cash Settlement is applicable, shall consist of individual Tranches as described below.

This Confirmation shall supplement, form a part of and be subject to an agreement (the “Agreement”) in the form of the 1992 ISDA Master Agreement (Multicurrency—Cross Border) (the “ISDA Form”), as published by the International Swaps and Derivatives Association, Inc., as if Party A, Party B and the Collateral Agent had executed the ISDA Form (without any Schedule thereto) on the date hereof.  All provisions contained in the Agreement are incorporated into and shall govern this Confirmation except as expressly modified below.  This Confirmation evidences a complete and binding agreement among Party A, Party B and the Collateral Agent as to the terms of the Transaction to which it relates and replaces any previous agreement among Party A, Party B and the Collateral Agent with respect to the subject matter hereof.  This Confirmation, together with and all other confirmations or agreements between us referencing the ISDA Form, shall be deemed to supplement, form part of and be subject to the same, single Agreement.

If there exists any ISDA Master Agreement among Party A, Party B and the Collateral Agent or any confirmation or other agreement among Party A, Party B and the Collateral Agent pursuant to which an ISDA Master Agreement is deemed to exist among Party A, Party B and the Collateral Agent, then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement to which Party A, Party B and the Collateral Agent are parties, this Transaction shall not be considered a Transaction under, or otherwise governed by, such existing or deemed ISDA Master Agreement.

1

2.The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms:

Trade Date:	April 7, 2005
Effective Date:	April 12, 2005
Seller:	Party B
Buyer:	Party A
Shares:	Class A common stock, par value $0.01, of Nuveen Investments, Inc. (the “Issuer”) (Exchange Symbol: “JNC”).
Tranches:	If Cash Settlement is applicable, the Transaction will consist of individual Tranches each with the terms and conditions as set forth in this Confirmation. The payments and deliveries to be made upon settlement of the Transaction shall be determined separately for each Tranche as if such Tranche were a separate Transaction.
Number of Shares:	If Cash Settlement is applicable, the Number of Shares for each Tranche shall be as set forth below.
	If Physical Settlement is applicable, the Number of Shares shall be 6,067,500.
Number of Shares for each Tranche:	For each Tranche, 15% (or such other percentage (not to exceed 20%) as Party B may elect by written notice to Party A at least three Exchange Business Days prior to the Valuation Date for such Tranche) of the average of the daily trading volume (such average, the “Relevant Trading Volume” for such Tranche) of the Shares on the Exchange for the four full calendar weeks preceding the First Valuation Date; provided that if on any Valuation Date for any Tranche, the Relevant Trading Volume for such Tranche exceeds (a) 6,067,500, minus (b) the aggregate number of Shares for all Tranches for which the relevant Valuation Date has occurred, then (x) the Number of Shares for such Tranche shall be the difference between the numbers set forth in clause (a) and clause (b) of this sentence and (y) such Tranche and the corresponding Valuation Date shall be the last Tranche and the last Valuation Date, as the case may be.
Prepayment:	Applicable
Conditions to Party A’s Obligation to Pay Prepayment Amount:	It shall be a condition to Party A’s obligation to pay the Prepayment Amount hereunder on the Prepayment Date that (i) Party B shall have performed its obligations under paragraphs 4, “Delivery of Collateral,” and 5, “Agreements to Deliver Documents,” below, and (ii) the offering of $275,060,000 the 5.875% Mandatorily Exchangeable Securities due October 2008 issued pursuant to a Security

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	dated as of April 12, 2005, which is issued under and indenture between Morgan Stanley (“Parent”) and JPMorgan Chase Bank, National Association, as trustee, shall have closed.
Prepayment Amount:	$192,542,000.
Variable Obligation:	Inapplicable
Exchange:	The New York Stock Exchange
Related Exchange(s):	All Exchanges

Valuation:

Valuation Date:	If Cash Settlement is applicable, a number of consecutive Scheduled Trading Days equal to the number of Tranches, starting on the First Valuation Date; provided that if the Valuation Date for any Tranche is a Disrupted Day, the Valuation Date for such Tranche shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day and that is not or is not deemed to be a Valuation Date in respect of any other Tranche under the Transaction; provided  further that if the Valuation Date for any Tranche has not occurred pursuant to the preceding proviso as of the tenth Scheduled Trading Day following the last Scheduled Valuation Date under the Transaction, that tenth Scheduled Trading Day shall be the Valuation Date for such Tranche (irrespective of whether such day is a Valuation Date in respect of any other Tranche) and the Calculation Agent shall determine its good faith estimate of the value for the Shares as of the Valuation Time on that tenth Scheduled Trading Day; provided further that if the First Valuation Date would be a date that is also a Valuation Date in respect of Cash Settlement under the transaction evidenced by the confirmation (the “ML Confirmation”) dated as of April 6, 2005 by and among Party B, Merrill Lynch International, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as collateral agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as agent, then Party B shall so notify Party A, and the First Valuation Date hereunder shall be the first Exchange Business Day after the final Valuation Date (as such term is defined in the ML Confirmation) under the ML Confirmation.
	If Physical Settlement is applicable, the Valuation Date shall be December 30, 2005.
First Valuation Date:	If Cash Settlement is Applicable, December 30, 2005.
Acceleration of the Valuation Date:	Notwithstanding the foregoing, at any time, Party B may on five Scheduled Trading Days’ prior written notice (an “Acceleration Notice”) to Party A (which Acceleration Notice shall include Party’s B Settlement Election Method) elect to accelerate the Valuation Date (if Physical Settlement is applicable) or the First Valuation Date (if Cash Settlement

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is applicable), as the case may be, to a date specified by Party B in such Acceleration Notice; provided that if Physical Settlement is applicable, Party B shall have the right to accelerate the Valuation Date only with respect to a Number of Shares that would not, upon delivery of such Number of Shares to Party A on the Settlement Date, disregarding, for this purpose only, the effect of the provisions set forth under “Limitation on Receipt of Shares” below, cause Parent to directly or indirectly own, control or hold with the power to vote (as such terms are used in Section 2(a)(3) of the Investment Company Act of 1940, as amended (the “1940 Act”)) at such time in excess of 4.9% of the outstanding Shares. If the Valuation Date is accelerated only with respect to a Number of Shares that is less than the total Number of Shares for the Transaction as a result of the proviso to the immediately preceding sentence, then (i) settlement shall occur in respect of such accelerated Valuation Date as if the Number of Shares for the Transaction were the Number of Shares with respect to which such Valuation Date is accelerated and (ii) the Transaction shall continue with a Number of Shares equal to the Number of Shares with respect to which the Valuation Date is not (or has not previously been) accelerated.

If, upon receipt of an Acceleration Notice, Party A determines that it cannot take delivery of the number of Shares that are the subject of such Acceleration Notice in light of the proviso to the first sentence of the immediately preceding paragraph, Party A shall notify Party B of the number of Shares that Party A would be able to accept delivery of without directly or indirectly owning, controlling or holding with the power to vote (as such terms are used in Section 2(a)(3) of the 1940 Act) immediately after such delivery in excess of 4.9% of the outstanding Shares, and settlement shall occur on the Settlement Date with respect to such Number of Shares.

After delivering the notice described in the immediately preceding paragraph, Party A shall notify Party B as promptly as practicable on any date on which it would be able to accept delivery of Shares if, after giving effect to such delivery, Parent would not directly or indirectly own, control or hold with the power to vote (as such terms are used in Section 2(a)(3) of the 1940 Act) at such time in excess of 4.9% of the outstanding Shares (such notification to include the number of Shares that Party A would be able to accept delivery of without Parent directly or indirectly owning, controlling or holding with the power to vote (as such terms are used in Section 2(a)(3) of the 1940 Act) immediately after such delivery in excess of 4.9% of the outstanding Shares). Upon receipt of a notice described in the immediately preceding sentence, Party B shall be deemed to have accelerated to the Exchange Business Day immediately following the date such notice is given the Valuation Date pursuant to the first sentence of the second preceding paragraph (subject to the proviso thereto).

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Settlement Price: On any day, the sum of (a) $0.05, and (b) the Rule 10b-18 U.S. Dollar volume weighted average price per Share as displayed on Bloomberg screen “JNC.N<EQUITY>_AQR_SEC”, or any successor screen that the Calculation Agent deems appropriate for such day to determine the Settlement Price.

Settlement Terms:

Settlement Method Election:	Applicable
Electing Party:	Party B
Settlement Method Election Date:	Subject to the provision opposite the caption “Acceleration of the Valuation Date” above, the date that is five Scheduled Trading Days prior to the Valuation Date (if Physical Settlement will be applicable) or the First Valuation Date (if Cash Settlement will be applicable), as the case may be.
Default Settlement Method:	Physical Settlement
Automatic Physical Settlement:	If (x) Party B has not elected Cash Settlement, (y) by 11:00 a.m., New York City time, on the Settlement Date, Party B has not otherwise effected delivery of the Number of Shares to be Delivered and (z) the Collateral then includes Shares or Class B common stock, par value $0.01, of the Issuer (“Class B Shares”), then the delivery required by Section 9.2 of the Equity Definitions shall be effected, in whole or in part, as the case may be, by delivery from the Collateral Account (as defined below under “Collateral Provisions”) to Party A of a number of Shares (it being understood that any Class B Shares constituting Collateral will be converted into Shares as described in the Issuer Acknowledgment (as defined below)) equal to the Number of Shares to be Delivered.
Settlement Currency:	U.S. Dollars
Settlement Cycle:	The parties hereto agree and acknowledge that as of the Trade Date, the Settlement Cycle is three (3) Clearance System Business Days.

Limitation on Receipt of Shares: Notwithstanding any other provisions of this Confirmation, Party A shall not be entitled to receive Shares or Class B Shares under this Confirmation (whether in connection with a settlement or early termination of the Transaction or any foreclosure or other exercise of rights or remedies with respect to any Collateral or otherwise) to the extent (but only to the extent) that such receipt would result in Parent directly or indirectly beneficially owning (as such term is defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or otherwise directly or indirectly owning, controlling or holding with the power to vote (as such terms are used in Section 2(a)(3) of the 1940 Act) at any time in excess of 4.9% of the outstanding Shares. Any purported delivery under this Confirmation shall

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be void and have no effect to the extent (but only to the extent) that such delivery would result in Parent directly or indirectly so beneficially owning or otherwise directly or indirectly owning, controlling or holding with the power to vote (as such terms are used in Section 2(a)(3) of the 1940 Act) in excess of 4.9% of the outstanding Shares. Except as otherwise provided herein, if any delivery owed to Party A under this Confirmation is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Currency Business Day after, Party A gives notice to Party B that such delivery would not result in Parent directly or indirectly beneficially owning or otherwise directly or indirectly owning, controlling or holding with the power to vote (as such terms are used in Section 2(a)(3) of the 1940 Act) in excess of 4.9% of the outstanding Shares.

Notwithstanding the preceding paragraph, as of the earlier of March 31, 2006 and the date 90 calendar days immediately following the date (if any) to which the Valuation Date is accelerated pursuant to “Acceleration of the Valuation Date” above, Party B shall have the right to deliver to Party A any remaining number of Shares required to be delivered hereunder in settlement of the Transaction irrespective of whether such delivery would result in Parent directly or indirectly beneficially owning (as such term is defined for purposes of Section 13(d) of the Exchange Act) or otherwise directly or indirectly owning, controlling or holding with the power to vote (as such terms are used in Section 2(a)(3) of the 1940 Act) at any time in excess of 4.9% of the outstanding Shares.

Dividends:

Extraordinary Dividend:

Any dividend or distribution on the Shares (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) or (B) of the Equity Definitions).

Payment Obligation in Respect of Extraordinary Dividends:

In the event of any Extraordinary Dividend for which the ex-dividend date occurs during the period from, but excluding, the Trade Date to, and including, the Valuation Date (or, in the case that Cash Settlement applies, the last Valuation Date), Party B shall make a delivery or payment to Party A, on the date that such Extraordinary Dividend is delivered or paid to holders of Shares, of the type of property or cash, as the case may be, delivered or paid by the Issuer in such Extraordinary Dividend in an amount equal to the product of (i) the Number of Shares on the ex-dividend date for such

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Extraordinary Dividend (assuming Physical Settlement were applicable; provided that if such ex-dividend date occurs after the first Valuation Date and Cash Settlement is applicable, the “Number of Shares” for purposes of this clause (i) shall be the Number of Shares on the ex-dividend date for such Extraordinary Dividend (assuming Physical Settlement were applicable), minus the aggregate Number of Shares for all Tranches for which the Valuation Date has occurred prior to such ex-dividend date) and (ii) the amount of property or cash, as the case may be, that would be received by a holder of one Share in connection with such Extraordinary Dividend, as determined by the Calculation Agent.

Excess Dividend Amount:

For the avoidance of doubt, all references to the Excess Dividend Amount shall be deleted from Section 8.4(b) and 9.2(a)(iii) of the Equity Definitions.

Share Adjustments:

Method of Adjustment: Calculation Agent Adjustment; provided that (i) no adjustment shall be made in connection with a Potential Adjustment Event that would require full or partial Cash Settlement of the Transaction and (ii) no adjustment shall be made that would result in Party B being required to purchase additional Shares for delivery hereunder (it being understood that certain adjustments, including without limitation adjustments for stock splits or stock dividends, will increase the Number of Shares).

Extraordinary Events:

Consequences of Merger Events:
Share-for-Share:	Alternative Obligation
Share-for-Other:	Alternative Obligation
Share-for-Combined:	Alternative Obligation
Composition of Combined Consideration:	Not Applicable
Tender Offer:	Not Applicable
Nationalization, Insolvency or Delisting:	Negotiated Close-Out; provided that the phrase “, provided that any Physically-settled Transaction will, at the election of either party, become a Transaction to which Cash Settlement is applicable” shall be deleted from Section 12.6(c)(i) of the Equity Definitions.

Additional Disruption Events:

Change in Law:	On or prior to October 1, 2005, Not Applicable. On and after October 1, 2005, Applicable; provided that clause (Y) in the definition thereof in Section 12.9(a)(ii) of the Equity Definitions shall be deleted.
Failure to Deliver:	Not Applicable
Insolvency Filing:	Not Applicable

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Hedging Disruption:	Not Applicable
Increased Cost of Hedging:	Not Applicable
Loss of Stock Borrow:	Not Applicable

Non-Reliance: Applicable

Agreements and Acknowledgments Regarding Hedging Activities:	Applicable
Additional Acknowledgments:	Applicable
Credit Support Documents:	Section 4 shall be a Credit Support Document under the Agreement with respect to Party B.
	The guarantee described below opposite the caption “Guarantee of Parent” shall be a Credit Support Document under the Agreement with respect to Party A, and Parent shall be a Credit Support Provider in relation to Party A.
Guarantee of Parent	It shall be a condition to the effectiveness of this Confirmation that Parent has executed a guarantee in substantially the form attached hereto as Annex B.
Default Under Specified Transaction:	Not Applicable
Account Details:

Payments to Party A:	TBD
Payments to Party B:	TBD
Delivery of Shares to Party A:	TBD

Office:

Party A is not a Multibranch Party; Party B is not a Multibranch Party.

Calculation Agent:

Party A. The Calculation Agent shall have no responsibility for good faith, non-negligent errors or omissions in any determination under the Transaction; provided that any such errors or omissions shall be corrected promptly once discovered. Calculations and determinations by the Calculation Agent shall be made after consultation with Party B if such consultation is, in the Calculation Agent’s judgment, reasonably practicable (it being understood that such consultation will not be reasonably practicable in connection with some adjustments and determinations required to be made by the Calculation Agent).

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3.Other Provisions:

Additional Representations and Warranties of Party B:

Party B hereby represents and warrants to Party A as of the date hereof and as of every day from the date hereof to and including the Trade Date, that:

1.Party B is an “eligible contract participant” as such term is defined in Section 1(a)(12) of the Commodity Exchange Act, as amended.

2.Party B is not and, after giving effect to the transactions contemplated hereby, will not be an “investment company” as such term is defined in the 1940 Act.

3.Party B is, and shall be as of the date of any payment or delivery by Party B hereunder, solvent and able to pay its debts as they come due, with assets having a fair value greater than liabilities and with capital sufficient to carry on the businesses in which it engages.

4.Party B (a) has timely filed, caused to be timely filed or shall timely file or cause to be timely filed all material tax returns that are required to be filed by it as of the date hereof and (b) has paid all material taxes shown to be due and payable on said returns or on any assessment made against it or any of its property and all other material taxes, assessments, fees, liabilities or other charges imposed on it or any of its property by any governmental authority, unless in each case the same are being contested in good faith.  For purposes of determining whether a tax return has been timely filed, any extensions shall be taken into account.

5.Party B’s holding period (calculated in accordance with Rule 144(d) under the Securities Act of 1933, as amended (the “Securities Act”)) with respect to the Initial Pledged Items commenced at least two years prior to the Trade Date.  Party B agrees that Party B has not (i) created or permitted to exist any Lien (other than the security interests) or any Transfer Restriction (other than the Existing Transfer Restrictions, as defined in Section 4 below) upon or with respect to the Collateral, (ii) sold or otherwise disposed of, or granted any option with respect to, any of the Collateral or (iii) entered into or consented to any agreement (other than, in the case of clause (x), this Confirmation) (x) that restricts in any manner the rights of any present or future owner of any Collateral with respect thereto or (y) pursuant to which any person other than Party B, Party A and any securities intermediary through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have Control in respect of any Collateral.  “Control” means “control” as defined in Section 8-106 and 9-106 of the Uniform Commercial Code as in effect in the State of New York (“UCC”).

6.Other than financing statements or other similar or equivalent documents or instruments with respect to the security interests in the Collateral created by Section 4 below, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral.

7.All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements (each as defined in Section 8-102 of the UCC) at any time pledged hereunder is and shall be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and is and will be (i) certificated (and the certificate or certificates in respect of such securities or financial assets are and shall be located in the United States) and registered in the name of Party B or held through a securities intermediary whose securities intermediary’s jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii) uncertificated and either registered in the name of Party B or held through a securities intermediary whose securities intermediary’s jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to

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procedures or amendments hereto necessary to enable Party A to maintain a valid and continuously perfected security interest in such Collateral, in respect of which Party A will have Control, subject to no prior Lien.  The parties hereto agree to negotiate in good faith any such procedures or amendments.

8.No registration, recordation or filing with any governmental body, agency or official is required or necessary for the validity or enforceability hereof or for the perfection or enforcement of the security interests in the Collateral created by Section 4 below, other than the filing of financing statement in any appropriate jurisdiction.

9.Party B has not performed and shall not perform any acts that might prevent Party A from enforcing any of the terms of Section 4, “Collateral Provisions,” or that might limit Party A in any such enforcement.

10.As of the date hereof, Party B is not in possession of any material non-public information regarding the Issuer.

U.S. Private Placement Representations:

Each of Party A and Party B hereby represents and warrants to the other party as of the date hereof that:

1.It is an “accredited investor” (as defined in Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Transaction, and it is able to bear the economic risk of the Transaction.

2.It is entering into the Transaction for its own account and not with a view to the distribution or resale of the Transaction or its rights thereunder except pursuant to a registration statement declared effective under, or an exemption from the registration requirements of, the Securities Act.

Covenant Regarding Exchange Act Filings:

1.Each of Party A and Party B agrees that such party and its affiliates will comply with all applicable disclosure or reporting requirements in respect of the Transaction, including, without limitation, any requirement imposed by Section 13 or Section 16 of the Exchange Act, if any, and it shall provide the other party with a copy of any report filed in respect of the Transaction promptly upon filing thereof.

Payments on Early Termination:

Upon (x) the occurrence or effective designation of an Early Termination Date in respect of the Transaction or (y) the occurrence of an Extraordinary Event that results in the cancellation or termination of the Transaction pursuant to Section 12.9 of the Equity Definitions (any such event as described in clause (x) or (y) above, an “Early Termination Event”), if Party B would owe any amount to Party A pursuant to Section 6(d)(ii) of the Agreement (determined as if the Transaction were the only Transaction under the Agreement) or any Cancellation Amount pursuant to Section 12.9 of the Equity Definitions (any such amount, a “Party B Payment Amount” and any Early Termination Event that would so result in Party B owing any such amount, a “Party B Payment Event”), then, except to the extent that Party A proceeds to realize upon the Collateral and to apply the proceeds of such realization to any obligation of Party B hereunder and under the Agreement, and except to the extent that such delivery would cause Party B to cease to be in compliance with Section 7(c) of the Repurchase Agreement dated as of March 29, 2005 between the Issuer and Party B (the “Repurchase Agreement”) (provided that for purposes of this sentence such Section 7(c) shall be deemed not to include the words “and the occurrence of the Settlement Date”) on the date on

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which any Party B Payment Amount is due, in lieu of any payment or delivery of such Party B Payment Amount, Party B shall deliver to Party A a number of Shares (or, if the Shares have been converted into other securities or property in connection with an Extraordinary Event, a number or amount of such securities or property) with a value equal to the Party B Payment Amount based on the market value of the Shares (or such other securities or property) as of the Early Termination Date or the date as of which the Cancellation Amount is determined, as the case may be, as determined by the Calculation Agent.

Securities Contract:

The parties hereto acknowledge that it is intended that each of Party A and the Collateral Agent will qualify as a “stockbroker” within the meaning of Section 101 (53A) of Title 11 of the United States Code (the “Bankruptcy Code”) and that Party A is a “customer” of the Collateral Agent within the meaning Section 741(2) of the Bankruptcy Code. The parties hereto further intend that the Transaction is a “securities contract”, as such term is defined in Section 741(7) of the Bankruptcy Code, entitled to the protection of, among other provisions, Sections 555 and 362(b)(6) of the Bankruptcy Code, and that each payment or delivery of cash, Shares or other property or assets hereunder is a “settlement payment” within the meaning of Section 741(8) of the Bankruptcy Code.

Assignment:

The rights and duties under this Confirmation may not be assigned or transferred by Party B without the prior written consent of Party A, such consent not to be unreasonably withheld.

Notwithstanding the provisions of Section 7 of the Agreement, Party A may assign its rights and delegate its obligations under this Transaction (including, for the avoidance of doubt, the right to receive any deliveries or payments pursuant to the provision opposite the caption “Payment Obligation in Respect of Extraordinary Dividends”), in whole or in part, (a) to any affiliate of Party A or (b) to any non-affiliate of Party A with the prior written consent of Party B, such consent not to be unreasonably withheld, in each case effective upon the delivery to Party B of both (i) an executed acceptance and assumption by the assignee of the transferred obligations of Party A under the Transaction (the “Transferred Obligations”); and (ii) an executed guarantee of Party A’s Credit Support Provider of the Transferred Obligations; provided, however, that Party A may not assign its rights or delegate its obligations under this Transaction if such assignment or delegation shall result in an (A) Event of Default with respect to which Party A is the Defaulting Party, a Termination Event, a Potential Event of Default with respect to which Party A would be the Defaulting Party or a potential Termination Event, (B) Party B being required to pay to the transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii), or 6(e)) greater than the amount that Party B would have been required to pay to Party A in the absence of such transfer, or (C) Party B receiving a payment from which an amount has been withheld or deducted, on account of a Tax under Section 2(d)(i) (except in respect of interest under Section 2(e), 6(d)(ii), or 6(e)), in excess of the amount that Party A would have been required to so withhold or deduct in the absence of such transfer, unless the transferee would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such withholding or deduction.

The Agent may assign or transfer any of its rights or duties hereunder without the prior written consent of the other parties hereto to any affiliate of Party A, so long as such affiliate is a broker-dealer registered with the Securities and Exchange Commission.

The Collateral Agent may assign or transfer any of its rights or duties hereunder without the prior written consent of the other parties hereto to any affiliate of Party A, so long as such affiliate qualifies as a “stockbroker” within the meaning of Section 101 (53A) of Title 11 of the Bankruptcy Code.

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Non-Confidentiality:

The parties hereby agree that (i) effective from the date of commencement of discussions concerning the Transaction, Party B and each of its employees, representatives, or other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind, including opinions or other tax analyses, provided by Party A and its affiliates to Party B relating to such tax treatment and tax structure and (ii) Party A does not assert any claim of proprietary ownership in respect of any description contained herein or therein relating to the use of any entities, plans or arrangements to give rise to a particular United States federal income tax treatment for Party B.

Matters relating to Agent.

1.Agent shall act as “agent” for Party A and Party B in connection with the Transaction.

2.Agent will furnish to Party B upon written request a statement as to the source and amount of any remuneration received or to be received by Agent in connection herewith.

3.Agent has no obligation hereunder, by guaranty, endorsement or otherwise, with respect to performance of Party A’s obligations hereunder or under the Agreement.

4.Party A is not a member of the Securities Investor Protection Corporation.

4.Collateral Provisions:

a.Delivery of Collateral:

On or prior to the Trade Date, Party B shall deliver to the Collateral Agent, as agent for and for the benefit of Party A, in pledge hereunder, Eligible Collateral consisting of a number of Class B Shares equal to 6,000,000 (the “Minimum Number”) in the manner set forth below.  On or prior to April 8, 2005, Party B shall deliver to the Collateral Agent, as agent for and for the benefit of Party A, in pledge hereunder, Eligible Collateral consisting of a number of Class B Shares equal to the Number of Shares (assuming Physical Settlement were applicable) minus the Minimum Number (the Shares delivered pursuant to this sentence and the Shares delivered pursuant to the immediately preceding sentence collectively referred to herein as the “Initial Pledged Items”) in the manner set forth below.  “Eligible Collateral” means Shares or Class B Shares; provided that Party B has good and marketable title thereto, free of all of any and all lien, mortgage, interest, pledge, charge or encumbrance of any kind (other than the security interests in the Collateral created hereby, a “Lien”) and Transfer Restrictions (other than the Existing Transfer Restrictions) and that the Collateral Agent, as agent for and for the benefit of Party A, has a valid, first priority perfected security interest therein, a first lien thereon and Control with respect thereto.  “Transfer Restriction” means, with respect to any item of collateral pledged hereunder, any condition to or restriction on the ability of the owner thereof to sell, assign or otherwise transfer such item of collateral or enforce the provisions thereof or of any document related thereto whether set forth in such item of collateral itself or in any document related thereto, including, without limitation, (i) any requirement that any sale, assignment or other transfer or enforcement of such item of collateral be consented to or approved by any Person, including, without limitation, the issuer thereof or any other obligor thereon, (ii) any limitations on the type or status, financial or otherwise, of any purchaser, pledgee, assignee or transferee of such item of collateral, (iii) any requirement of the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document of any Person to the issuer of, any other obligor on or any registrar or transfer agent for, such item of collateral, prior to the sale, pledge, assignment or other transfer or enforcement of such item of collateral and (iv) any registration or qualification requirement or prospectus delivery requirement for such item of collateral pursuant to any federal, state or foreign securities law (including, without limitation, any such requirement arising under Section 5 of the Securities Act as a result of such security being a “restricted security” or Party B being an “affiliate” of the issuer of such security, as such terms are defined in Rule 144 under the Securities Act, or as a result of the sale of such security being subject to paragraph (c) of Rule 145 under the Securities Act); provided that the required delivery of any assignment, instruction or entitlement order from the seller, Party B, assignor or transferor of such item of collateral, together with any evidence of the corporate or other authority of such Person, shall not constitute a

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“Transfer Restriction”.  “Existing Transfer Restrictions” means Transfer Restrictions existing with respect to any securities by virtue of the fact that Party B is an “affiliate”, within the meaning of Rule 144 under the Securities Act, of the Issuer and the requirements under the Repurchase Agreement with regard to ownership by Party B of the Class B Shares.  “Person” means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

Any delivery of any securities or security entitlements (each as defined in Section 8-102 of the UCC) as Collateral to the Collateral Agent, as agent for and for the benefit of Party A, by Party B shall be effected (A) in the case of Collateral consisting of certificated securities registered in the name of Party B, by delivery of certificates representing such securities to the Collateral Agent, accompanied by any required transfer tax stamps, and in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, all in form and substance satisfactory to the Collateral Agent and Party A, and the crediting by the Collateral Agent of such securities to a securities account (as defined in Section 8-501 of the UCC) (the “Collateral Account”) of Party A maintained by the Collateral Agent, (B) in the case of Collateral consisting of uncertificated securities registered in the name of Party B, by transmission by Party B of an instruction to the issuer of such securities instructing such issuer to register such securities in the name of the Collateral Agent or its nominee, accompanied by any required transfer tax stamps, the issuer’s compliance with such instructions and the crediting by the Collateral Agent of such securities to the Collateral Account, (C) in the case of securities in respect of which security entitlements are held by Party B through a securities intermediary, by the crediting of such securities, accompanied by any required transfer tax stamps, to a securities account of the Collateral Agent at such securities intermediary or, at the option of Party A, at another securities intermediary satisfactory to Party A and the crediting by the Collateral Agent of such securities to the Collateral Account or (D) in any case, by complying with such alternative delivery instructions as Party A shall provide to Party B in writing.

b.Grant of Security Interests in the Collateral:

In order to secure the full and punctual observance and performance of the covenants and agreements contained in this Confirmation and in the Agreement, Party B hereby assigns and pledges to the Collateral Agent, as agent for and for the benefit of Party A, and grants to the Collateral Agent, as agent for and for the benefit of Party A, as secured party, security interests in and to, and a lien upon and right of set-off against, and transfers to the Collateral Agent, as agent for and for the benefit of Party A, as and by way of a security interest having priority over all other security interests, with power of sale, all of Party B’s right, title and interest in and to (i) the Initial Pledged Items; (ii) all additions to and substitutions for the Initial Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged  hereunder) (such additions and substitutions, the “Additions and Substitutions”); (iii) the Collateral Account of Party A maintained by the Collateral Agent and all securities and other financial assets (each as defined in Section 8-102 of the UCC) and other funds, property or assets from time to time held therein or credited thereto; and (iv) all income, proceeds and collections received or to be received, or derived or to be derived, at the time that the Initial Pledged Items were delivered to the Collateral Agent or any time thereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Party B, with respect to Party B) from or in connection with the Initial Pledged Items or the Additions and Substitutions (collectively, the “Collateral”).  The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account shall be treated as financial assets (as defined in Section 8-102 of the UCC).

c.Certain Covenants of Party B relating to the Collateral:

Party B agrees that, so long as any of Party B’s obligations under the Agreement remain outstanding:

1.Party B shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described hereunder as necessary to cause such requirement to be met.  “Collateral Event of Default” means, at any time, the occurrence of either of the following:  (A) failure of the Collateral to include, as Eligible Collateral, a number of Shares or Class B Shares at least

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equal to the Number of Shares (assuming Physical Settlement were applicable) or (B) failure at any time of the security interests in the Collateral created hereby to constitute valid and perfected security interests in all of the Collateral, subject to no prior, equal or junior Lien, and, with respect to any Collateral consisting of securities or security entitlements (each as defined in Section 8-102 of the UCC), as to which the Collateral Agent has Control, or, in each case, assertion of such by Party B in writing.

2.Party B shall, at its own expense and in such manner and form as the Collateral Agent or Party A may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable in order to (i) create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto, (ii) create or maintain Control with respect to any such security interests in any investment property (as defined in Section 9-102(a) of the UCC) or (iii) enable the Collateral Agent and Party A to exercise and enforce their respective rights hereunder with respect to such security interest.

3.Party B shall warrant and defend Party B’s title to the Collateral, subject to the rights of the Collateral Agent and Party A, against the claims and demands of all persons.  The Collateral Agent or Party A may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral.

4.Party B agrees that Party B shall not change (i) Party B’s name in any manner or (ii) Party B’s “location” (as defined in Section 9-307 of UCC), unless Party B shall have given the Collateral Agent and Party A not less than 10 days’ prior notice thereof.

5.Party B agrees that Party B shall not (i) create or permit to exist any Lien (other than the security interests in the Collateral created hereby) or any Transfer Restriction upon or with respect to the Collateral, (ii) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (iii) enter into or consent to any agreement (x) that restricts in any manner the rights of any present or future owner of any Collateral with respect thereto (other than this Confirmation) or (y) pursuant to which any person other than Party B, the Collateral Agent, Party A and any securities intermediary through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or shall have Control in respect of any Collateral.  For the avoidance of doubt, notwithstanding anything herein to the contrary, Party B shall have the right to instruct the Collateral Agent, by written notice delivered to the Collateral Agent and Party A, to cause any Class B Shares that constitute Collateral to be converted into Shares in accordance with the terms of the Issuer’s restated certificate of incorporation (the “Certificate of Incorporation”) to the extent necessary to comply with Party B’s obligations under Section 7(e) of the Repurchase Agreement.

d.Administration of the Collateral and Valuation of Securities:

1.The Collateral Agent shall determine on each Business Day whether a Collateral Event of Default shall have occurred.  If on any Business Day the Collateral Agent determines that a Collateral Event of Default shall have occurred, the Collateral Agent shall promptly notify Party B of such determination by telephone call to Party B followed by a written confirmation of such call.  If on any Business Day the Collateral Agent determines that no Default Event or failure by Party B to meet any of Party B’s obligations under “Certain Covenants of Party B relating to the Collateral” or under this section has occurred and is continuing, Party B may obtain the release from the security interests in the Collateral created hereby of any Collateral upon delivery to the Collateral Agent and Party A of a written notice from Party B indicating the items of Collateral to be released so long as, after such release, no Collateral Event of Default shall have occurred. “Default Event” means any Collateral Event of Default, any Event of Default with respect to Party B or any Termination Event with respect to which Party B is the Affected Party or an Affected Party or an Extraordinary Event that results in an obligation of Party B to pay an amount pursuant to Section 12.9 of the Equity Definitions.

2.Party B may pledge additional Eligible Collateral hereunder at any time by delivering the same pursuant to the provisions of “Delivery of Collateral” above.  Concurrently with the delivery of any

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additional Eligible Collateral, Party B shall deliver to the Collateral Agent and Party A a certificate, dated the date of such delivery, (i) identifying the additional items of Eligible Collateral being pledged and (ii) certifying that with respect to such items of additional Eligible Collateral the representations and warranties contained in paragraphs 6, 7, 8 and 10 under Additional Representations and Warranties above are true and correct with respect to such Eligible Collateral on and as of the date thereof.

3.If a Default Event has occurred and is continuing, the Collateral Agent or Party A may at any time or from time to time, in its sole discretion, cause any or all of the Collateral that is registered in the name of Party B or Party B’s nominee to be transferred of record into the name of the Collateral Agent, Party A or its nominee.  Party B shall promptly give to the Collateral Agent and Party A copies of any notices or other communications received by Party B with respect to Collateral that is registered, or held through a securities intermediary, in the name of Party B or Party B’s nominee and the Collateral Agent or Party A shall promptly give to Party B copies of any notices and communications received by the Collateral Agent or Party A with respect to Collateral that is registered, or held through a securities intermediary, in the name of Collateral Agent, Party A or its nominee.

4.Party B agrees that Party B shall forthwith upon demand pay to Party A:

(i)the amount of any taxes that Party A or the Collateral Agent may have been required to pay by reason of the security interests in the Collateral created hereby or to free any of the Collateral from any Lien thereon; and

(ii)the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and disbursements of counsel and of any other experts, that Party A or the Collateral Agent may incur in connection with (A) the enforcement of this pledge, including such expenses as are incurred to preserve the value of the Collateral and the validity, perfection, rank and value of the security interests in the Collateral created hereby, (B) the collection, sale or other disposition of any of the Collateral, (C) the exercise by the Collateral Agent or Party A of any of the rights conferred upon it hereunder or (D) any Default Event.

Any such amount not paid on demand shall bear interest (computed on the basis of a year of 360 days and payable for the actual number of days elapsed) at a rate per annum equal to 5% plus the prime rate as published from time to time in The Wall Street Journal, Eastern Edition.

e.No Rehypothecation of Collateral:

The parties hereto agree that each of the Collateral Agent and Party A may not sell, lend, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use in its business any Collateral.

f.Income and Voting Rights in Collateral:

The Collateral Agent, as agent for and for the benefit of Party A, shall have the right to receive and retain as Collateral hereunder all proceeds of the Collateral, including, without limitation, any Extraordinary Dividend (other than any Extraordinary Dividend in respect of Class A Shares constituting Collateral, which Extraordinary Dividend shall be promptly remitted to the Collateral Agent if not otherwise promptly paid to Party A) and interest (such proceeds as the Collateral Agent, as agent for and for the benefit of Party A, shall have the right to receive and retain at any time, “Retained Proceeds”), and Party B shall take all such action as the Collateral Agent shall deem necessary or appropriate to give effect to such right.  All such Retained Proceeds that are received by Party B shall be received in trust by the Collateral Agent, as agent for and for the benefit of Party A, and, if the Collateral Agent or Party A so directs, shall be segregated from other funds of Party B and shall, forthwith upon demand by Party A, be delivered over to the Collateral Agent, as agent for and for the benefit of Party A, as Collateral in the same form as received (with any necessary endorsement).  Notwithstanding anything herein to the contrary, Party B shall have the right with respect to each dividend or distribution on the Collateral to direct the Collateral Agent, as agent for and for the benefit of Party A, to deliver the Retained Proceeds related to such dividend or distribution

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to Party A in satisfaction of Party B’s obligation to make delivery or payment to Party A as described in the provision opposite the caption “Payment Obligation in Respect of Extraordinary Dividends.”

Unless a Default Event shall have occurred and be continuing, Party B shall have the right, from time to time, to exercise all voting rights, including all special governance rights granted under the Certificate of Incorporation in respect of the Collateral, and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral.

If a Default Event shall have occurred and be continuing, Party A shall have the right, to the extent permitted by law, and Party B shall take all such action as may be necessary or appropriate to give effect to such right, to instruct the Collateral Agent to exercise all voting rights, including all special governance rights granted under the Certificate of Incorporation in respect of the Collateral, and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral with the same force and effect as if the Collateral Agent were the absolute and sole owner thereof.

g.Remedies upon Party B Payment Events:

If any Party B Payment Event shall have occurred, the Collateral Agent, as agent for and for the benefit of Party A, may exercise all the rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition but except to the extent that such delivery would cause Party B to cease to be in compliance with Section 7(c) of the Repurchase Agreement (provided that for purposes of this sentence such Section 7(c) shall be deemed not to include the words “and the occurrence of the Settlement Date”), without being required to give any notice except as herein provided or as may be required by mandatory provisions of law, may deliver or cause to be delivered to itself from the Collateral Account in whole or partial, as the case may be, satisfaction of Party B’s obligations to deliver Shares under this Confirmation, a number of Shares then held in the Collateral Account, not to exceed the number of Shares required to be delivered pursuant to this Confirmation, whereupon the Collateral Agent, as agent for and for the benefit of Party A, shall hold such Shares absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of Party B that may be waived or any other right or claim of Party B, and Party B, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that Party B has or may have under any law now existing or hereafter adopted.

Party B hereby irrevocably appoints the Collateral Agent, as agent for and for the benefit of Party A, as Party B’s true and lawful attorney (which power of attorney is coupled with an interest), with full power of substitution, in the name of Party B, Party A or otherwise, for the sole use and benefit of the Collateral Agent, as agent for and for the benefit of Party A, but at the expense of Party B, to the extent permitted by law, to exercise, at any time and from time to time while a Party B Payment Event has occurred, all or any of the following powers with respect to all or any of the Collateral:

(i)to demand, sue for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof;

(ii)to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto;

(iii)to sell, transfer, assign or otherwise deal in or with the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent, as agent for and for the benefit of Party A, were the absolute owner thereof and in connection therewith, to make all necessary deeds, bills of sale, instruments of assignment, transfer or conveyance of the property, and all instructions and entitlement orders in respect of the property thus to be (or that is being or has been) sold, transferred, assigned or otherwise dealt in; and

(iv)to extend the time of payment of any or all thereof and to make any allowance and other adjustments with reference thereto;

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provided that the Collateral Agent shall give Party B not less than one day’s prior written notice of the time and place of any sale or other intended disposition of any of the Collateral, except any Collateral that (A) threatens to decline speedily in value, including, without limitation, equity securities, or (B) is of a type customarily sold on a recognized market.  The Collateral Agent, Party A and Party B agree that such notice constitutes “reasonable authenticated notification” within the meaning of Section 9 611(b) of the UCC.

h.Termination of Security Interest:

The rights hereby granted by Party B in the Collateral shall cease, terminate and be void upon fulfilment of all of the obligations of Party B under this Confirmation.  Any Collateral remaining at the time of such termination shall be fully released and discharged from the security interests in the Collateral created hereby and delivered to Party B by the Collateral Agent, all at the request and expense of Party B.

i.Regarding the Collateral Agent:

1.Party A, as secured party hereunder, hereby irrevocably appoints and authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Confirmation as are delegated to the Collateral Agent by the terms hereof, together with all such powers as are reasonably incidental thereto.

2.The obligations of the Collateral Agent hereunder are only those expressly set forth in this Confirmation.

3.The Collateral Agent may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.

4.Neither the Collateral Agent nor any of its directors, officers, agents or employees shall be liable to Party A for any action taken or not taken by it in connection with this Confirmation (1) with the consent or at the request of Party A, as secured party, or (2) in the absence of its own gross negligence or willful misconduct.  The Collateral Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

5.Party B shall indemnify the Collateral Agent against any cost, expense (including counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from the Collateral Agent’s gross negligence or willful misconduct) that the Collateral Agent may suffer or incur in connection with this Confirmation or any action taken or omitted by the Collateral Agent hereunder.

6.Beyond the exercise of reasonable care in the custody thereof, the Collateral Agent shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent, bailee or securities intermediary or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto.  The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral if the Collateral is accorded treatment substantially equal to that which it accords its own property, and shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any agent, bailee or securities intermediary selected by the Collateral Agent in good faith (or selected by an agent, bailee or securities intermediary so selected by the Collateral Agent or by any agent, bailee or securities intermediary selected in accordance with this parenthetical phrase).

7.Any corporation or association into which the Collateral Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its agency business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall, subject to the prior written consent of Party A, as secured party, be and become a successor Collateral Agent hereunder

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and vested with all of the title to the Collateral and all of the powers, discretions, immunities, privileges and other matters as was its predecessor without, except as provided above, the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

5.The Agreement is further supplemented by the following provisions:

Termination Provisions.

1.The “Automatic Early Termination” provisions of Section 6(a) of the Agreement shall not apply to Party A and Party B.

2.Payments on Early Termination.  For the purpose of Section 6(e) of the Agreement, Second Method and Loss will apply.

3.“Termination Currency” means United States Dollars.

4.Netting.  The provisions of Section 2(c) of the Agreement shall apply, provided that Section 2(c) shall be amended by deleting “and” at the end of clause (i) thereof and deleting clause (ii) thereof.

5.Set-Off.  In addition to and without limiting any rights of set-off that a party hereto may have as a matter of law, pursuant to contract or otherwise, upon the occurrence of an Early Termination Event or an Event of Default, the party that is not the Affected Party (in the case of an Early Termination Event), or is not the Defaulting Party (in the case of an Event of Default), (in each case, “Party X”) shall have the right to terminate, liquidate and otherwise close out the transactions contemplated by this Confirmation pursuant to the terms hereof, and to set off any obligation that Party X, or, if Party A is Party X, any affiliate of Party X solely with respect to the right to receive any deliveries or payments pursuant to the provision opposite the caption “Payment Obligation in Respect of Extraordinary Dividends,” may have to the other party (“Party Y”) hereunder, thereunder or otherwise, including without limitation any obligation to make any release, delivery or payment to Party Y pursuant to this Confirmation or any other agreement between Party X, or, if Party A is Party X, any of its affiliates solely with respect to the right to receive any deliveries or payments pursuant to the provision opposite the caption “Payment Obligation in Respect of Extraordinary Dividends,” and Party Y, against any right Party X, or, if Party A is Party X, any of its affiliates solely with respect to the right to receive any deliveries or payments pursuant to the provision opposite the caption “Payment Obligation in Respect of Extraordinary Dividends,” may have against Party Y, including without limitation any right to receive a payment or delivery pursuant to this Confirmation or any other agreement between Party X, or, if Party A is Party X, any of its affiliates solely with respect to the right to receive any deliveries or payments pursuant to the provision opposite the caption “Payment Obligation in Respect of Extraordinary Dividends,” and Party Y.  In the case of a set-off of any obligation to release, deliver or pay assets against any right to receive assets of the same type, such obligation and right shall be set off in kind.  In the case of a set-off of any obligation to release, deliver or pay assets against any right to receive assets of any other type, the value of each of such obligation and such right shall be determined by the Calculation Agent and the result of such set-off shall be that the net obligor shall pay or deliver to the other party an amount of cash or assets, at the net obligor’s option, with a value (determined, in the case of a delivery of assets, by the Calculation Agent) equal to that of the net obligation.  In determining the value of any obligation to release or deliver Shares or right to receive Shares, the value at any time of such obligation or right shall be determined by reference to the market value of the Shares at such time.  If an obligation or right is unascertained at the time of any such set-off, the Calculation Agent may in good faith estimate the amount or value of such obligation or right, in which case set-off shall be effected in respect of that estimate, and the relevant party shall account to the other party at the time such obligation or right is ascertained.

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Tax Representations.  None.

Agreements to Deliver Documents.  For the purpose of Sections 4(a)(i) and (ii) of the Agreement, each of Party A and Party B agrees to deliver the following documents, as applicable:

1.Party B shall deliver to Party A, upon execution of this Confirmation, an Issuer Acknowledgment, executed by the Issuer and Party B, in the form attached as Annex A hereto.

2.Party B shall deliver to Party A, prior to or upon execution of this Confirmation, evidence reasonably satisfactory to Party A as to the names, true signatures and authority of the officers or officials signing this Confirmation on its behalf.

Such documents shall be covered by the representation set forth in Section 3(d) of the Agreement.

Miscellaneous:

1.For the purpose of Section 12(a) of the Agreement:

Address for notices or communications to Party A:

Address:Morgan Stanley & Co. International Limited

c/o Morgan Stanley & Co. Incorporated

1585 Broadway

New York, NY 10036-8293

Attn:  Angela Proske

Tel:  212-537-1572

Fax:  212-507-0483

Designated responsible employee for the purposes of Section 12(a)(iii) of the Agreement:

Angela Proske

Address for notices or communications to the Agent:

Address:Morgan Stanley & Co. Incorporated

1585 Broadway

New York, NY 10036-8293

Attn:  Angela Proske

Tel:  212-537-1572

Fax:  212-507-0483

Address for notices or communications to the Collateral Agent:

Address:Morgan Stanley & Co. Incorporated

1585 Broadway

New York, NY 10036-8293

Attn:  Angela Proske

Tel:  212-537-1572

Fax:  212-507-0483

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Address for notices or communications to Party B:

Address:The St. Paul Travelers Companies, Inc.

385 Washington Street

St. Paul, MN 55102

Attention:Kenneth F. Spence, III

Tel:(651) 310-7911

Fax:(651) 310-5838

2.The date and time of the Transaction will be furnished by Party A to Party B upon written request by Party B.

3.Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Confirmation or any Credit Support Document.  Each party (i) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into this Confirmation by, among other things, the mutual waivers and certifications in this Section.

4.The parties irrevocably consent to service of process given in the manner provided for notices in Section in paragraph 1 immediately above.  Nothing in this Confirmation shall affect the right of either party to serve process in any other manner permitted by law.

5.THE AGREEMENT AND EACH CONFIRMATION THEREUNDER WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE (PROVIDED THAT AS TO PLEDGED ITEMS LOCATED IN ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK, PARTY A SHALL, IN ADDITION TO ANY RIGHTS UNDER THE LAWS OF THE STATE OF NEW YORK, HAVE ALL OF THE RIGHTS TO WHICH A SECURED PARTY IS ENTITLED UNDER THE LAWS OF SUCH OTHER JURISDICTION).  EACH PARTY HEREBY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK.  THE PARTIES HERETO HEREBY AGREE THAT THE COLLATERAL AGENT’S JURISDICTION, WITHIN THE MEANING OF SECTION 8-110(e) OF THE UCC, INSOFAR AS IT ACTS AS A SECURITIES INTERMEDIARY HEREUNDER OR IN RESPECT HEREOF, IS THE STATE OF NEW YORK.

6.This Confirmation is not intended and shall not be construed to create any rights in any person other than Party B, Party A and their respective successors and assigns and no other person shall assert any rights as third-party beneficiary hereunder.  Whenever any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party.  All the covenants and agreements herein contained by or on behalf of Party B and Party A shall bind, and inure to the benefit of, their respective successors and assigns whether so expressed or not.

7.Any provision of this Confirmation may be amended or waived if, and only if, such amendment or waiver is in writing and signed, and in the case of an amendment, by Party B and Party A or, in the case of a waiver, by the party against whom the waiver is to be effective.

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Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and returning this Confirmation.

Yours faithfully,
MORGAN STANLEY & CO. INTERNATIONAL LIMITED
By:	/s/ Hu, Wei-Chung Bradford
Name:			Hu, Wei-Chung Bradford
Title:			Managing Director
MORGAN STANLEY & CO. INCORPORATED, as Agent
By:	/s/ John Roberts
Name:			John Roberts
Title:			Managing Director
MORGAN STANLEY & CO. INCORPORATED, as Collateral Agent
By:		/s/ John Roberts
Name:			John Roberts
Title:			Managing Director

Confirmed as of the date first written above:
THE ST. PAUL TRAVELERS COMPANIES, INC.
By:	/s/ Samuel G. Liss
Name:		Samuel G. Liss
Title:		Executive Vice President

ANNEX A

ISSUER ACKNOWLEDGMENT

April 6, 2005

Morgan Stanley & Co. International Limited

c/o Morgan Stanley & Co. Incorporated

1585 Broadway

New York, NY 10036-8293

Re:Forward Sale Transaction
The St. Paul Travelers Companies, Inc.

Dear Sirs or Mesdames:

Nuveen Investments, Inc., a Delaware corporation (the “Issuer”), understands that The St. Paul Travelers Companies, Inc. (the “Selling Stockholder”) proposes to enter, on the date hereof, into a prepaid forward sale transaction (the “Transaction”) with Morgan Stanley & Co. International Limited (the “Buyer”), Morgan Stanley & Co. Incorporated, as agent, and Morgan Stanley & Co. Incorporated, as collateral agent (the “Collateral Agent”) pursuant to which the Buyer shall pay cash to the Selling Stockholder on or shortly after the consummation of the Transaction, and the Selling Stockholder shall deliver (subject to its right to cash settle the Transaction) to the Buyer on or about December 30, 2005 (such date subject to acceleration as described in the Confirmation) 6,067,500 shares of Class A common stock, par value $0.01 per share, of the Issuer (“Class A Common Stock”) (such number of shares subject to adjustment upon the occurrence of certain events), pursuant to (a) an agreement (the “Agreement”) in the form of the 1992 ISDA Master Agreement (Multicurrency—Cross Border) and (b) a confirmation, dated as of the date hereof, among the Selling Stockholder, the Collateral Agent and the Buyer (the “Confirmation”, and together with the Agreement, the “Forward Documentation”).  In addition, the Issuer understand that the Selling Stockholder shall pledge, in accordance with the terms of the Forward Documentation, 6,067,500 (such number subject to adjustment from time to time) shares of Class B common stock, par value $0.01 per share, of the Issuer (“Class B Common Stock”), (subject to conversion into Class A Common Stock pursuant to terms of the Pledge (as defined below), the “Pledged Shares”) to the Collateral Agent, as agent for and for the benefit of the Buyer, to secure the obligations of the Selling Stockholder under the Transaction (the “Pledge”).  Finally, the Issuer understands that Morgan Stanley will issue and sell to the public, in a concurrent transaction registered under the Securities Act of 1933, as amended (the “Securities Act”), $275,060,000 of 5.875% Mandatorily Exchangeable Securities due October 15, 2008 (the “Securities”), which are mandatorily exchangeable for shares of Class A Common Stock.  Upon exchange of the Securities, shares of Class A Common Stock shall be delivered to the holders of the Securities (the “Securityholders”) in accordance with the terms of the indenture governing the Securities.  Capitalized terms used and not otherwise defined herein shall have the meaning assigned to such terms in the Forward Documentation.  For purposes of this Issuer Acknowledgment, “Settlement Shares” means any shares of Class A Common Stock delivered by the Selling Stockholder to the Buyer upon settlement of the Transaction.

The Selling Stockholder is the record holder of certain shares of Class B Common Stock.  The shares of Class B Common Stock are convertible into shares of Class A Common Stock pursuant to the terms of the Issuer’s restated certificate of incorporation, as amended (the “Certificate of Incorporation”).

The Buyer and the Selling Stockholder wish to set forth certain understandings with the Issuer regarding the Transaction and the Pledged Shares.  Therefore, for good and valuable consideration, the adequacy of which is hereby acknowledged, and intending to be legally bound, the Issuer acknowledges and agrees with the Buyer that:

A-1

(a)none of the transactions contemplated in the Forward Documentation shall violate any corporate policy of the Issuer or other rules or regulations of the Issuer applicable to the Selling Stockholder, including, but not limited to, the Issuer’s policies relating to trading in the Class A Common Stock or the Class B Common Stock;

(b)each share of Class B Common Stock is convertible into one fully paid and non-assessable share of Class A Common Stock;

(c)the shares of Class A Common Stock issuable upon conversion of all outstanding shares of Class B Common Stock have been duly authorized and reserved for issuance upon such conversion, and the issuance of such shares of Class A Common Stock are not subject to any preemptive or other similar rights;

(d)to the extent that the Collateral Agent or the Buyer is permitted under the terms of the Forward Documentation to exercise any of its rights under the Pledge, as promptly as practicable upon delivery to the Issuer or the transfer agent for the shares of Class A Common Stock or Class B Common Stock, as the case may be, (the “Transfer Agent”) of:

(i)any required tax stamps;

(ii)a stock power executed in blank; and

(iii)a duly executed conversion notice substantially in the form attached hereto as Exhibit A hereto (the “Conversion Notice”), together with the certificate or certificates evidencing such shares of Class B Common Stock,

the Issuer shall, without any further action or delivery of any documents or instruments on the part of the Collateral Agent or the Buyer or the Selling Stockholder, and shall instruct the Transfer Agent to, convert any shares of Class B Common Stock held by the Collateral Agent or the Buyer as Pledged Shares into a number of fully paid and non-assessable shares of Class A Common Stock equal to the number of shares of Class B Common Stock indicated in the Conversion Notice and issue shares of Class A Common Stock or otherwise register in such name or names as the Collateral Agent or the Buyer shall request and deliver such shares of Class A Common Stock directly to the Collateral Agent or the Buyer or its designee without the return thereof to the Selling Stockholder;

(e)(i) not more than two years after the date of delivery of the Settlement Shares by the Selling Stockholder to the Buyer (assuming the Buyer is not, at such time, an “affiliate” of the Issuer as such term is used in Rule 144 of the Securities Act), or such earlier date as the Issuer and the Buyer shall agree, (ii) in connection with any delivery of the Settlement Shares to the Securityholders upon exchange of the Securities pursuant to the terms thereof (assuming any such Securityholder is not, at such time, an “affiliate” of the Issuer as such term is used in Rule 144 of the Securities Act), (iii) if the Collateral Agent or the Buyer forecloses on the Pledged Shares pursuant to the terms of the Pledge, in conjunction with the delivery of an opinion from reputable national securities counsel that such Pledged Shares are not required to bear a legend relating to restrictions on the disposition thereof under the Securities Act, upon the Buyer’s request (assuming the Buyer is not, at such time, an “affiliate” of the Issuer as such term is used in Rule 144 of the Securities Act), the Issuer shall reissue the Settlement Shares (or the Pledge Shares in the case of clause (iii) above) without any legends thereon that relate to restrictions on the disposition thereof under the Securities Act; and

(f)it hereby waives any requirement, whether contractual or otherwise, that the Selling Stockholder, the Collateral Agent or the Buyer provide prior written conversion notice to the Issuer or the Board of Directors of the Issuer (other than the Conversion Notice) in connection with the conversion by the Selling Stockholder, the Collateral Agent or the Buyer (on behalf of the Selling Stockholder or for the Buyer’s account) of any Pledged Shares into shares of Class A Common Stock.

In addition, the Issuer understands that the execution and delivery of this Issuer Acknowledgment by the Selling Stockholder constitutes the irrevocable instruction of the Selling Stockholder to the Issuer to pay to the Collateral Agent in its capacity as Collateral Agent, all distributions on the Pledged Shares (to the extent such Pledged Shares are in the form of Class B Common Stock), and to deliver to the Collateral Agent in its capacity as

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Collateral Agent, shares of Class A Common Stock issued upon conversion of the Pledged Shares, in each case, represented by Certificate Numbers 18, 20 and 23 (Registered Owner: The St. Paul Travelers Companies, Inc.) until such time that the Issuer has been informed by the Collateral Agent or the Buyer that the Collateral Agent no longer holds such Pledged Shares as Collateral (as such term is defined in the Pledge).

In addition, the Buyer and the Collateral Agent wish to set forth certain understandings with the Selling Stockholder regarding the Transaction and the Pledged Shares.  Therefore, for good and valuable consideration, the adequacy of which is hereby acknowledged, and intending to be legally bound, the Selling Stockholder acknowledges and agrees with the Buyer and the Collateral Agent and represents and warrants to the Buyer and the Collateral Agent that:

(a)each share of Class B Common Stock is convertible into one fully paid and non-assessable share of Class A Common Stock;

(b)the shares of Class A Common Stock issuable upon conversion of all outstanding shares of Class B Common Stock have been duly authorized and reserved for issuance upon such conversion, and the issuance of such shares of Class A Common Stock are not subject to any preemptive or other similar rights;

(c)in the event that the Collateral Agent or the Buyer is permitted under the terms of the Forward Documentation, and wishes, to exercise any of its rights under the Pledge with respect to the voting or the delivery, sale or transfer to any person of any Pledged Shares, the Selling Stockholder hereby agrees that the Pledged Shares shall first be converted into shares of Class A Common Stock in accordance with the provisions of the Certificate of Incorporation as described above in sub-section (d);

(d)any Settlement Shares delivered by the Selling Stockholder to the Buyer shall be free from (i) any lien, charge, claim or other encumbrance and any other contractual restrictions whatsoever or any restrictions under United States federal securities laws, without any obligation on the part of the receiver of such Class A Common Stock in connection with that party’s subsequent sale of such Class A Common Stock to deliver an offering document, or comply with any volume or manner of sale restrictions, (ii) any and all restrictions that any sale, assignment or other transfer of such Class A Common Stock be consented to or approved by any person or entity, including without limitation, us or any other obligor thereon, (iii) any limitations on the type or status, financial or otherwise, of any purchaser, pledgee, assignee or transferee of such Class A Common Stock, (iv) any requirement of the delivery of any certificate, approval, consent, agreement, opinion of counsel, notice or any other document of any person or entity to us of, any other obligor on or any registrar or transfer agent for, such Class A Common Stock, prior to the sale, pledge, assignment or other transfer of such Class A Common Stock, and (v) any registration or qualification requirement or prospectus delivery requirement for such Class A Common Stock pursuant to United States federal securities laws (each of clauses (i) through (iv) above, “Transfer Restrictions”) (A) in the hands of the Buyer no later than two years after the date of delivery of the Settlement Shares by the Selling Stockholder to the Buyer (assuming the Buyer is not, at such time, an “affiliate” of the Issuer as such term is used in Rule 144 of the Securities Act), or such earlier date as the Issuer and the Buyer shall agree, or (B) in the hands of the Securityholders upon delivery of the Settlement Shares to the Securityholders upon exchange of the Securities pursuant to the terms thereof (assuming any such Securityholder is not, at such time, an “affiliate” of the Issuer as such term is used in Rule 144 of the Securities Act);

(e)if the Collateral Agent or the Buyer forecloses on the Pledged Shares pursuant to the terms of the Pledge, the Pledged Shares shall be free from any Transfer Restrictions (assuming the Buyer is not, at such time, an “affiliate” of the Issuer as such term is used in Rule 144 of the Securities Act);

(f)it shall use reasonable efforts to do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the Buyer may reasonably request in order to make the Settlement Shares (or the Pledged Shares in the case of clause (iii) below) free from any Transfer Restrictions (i) in the hands of the Buyer upon the occurrence of the second anniversary from the date of delivery of the Settlement Shares by the Selling Stockholder to the Buyer (assuming the Buyer is not, at such time, an “affiliate” of the Issuer as such term is used in Rule 144 of the Securities Act), (ii) in the hands of the Securityholders upon the delivery of the Settlement Shares to the

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Securityholders upon conversion of the Securities pursuant to the terms thereof (assuming any such Securityholder is not, at such time, an “affiliate” of the Issuer as such term is used in Rule 144 of the Securities Act) or (iii) if the Collateral Agent or the Buyer forecloses on the Pledged Shares pursuant to the terms of the Pledge (assuming the Buyer is not, at such time, an “affiliate” of the Issuer as such term is used in Rule 144 of the Securities Act);

(g)the execution and delivery of this Issuer Acknowledgment by the Selling Stockholder constitutes the irrevocable instruction of the Selling Stockholder to the Issuer to pay to the Collateral Agent in its capacity as Collateral Agent, all distributions on the Pledged Shares (to the extent such Pledged Shares are in the form of Class B Common Stock), and to deliver to the Collateral Agent in its capacity as Collateral Agent, shares of Class A Common Stock issued upon conversion of the Pledged Shares, in each case, represented by Certificate Numbers 18, 20 and 23 (Registered Owner: The St. Paul Travelers Companies, Inc.) until such time that the Issuer has been informed by the Collateral Agent or the Buyer that the Collateral Agent no longer holds such Pledged Shares as Collateral (as such term is defined in the Pledge); and

(h)the Issuer may rely upon a Conversion Notice delivered by the Collateral Agent or the Buyer in accordance with sub-section (d) on the second page of this Issuer Acknowledgment.

For purposes of this Issuer Acknowledgment, “Business Day” means any day on which commercial banks are open for business in New York City.

This Issuer Acknowledgement shall be construed in accordance with and governed by the laws of the State of New York (without reference to choice of law doctrine).

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Please indicate your receipt of, and agreement with, this Issuer Acknowledgment by signing in the space provided below.

Very truly yours,
NUVEEN INVESTMENTS, INC.
By:
	Name:
	Title:

Acknowledged and Agreed:
MORGAN STANLEY & CO. INTERNATIONAL LIMITED
By:
	Name:
	Title:
MORGAN STANLEY & CO. INCORPORATED, as Agent
By:
	Name:
	Title:
THE ST. PAUL TRAVELERS COMPANIES, INC.
By:
	Name:
	Title:

EXHIBIT A

[FORM OF CONVERSION NOTICE]

[Date]

Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, Illinois 60606

Attention:  General Counsel

Reference is made to the letter agreement among Nuveen Investments, Inc. (the “Issuer”), The St. Paul Travelers Companies, Inc. (the “Selling Stockholder”) and Morgan Stanley & Co. International Limited (the “Buyer”), dated as of April 6, 2005 (the “Issuer Acknowledgement”), in connection with that certain prepaid forward sale and purchase transaction of shares of Class A Common Stock of the Issuer (the “Transaction”) entered into among theSelling Stockholder, the Buyer and Morgan Stanley & Co. Incorporated, as collateral agent.  Capitalized terms used and not otherwise defined herein shall have the meaning assigned to such terms in the Issuer Acknowledgment.

This letter constitutes written conversion notice (the “Conversion Notice”) as required by Section 6.5 of the Issuer’s restated certificate of incorporation (the “Certificate of Incorporation”).  In connection with the exercise of the Collateral Agent’s and the Buyer’s rights under the Pledge with respect to the Pledged Shares, the Collateral Agent, as agent for and for the benefit of, the Buyer, hereby gives notice of its election to convert [number of shares of Class B Common Stock to be converted] shares of Class B Common Stock into an equal number of shares of Class A Common Stock on the date hereof, as contemplated by Section 6.5(a)(iii) of the Certificate of Incorporation.  The Collateral Agent, as agent for and for the benefit of, the Buyer, hereby certifies that this Conversion Notice is being delivered in compliance in all respects with the Pledge.  Simultaneously with the delivery to you of this Conversion Notice, we have delivered to the Transfer Agent and surrendered for conversion certificates evidencing the shares of Class B Common Stock subject to conversion duly endorsed by the Selling Stockholder or in blank or accompanied by a duly executed proper instrument of transfer.

Pursuant to this Conversion Notice, please convert, or instruct the Transfer Agent to convert, [number of shares of Class B Common Stock to be converted] shares of Class B Common Stock into [number of shares of Class A Common Stock to be issued upon conversion] shares of Class A Common Stock, issue such shares of Class A Common Stock in the name of [the Collateral Agent/the Buyer] and deliver the certificates evidencing such shares of Class A Common Stock directly to the following address:

Morgan Stanley & Co. International Limited

c/o Morgan Stanley & Co. Incorporated

1585 Broadway

New York, NY 10036-8293

Morgan Stanley & Co. Incorporated

1585 Broadway

New York, NY 10036-8293

Attention: Angela Proske

Please do not deliver the certificates representing such shares of Class A Common Stock to the Selling Stockholder under any circumstances pursuant to the terms of this Conversion Notice.

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Very truly yours,
MORGAN STANLEY & CO. INTERNATIONAL LIMITED
By:
	Name:
	Title:
MORGAN STANLEY & CO. INCORPORATED, as Agent
By:
	Name:
	Title:
MORGAN STANLEY & CO. INCORPORATED, as Collateral Agent
By:
	Name:
	Title:

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ANNEX B

Morgan Stanley	1585 Broadway
	New York, NY 10036-8293

April 6, 2005

To:The St. Paul Travelers Companies, Inc.

Ladies and Gentlemen:

In consideration of that certain share forward transaction with respect to Class A common stock, par value $0.01, of Nuveen Investments, Inc. dated as of April 7, 2005, Confirm Number CDBPB4 by and among Morgan Stanley & Co. International Limited (hereinafter “MSIL”), Morgan Stanley & Co. Incorporated, as agent, Morgan Stanley & Co. Incorporated, a s collateral agent, and The St. Paul Travelers Companies, Inc. (hereinafter “Counterparty”) (such confirmation exchanged between the parties hereinafter the “Confirmation”), Morgan Stanley, a Delaware corporation (hereinafter “MS”), hereby irrevocably and unconditionally guarantees to Counterparty, with effect from the date of the Confirmation, the due and punctual payment of all amounts payable by MSIL under the Confirmation when the same shall become due and payable, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Confirmation and giving effect to any applicable grace period. Upon failure of MSIL punctually to pay any such amounts, and upon written demand by Counterparty to MS at its address set forth in the signature block of this Guarantee (or to such other address as MS may specify in writing), MS agrees to pay or cause to be paid such amounts; provided that delay by Counterparty in giving such demand shall in no event affect MS’s obligations under this Guarantee.

MS hereby agrees that its obligations hereunder shall be unconditional and will not be discharged except by complete payment of the amounts payable under the Confirmation, irrespective of any claim as to the Confirmation’s validity, regularity or enforceability or the lack of authority of MSIL to execute or deliver the Confirmation; or any change in or amendment to the Confirmation; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Confirmation, or the recovery of any judgment against MSIL or of any action to enforce a judgment against MSIL under the Confirmation; any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally.

MS hereby waives diligence, presentment, demand on MSIL for payment or otherwise (except as provided hereinabove), filing of claims, requirement of a prior proceeding against MSIL and protest or notice, except as provided for in the Confirmation with respect to amounts payable by MSIL. If at any time payment under the Confirmation is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSIL or MS or otherwise, MS’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty.

MS represents to Counterparty as of the date hereof:

1.it is duly organized and validly existing under the laws of the jurisdiction of its incorporation and has full power and legal right to execute and deliver this Guarantee and to perform the provisions of this Guarantee on its part to be performed;

2.its execution, delivery and performance of this Guarantee have been and remain duly authorized by all necessary corporate action and do not contravene any provision of its certificate of incorporation or by-laws or any law, regulation or contractual restriction binding on it or its assets;

3.all consents, authorizations, approvals and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guarantee have been obtained from or, as the case may be, filed with the relevant governmental authorities having jurisdiction and remain in full force and effect and

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all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any governmental authority having jurisdiction is required for such execution, delivery or performance; and

4.this Guarantee is its legal, valid and binding obligation enforceable against it in accordance with its terms except as enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ right or by general equity principles.

By accepting this Guarantee and executing the Confirmation, Counterparty agrees that MS shall be subrogated to all rights of Counterparty against MSIL in respect of any amounts paid by MS pursuant to this Guarantee, provided that MS shall be entitled to enforce or to receive any payment arising out of or based upon such right of subrogation only to the extent that it has paid all amounts payable by MSIL under the Confirmation.

This Guarantee shall expire on March 31, 2006; however, this guarantee may be terminated upon 15 days prior written notice to that effect actually received by Counterparty. Such expiration or termination shall not, however, affect or reduce MS’s obligation hereunder for any liability of MSIL incurred with respect to transactions entered into by MSIL prior to such expiration.

This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. All capitalized terms not otherwise defined herein shall have the respective meanings assigned to them in the Confirmation.

MORGAN STANLEY

By:
Name:
Title:
Address:	1585 Broadway
	New York, NY 10036

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EX-10.4

Exhibit 10.4

MERRILL LYNCH MANDATORILY EXCHANGEABLE INDEMNITY
AGREEMENT

among

MERRILL LYNCH & CO., INC.,

as Issuer of 6.75% Mandatorily Exchangeable Securities due October 15, 2007,

NUVEEN INVESTMENTS, INC.,

as Issuer of shares of Class A common stock, par value $0.01 per share,

THE ST. PAUL TRAVELERS COMPANIES, INC.,

as Selling Stockholder,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

and

MORGAN STANLEY & CO. INCORPORATED,

as Underwriters,

and

MERRILL LYNCH INTERNATIONAL,

as Forward Counterparty

dated as of April 6, 2005

MERRILL LYNCH MANDATORILY EXCHANGEABLE INDEMNITY AGREEMENT

Merrill Lynch Mandatorily Exchangeable Indemnity Agreement (this “Agreement”), dated as of April 6, 2005, among Merrill Lynch & Co., Inc., a Delaware corporation (the “Mandatory Issuer”), Nuveen Investments, Inc., a Delaware corporation (“Nuveen”), The St. Paul Travelers Companies, Inc., a Minnesota corporation (“St. Paul Travelers”), Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated (each, an “Underwriter” and together, the “Underwriters”), and Merrill Lynch International (the “Forward Counterparty”).

WHEREAS, the Mandatory Issuer has entered into an underwriting agreement (the “ML Securities Underwriting Agreement”), pursuant to which the Mandatory Issuer has agreed to issue and sell to the Underwriters $275,060,000 aggregate principal amount of 6.75% Mandatorily Exchangeable Securities due October 15, 2007 (the “Securities”), mandatorily exchangeable for shares of the Class A common stock, par value $0.01 per share, of Nuveen (the “Nuveen Class A Shares”) or the cash value thereof;

WHEREAS, the Securities are to be issued pursuant to the provisions of an indenture dated as of April 1, 1983, as amended and restated, between the Mandatory Issuer and JPMorgan Chase Bank, N.A.;

WHEREAS, the Mandatory Issuer has filed with the Securities and Exchange Commission (the “Commission”) a registration statement, including a prospectus, relating to the Securities, dated March 25, 2005 (the “Mandatory Issuer Basic Prospectus”), and has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission a prospectus supplement (the “Securities Prospectus Supplement”) specifically relating to the Securities pursuant to Rule 424 under the Securities Act of 1933, as amended (the “Securities Act”);

WHEREAS, St. Paul Travelers has entered on the date hereof into a prepaid forward sale transaction with the Forward Counterparty, pursuant to which St. Paul Travelers will deliver to the Forward Counterparty 5,824,800 Nuveen Class A Shares (subject to St. Paul Travelers’ right to cash settle such transaction) (the “ML Forward Agreement”);

WHEREAS, Nuveen has filed with the Commission a registration statement, including a prospectus, relating to the Nuveen Class A Shares, dated March 18, 2005 (the “Nuveen Basic Prospectus”), and has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission a final prospectus supplement (the “Nuveen Prospectus Supplement”) pursuant to Rule 424 under the Securities Act specifically relating

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to the Nuveen Class A Shares to be delivered pursuant to the ML Forward Agreement;

WHEREAS, the Mandatory Issuer and the Underwriters are willing to carry out the transactions contemplated by the ML Securities Underwriting Agreement, and the Forward Counterparty is willing to enter into the ML Forward Agreement, on the condition that Nuveen and St. Paul Travelers enter into, and perform their respective obligations under, this Agreement;

THEREFORE, the parties hereto agree as follows:

1.Definitions.  (a)  The following terms, as used herein, have the following meanings:

“1940 Act” has the meaning set forth in Section 2(aa).

“Advisers Act” has the meaning set forth in Section 2(bb).

“Agreement” has the meaning set forth in the preamble of this Agreement.

“Basic Prospectus” means the Nuveen Basic Prospectus or the Mandatory Issuer Basic Prospectus, as the case may be.

“Bridge Facility” means the bridge loan facility, dated April 1, 2005 between Nuveen and Citicorp North America, Inc., as administrative agent, and the other lenders thereto.

“Broker-Dealer Subsidiary” has the meaning set forth in Section 2(cc).

“Closing Date” means the date on which the Mandatory Issuer shall deliver the Securities and the Underwriters shall pay the purchase price for the Securities, as set forth in the ML Securities Underwriting Agreement.

“Commission” has the meaning set forth in the recitals of this Agreement.

“Common Stock Underwriting Agreement” means the Underwriting Agreement, dated the date hereof, among Nuveen, the Selling Stockholders, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated, acting severally on behalf of themselves and the several underwriters named in Schedule I thereto.

“Environmental Laws” has the meaning set forth in Section 2(z).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

3

“Forward Counterparty” has the meaning set forth in the preamble of this Agreement.

“indemnified party” has the meaning set forth in Section 9(d).

“indemnifying party” has the meaning set forth in Section 9(d).

“Investment Advisory Subsidiaries” has the meaning set forth in Section 2(bb).

“Mandatory Issuer” has the meaning set forth in the preamble of this Agreement.

“Mandatory Issuer Basic Prospectus” has the meaning set forth in the recitals of this Agreement.

“Mandatory Issuer Registration Statement” means the registration statement of the Mandatory Issuer that contains the Securities Prospectus, including the exhibits thereto, as amended to the date of this Agreement.

“Material Adverse Effect” has the meaning set forth in Section 2(d).

“ML Forward Agreement” has the meaning set forth in the recitals of this Agreement.

“ML Securities Underwriting Agreement” has the meaning set forth in the recitals of this Agreement.

“MS Forward Agreement” means the prepaid forward sale transaction entered into between St. Paul Travelers and Morgan Stanley International Limited, pursuant to which St. Paul Travelers will deliver to Morgan Stanley International Limited 6,067,500 Nuveen Class A Shares (subject to St. Paul Travelers’ right to cash settle such transaction).

“Nuveen” has the meaning set forth in the preamble of this Agreement.

“Nuveen Basic Prospectus” has the meaning set forth in the recitals to this Agreement.

“Nuveen Class A Shares” has the meaning set forth in the recitals of this Agreement.

“Nuveen Class B Shares” means shares of Nuveen Class B common stock, par value $0.01 per share.

“Nuveen Common Stock” means the Nuveen Class A Shares and Nuveen Class B Shares.

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“Nuveen preliminary prospectus” means a preliminary Nuveen Prospectus Supplement specifically relating to the Nuveen Class A Shares to be delivered pursuant to the ML Forward Agreement, together with the Nuveen Basic Prospectus.

“Nuveen Prospectus” means the Nuveen Basic Prospectus together with the Nuveen Prospectus Supplement.

“Nuveen Prospectus Supplement” has the meaning set forth in the recitals of this Agreement.

“Nuveen Registration Statement” means the registration statement on Form S-3 of Nuveen that contains the Nuveen Prospectus, including the exhibits thereto, as amended to the date of this Agreement.

“Nuveen Repurchase Agreement” means the agreement, dated as of March 29, 2005, between Nuveen and St. Paul Travelers pursuant to which St. Paul Travelers will sell to Nuveen $200 million of shares of Nuveen Common Stock on the Closing Date and $400 million of shares of Nuveen Common Stock on a forward basis no later than December 23, 2005.

“preliminary prospectus” means any Nuveen preliminary prospectus or any Securities preliminary prospectus.

“Prospectus” means the Nuveen Prospectus or the Securities Prospectus.

“Public Offering Price of the Securities” means the price to the public set forth in the table on the cover of the Securities Prospectus Supplement.

“Securities” has the meaning set forth in the recitals of this Agreement.

“Securities Act” has the meaning set forth in the recitals of this Agreement.

“Securities preliminary prospectus” means a preliminary Prospectus Supplement specifically relating to the Securities, together with the Mandatory Issuer Basic Prospectus.

“Securities Prospectus” means the Mandatory Issuer Basic Prospectus together with the Securities Prospectus Supplement.

“Securities Prospectus Supplement” has the meaning set forth in the recitals of this Agreement.

“Selling Stockholders” means St. Paul Travelers and St. Paul Fire and Marine Insurance Company, a Minnesota corporation.

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“Selling Stockholder Forward Agreements” means the ML Forward Agreement and the MS Forward Agreement.

“Selling Stockholder Information” means, collectively, all statements or omissions based upon information relating to the Selling Stockholders furnished to Nuveen in writing by the Selling Stockholders expressly for use in the Nuveen Registration Statement or the Nuveen Prospectus or any amendments or supplements thereto.

“Separation Agreement” means the separation agreement dated as of April 1, 2005 between Nuveen and St. Paul Travelers.

“Significant Subsidiaries” has the meaning set forth in Section 2(d).

“St. Paul Travelers” has the meaning set forth in the preamble of this Agreement.

“UCC” has the meaning set forth in Section 3(f).

“Underwriter” or “Underwriters” has the meaning set forth in the preamble.

(b)Incorporation by Reference.  As used herein:

(i)The terms “Basic Prospectus,” “Prospectus” and “preliminary prospectus” shall include in each case the documents incorporated by reference therein.

(ii)The terms “supplement” and “amendment” or “amend” as used in this Agreement shall include, without limitation, all documents deemed to be incorporated by reference in the relevant Prospectus that are filed subsequent to the date of the Basic Prospectus by the respective registrant with the Commission pursuant to the Exchange Act.

(c)All references in this Agreement to sections and subsections are to sections and subsections in this Agreement unless otherwise specified.

2.Representations and Warranties of Nuveen.  Nuveen represents and warrants to and agrees with the Mandatory Issuer and each of the Underwriters that:

(a)The Nuveen Registration Statement has been declared effective by the Commission; no stop order suspending the effectiveness of the Nuveen Registration Statement has been issued, and no notice has been received from the

6

Commission by Nuveen that any proceedings for such purpose are pending or, to the knowledge of Nuveen, threatened by the Commission.

(b)(i) Each document filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Nuveen Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) the Nuveen Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Nuveen Registration Statement and the Nuveen Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder and (iv) the Nuveen Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions based upon (x) information relating to any Underwriter (or any “Underwriter” as such term is defined in the Common Stock Underwriting Agreement) furnished to Nuveen in writing by such Underwriter (or any “Underwriter” as such term is defined in the Common Stock Underwriting Agreement) expressly for use therein, or (y) the Selling Stockholder Information.

(c)Nuveen has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its property and to conduct its business as described in the Nuveen Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the financial condition, earnings or results of operations of Nuveen and its subsidiaries, taken as a whole (a “Material Adverse Effect”).

(d)Each Investment Advisory Subsidiary (as defined below) and each significant subsidiary (as that term is defined under Regulation S-X promulgated under the Exchange Act) of Nuveen (together with the Investment Advisory Subsidiaries, each, a “Significant Subsidiary”, and collectively, the “Significant Subsidiaries”) has been duly incorporated or formed, is validly existing in good standing under the laws of the jurisdiction of its incorporation or formation, has the requisite power and authority to own its property and to conduct its business as described in the Nuveen Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a

7

Material Adverse Effect; all of the issued shares of capital stock or interests of each Significant Subsidiary of Nuveen have been duly and validly authorized and issued, are fully paid and non-assessable, or the substantive equivalent thereto, and (except for directors’ qualifying shares) are owned directly or indirectly by Nuveen, free and clear of all liens, encumbrances, equities or claims, except in each case as would not cause a Material Adverse Effect.

(e)This Agreement has been duly authorized, executed and delivered by Nuveen.

(f)The Nuveen Repurchase Agreement has been duly authorized, executed and delivered by Nuveen and is a valid and binding agreement of Nuveen, enforceable against Nuveen in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

(g)The Bridge Facility has been duly authorized, executed and delivered by Nuveen and is a valid and binding agreement of Nuveen, enforceable against Nuveen in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

(h)The Separation Agreement has been duly authorized, executed and delivered by Nuveen and is a valid and binding agreement of Nuveen, enforceable against Nuveen in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

(i)The authorized capital stock of Nuveen conforms as to legal matters to the description thereof contained in the Nuveen Prospectus.

(j)The outstanding Nuveen Class B Shares held by the Selling Stockholders to be converted into Nuveen Class A Shares and sold by the Selling Stockholders under the Common Stock Underwriting Agreement and the outstanding Nuveen Class B Shares held by St. Paul Travelers to be converted into Nuveen Class A Shares and sold by St. Paul Travelers under the Selling Stockholder Forward Agreements and the outstanding Nuveen Class B Shares to

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be sold by St. Paul Travelers under the Nuveen Repurchase Agreement have been duly authorized and are validly issued, fully paid and non-assessable.

(k)Except as disclosed in the Nuveen Prospectus, the execution and delivery by Nuveen of, and the performance by Nuveen of its obligations under, this Agreement, the Common Stock Underwriting Agreement, the Nuveen Repurchase Agreement, the Bridge Facility and the Separation Agreement will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws of Nuveen, (iii) any agreement or other instrument binding upon Nuveen or any of its subsidiaries that is material to Nuveen and its subsidiaries, taken as a whole, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over Nuveen or any subsidiary of Nuveen, except in the case of (i), (iii), and (iv) as would not have a Material Adverse Effect, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by Nuveen of its obligations under this Agreement, the Common Stock Underwriting Agreement, the Nuveen Repurchase Agreement, the Bridge Facility and the Separation Agreement, except those which have been obtained and made and except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Nuveen Class A Shares and except for those which the failure to obtain, individually or in the aggregate, would not have a Material Adverse Effect.

(l)There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the financial condition or in the earnings, business or operations of Nuveen and its subsidiaries, taken as a whole, from that set forth in the Nuveen Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement).

(m)There are no legal or governmental proceedings pending or, to the knowledge of Nuveen, threatened to which Nuveen or any of its subsidiaries is a party or to which any of the properties of Nuveen or any of its subsidiaries is subject that are required to be described in the Nuveen Registration Statement or the Nuveen Prospectus and are not so described or any statutes, regulations, contracts or other documents that are required to be described in the Nuveen Registration Statement or the Nuveen Prospectus or to be filed as exhibits to the Nuveen Registration Statement that are not described or filed as required.

(n)Each preliminary prospectus filed as part of the Nuveen Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied as to form when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder.

(o)Except as disclosed in the Nuveen Prospectus, there are no contracts, agreements or understandings between Nuveen and any person granting

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such person the right to require Nuveen to file a registration statement under the Securities Act with respect to any securities of Nuveen or to require Nuveen to include such securities with the Nuveen Class A Shares registered pursuant to the Nuveen Registration Statement.

(p)Neither Nuveen nor any of its subsidiaries is in violation of its certificate of incorporation, by-laws or other constituent documents; neither Nuveen nor any of its subsidiaries is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or other instrument binding upon Nuveen or any of its subsidiaries, except to the extent any such violation or default would not, individually or in the aggregate, have a Material Adverse Effect.

(q)Subsequent to the respective dates as of which information is given in the Nuveen Registration Statement and the Nuveen Prospectus, (i) Nuveen and its subsidiaries have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction; (ii) Nuveen has not purchased any of its outstanding capital stock (other than open market repurchases pursuant to its open market repurchase program), nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (iii) there has not been any material change in the capital stock or any increase in short-term debt or long-term debt of Nuveen and its subsidiaries, except in each case as described in the Nuveen Prospectus or as contemplated by the offerings and transactions that are described therein.

(r)Nuveen and its Significant Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of Nuveen and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in the Nuveen Prospectus or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by Nuveen and its subsidiaries; and any real property and buildings held under lease by Nuveen and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by Nuveen and its subsidiaries, in each case except as described in the Nuveen Prospectus.

(s)Nuveen and its subsidiaries, either directly or through a subsidiary or subsidiaries, own or possess, or can acquire on reasonable terms, all material patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names necessary for the conduct of the business now operated by them, except where the failure to so own, possess or be able to acquire on reasonable terms would not,

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individually or in the aggregate, have a Material Adverse Effect, and neither Nuveen nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect.

(t)No labor dispute with the employees of Nuveen or any of its subsidiaries exists or, to the knowledge of Nuveen, is imminent, that would have a Material Adverse Effect; and Nuveen is not aware of any existing, threatened or imminent labor disturbance by the employees of any of its principal suppliers, manufacturers or contractors that would have a Material Adverse Effect.

(u)Nuveen and its subsidiaries possess all material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and neither Nuveen nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, except as described in the Nuveen Prospectus.

(v)Nuveen and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(w)The Nuveen Class A Shares to be sold pursuant to the ML Forward Agreement have been authorized for listing on the New York Stock Exchange, subject only to official notice of issuance and have been registered under the Exchange Act.

(x)Except as described in the Nuveen Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), Nuveen has not sold, issued or distributed any shares of Nuveen Common Stock during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.

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(y)KPMG LLP, whose report is included in the Nuveen Prospectus, has notified Nuveen that it is an independent registered public accounting firm with respect to Nuveen and its combined subsidiaries within the meaning of the Securities Act and the rules and regulations adopted by the Commission thereunder.  The financial statements of Nuveen and its combined subsidiaries (including the related notes) included in the Nuveen Registration Statement and the Nuveen Prospectus present fairly in all material respects the financial condition, results of operations and cash flows of the entities purported to be shown thereby at the dates and for the periods indicated and have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated and conform in all material respects with the rules and regulations adopted by the Commission under the Securities Act.

(z)Nuveen and its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, individually or in the aggregate, have a Material Adverse Effect.

(aa)Nuveen is not, and after giving effect to the offering and sale of the Nuveen Class A Shares pursuant to the ML Forward Agreement and the application of the proceeds thereof as described in the Nuveen Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”).

(bb)Except in each case as would not reasonably be expected to have a Material Adverse Effect:  Each of Rittenhouse Asset Management Inc., NWQ Investment Management Company LLC, Symphony Asset Management Inc., Nuveen Asset Management, Inc., Nuveen Investments Advisers and Nuveen Investments Institutional Services Group LLC (together, the “Investment Advisory Subsidiaries”) is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and none of the Investment Advisory Subsidiaries is prohibited by any provision of the Advisers Act or the 1940 Act, or the respective rules and regulations thereunder, from acting as an investment adviser.  The Investment Advisory Subsidiaries are the only direct or indirect subsidiaries of Nuveen required to be registered as investment advisers under the Advisers Act.  Each of the Investment Advisory Subsidiaries is duly registered, licensed or qualified as an investment adviser in each jurisdiction where the conduct of its business requires such registration and

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is in compliance with all federal, state and foreign laws requiring any such registration, licensing or qualification or is subject to no material liability or disability by reason of the failure to be so registered, licensed or qualified in any such jurisdiction or to be in such compliance.  None of Nuveen or its other direct or indirect subsidiaries is required to be registered, licensed or qualified as an investment adviser under the laws requiring any such registration, licensing or qualification in any jurisdiction in which it or such other subsidiaries conduct business or is subject to material liability or disability by reason of the failure to be so registered, licensed or qualified.

(cc)Nuveen Investments, LLC (the “Broker-Dealer Subsidiary”) is duly registered, licensed or qualified as a broker-dealer under the Exchange Act, and under the securities laws of each jurisdiction where the conduct of its business requires such registration and is in compliance with all federal, state and foreign laws requiring such registration, licensing or qualification or is subject to no material liability or disability by reason of the failure to be so registered, licensed or qualified in any such jurisdiction or to be in such compliance.  The Broker-Dealer Subsidiary is a member in good standing of National Association of Securities Dealers, Inc. and each other self regulatory organization where the conduct of its business requires such membership.  Neither Nuveen nor any of Nuveen’s other direct or indirect subsidiaries is required to be registered, licensed or qualified as a broker-dealer under the laws requiring any such registration, licensing or qualification in any jurisdiction in which it or such other subsidiaries conduct business or is subject to any material liability or disability by reason of the failure to be so registered, licensed or qualified except where the failure to be so registered, licensed or qualified would not have a Material Adverse Effect.

(dd)Each of the Investment Advisory Subsidiaries and the Broker-Dealer Subsidiary is, has been and will upon consummation of the transactions contemplated herein be, in compliance with, and each such entity has received no notice of any kind of any violation of, (A) all laws, regulations, ordinances and rules (including those of any non-governmental self-regulatory agencies) applicable to it or its operations relating to investment advisory or broker-dealer activities, as the case may be, and (B) all other laws, regulations, ordinances and rules applicable to it and its operations, except, in either case, where any failure to comply with any such law, regulation, ordinance or rule would not have, individually or in the aggregate, a Material Adverse Effect.

(ee)Each investment advisory agreement between Nuveen and any Investment Advisory Subsidiary on the one hand and any advisory client on the other hand is a legal and valid obligation of Nuveen and, to the knowledge of Nuveen, the other parties thereto, and neither Nuveen nor any Investment Advisory Subsidiary is, to the knowledge of Nuveen, in breach or violation of or in default under any such agreement which breach, violation or default would individually or in the aggregate have a Material Adverse Effect.

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3.Representations and Warranties of St. Paul Travelers.  St. Paul Travelers represents and warrants to and agrees with the Mandatory Issuer and each of the Underwriters that:

(a)This Agreement has been duly authorized, executed and delivered by or on behalf of St. Paul Travelers.

(b)The ML Forward Agreement has been duly authorized, executed and delivered by St. Paul Travelers and is a valid and binding agreement of St. Paul Travelers, enforceable against St. Paul Travelers in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

(c)The Nuveen Repurchase Agreement has been duly authorized, executed and delivered by St. Paul Travelers and is a valid and binding agreement of St. Paul Travelers, enforceable against St. Paul Travelers in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

(d)The Separation Agreement has been duly authorized, executed and delivered by St. Paul Travelers and is a valid and binding agreement of St. Paul Travelers, enforceable against St. Paul Travelers in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

(e)The execution and delivery by St. Paul Travelers of, and the performance by St. Paul Travelers of its obligations under, this Agreement, the ML Forward Agreement, the Nuveen Repurchase Agreement and the Separation Agreement will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws of St. Paul Travelers, (iii) any agreement or other instrument binding upon St. Paul Travelers that is material to St. Paul Travelers and its subsidiaries taken as a whole, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over St. Paul Travelers, except in the case of (i), (iii) and (iv) as would not have a material adverse effect on St. Paul Travelers and its subsidiaries taken as a whole, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by St. Paul

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Travelers of its obligations under this Agreement, the ML Forward Agreement, the Nuveen Repurchase Agreement and the Separation Agreement, except those which have been obtained and made, and as may be required by rules of the National Association of Securities Dealers, Inc., or by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Nuveen Class A Shares, and except for those the failure of which to obtain would not have a material adverse effect on St. Paul Travelers and its subsidiaries taken as a whole.

(f)St. Paul Travelers has (with respect to the Nuveen Class B Shares owned by St. Paul Travelers prior to the conversion of such Nuveen Class B Shares to Nuveen Class A Shares), and on the Closing Date and on each date of settlement under the ML Forward Agreement will have (with respect to the Nuveen Common Stock) valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Nuveen Common Stock to be sold by St. Paul Travelers pursuant to such ML Forward Agreement on such settlement date, free and clear of all security interests, claims, liens, equities or other encumbrances (other than any such encumbrances arising under the ML Forward Agreement) and the legal right and power, and all authorization and approval required by law, to enter into such ML Forward Agreement and to sell, transfer and deliver the Nuveen Common Stock to be sold by St. Paul Travelers pursuant to such ML Forward Agreement or a security entitlement in respect of such Nuveen Common Stock.

(g)Upon payment for the Nuveen Class A Shares to be sold by St. Paul Travelers pursuant to the ML Forward Agreement, delivery of such Nuveen Class A Shares to the Forward Counterparty, registration of such Nuveen Class A Shares in the name of the Forward Counterparty (assuming that the Forward Counterparty does not have notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Nuveen Class A Shares), (A) the Forward Counterparty shall be a “protected purchaser” of such Nuveen Class A Shares within the meaning of Section 8-303 of the UCC and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Nuveen Class A Shares may be validly asserted against the Forward Counterparty; for purposes of this representation, St. Paul Travelers may assume that when such payment, delivery and crediting occur, such Nuveen Class A Shares will have been registered in the name of the Forward Counterparty on Nuveen’s share registry in accordance with its certificate of incorporation, bylaws and applicable law.

(h)St. Paul Travelers is not prompted by any information concerning Nuveen or its subsidiaries which is not set forth in the Nuveen Prospectus or otherwise has been publicly disclosed by St. Paul Travelers to sell Nuveen Class A Shares pursuant to the Selling Stockholder Forward Agreements.

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(i)(i)  The Nuveen Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Nuveen Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that the representations and warranties set forth in this paragraph 3(i) are limited to the Selling Stockholder Information.

4.“Lock-Up” Agreement of Nuveen and St. Paul Travelers.  Each of Nuveen and St. Paul Travelers hereby agrees that, without the prior written consent of the Underwriters, it will not, during the period ending 90 days after the date of the Nuveen Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Nuveen Common Stock or any securities convertible into or exercisable or exchangeable for Nuveen Common Stock; or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Nuveen Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Nuveen Common Stock or such other securities, in cash or otherwise; or (3) file any registration statement with the Commission relating to the offering of any shares of Nuveen Common Stock or any securities convertible into or exercisable or exchangeable for Nuveen Common Stock.

The restrictions contained in the preceding paragraph shall not apply to (a) the Nuveen Class A Shares to be sold under the Common Stock Underwriting Agreement, (b)  the sale of Nuveen Class A Shares by St. Paul Travelers in connection with the Selling Stockholder Forward Agreements, (c) the sale of Nuveen Class A Shares by St. Paul Travelers underlying the Securities and underlying the 5.875% Mandatorily Exchangeable Securities due October 15, 2008 of Morgan Stanley, (d) the sale of shares of Nuveen Common Stock by St. Paul Travelers pursuant to the Nuveen Repurchase Agreement, (e) the issuance by Nuveen of shares of Nuveen Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (f) the grant by Nuveen of stock options, restricted stock or other awards pursuant to Nuveen’s benefit plans in existence on the date hereof or proposed to be approved by Nuveen’s stockholders at their 2005 annual meeting; provided that such options, restricted stock or awards do not become exercisable or vest during such 90-day period, or (g) transactions by St. Paul Travelers relating to shares of Nuveen Common Stock or other securities acquired in open market transactions after the completion of the offering of the Securities, provided that for purposes of this clause (g) no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily

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made in connection with subsequent sales of Nuveen Common Stock or other securities acquired in such open market transactions.  In addition, St. Paul Travelers, agrees that, without the prior written consent of the Underwriters, it will not, during the period ending 90 days after the date of the Nuveen Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Nuveen Common Stock or any security convertible into or exercisable or exchangeable for Nuveen Common Stock.  St. Paul Travelers consents to the entry of stop transfer instructions with Nuveen’s transfer agent and registrar against the transfer of any shares of Nuveen Common Stock held by St. Paul Travelers except in compliance with the foregoing restrictions.

5.Payment of Commission of Underwriters.  Concurrent with the payment by the Forward Counterparty to St. Paul Travelers of the purchase price payable pursuant to the ML Forward Agreement, St. Paul Travelers shall pay to the Underwriters, not later than 10:00 a.m. on the Closing Date, a commission in the amount of $8,251,800 delivered in immediately available funds to account number 930-4-019012, ABA # 021000021 (care of Merrill Lynch, Pierce, Fenner & Smith Incorporated); Reference: ML&Co. Mandatorily Exchangeable Securities due October 15, 2007 for Nuveen A/C 045-03014.

6.Conditions to the Mandatory Issuer’s and the Underwriters’ Obligations.  The several obligations of the Mandatory Issuer and the Underwriters under the ML Securities Underwriting Agreement are subject to the following further conditions:

(a)Subsequent to the execution and delivery of this Agreement and the ML Securities Underwriting Agreement and prior to the Closing Date:

(i)there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of Nuveen or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and

(ii)there shall not have occurred any change, or any development involving a prospective change, in the financial condition or in the earnings, business or operations of Nuveen and its subsidiaries, taken as a whole, from that set forth in the Nuveen Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in the judgment of the Underwriters, is material and adverse and that makes it, in the judgment of the Underwriters, impracticable to market the Securities on the terms and in the manner contemplated in the Securities Prospectus.

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(b)The Mandatory Issuer, the Underwriters and the Forward Counterparty shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of Nuveen, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of Nuveen contained in this Agreement are true and correct as of the Closing Date and that Nuveen has complied in all material respects with all of the agreements and satisfied in all material respects all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.

The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.

(c)The Mandatory Issuer and the Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of St. Paul Travelers, to the effect that the representations and warranties of St. Paul Travelers contained in this Agreement are true and correct as of the Closing Date and that St. Paul Travelers has complied in all material respects with all of the agreements and satisfied in all material respects all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.

(d)The Mandatory Issuer, the Underwriters and the Forward Counterparty shall have received on the Closing Date an opinion of Wachtell, Lipton, Rosen & Katz, special counsel for Nuveen, dated the Closing Date, to the effect that:

(i)the authorized capital stock of Nuveen conforms as to legal matters to the description under the caption “Capital Stock” contained in the Nuveen Prospectus;

(ii)the shares of Nuveen Common Stock owned by St. Paul Travelers have been duly authorized and are validly issued, fully paid and non-assessable;

(iii)this Agreement has been duly authorized, executed and delivered by Nuveen;

(iv)the Nuveen Repurchase Agreement has been duly authorized, executed and delivered by Nuveen and is a valid and binding agreement of Nuveen, enforceable in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

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(v)the Bridge Facility has been duly authorized, executed and delivered by Nuveen and is a valid and binding agreement of Nuveen, enforceable in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

(vi)the Separation Agreement has been duly authorized, executed and delivered by Nuveen and is a valid and binding agreement of Nuveen, enforceable in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

(vii)Nuveen is not, and after giving effect to the offering and sale of the Nuveen Class A Shares and the application of the proceeds thereof as described in the Nuveen Prospectus will not be, required to register as an “investment company” as such term is defined in the 1940 Act; and

(viii)the Nuveen Registration Statement and the Nuveen Prospectus (except for the financial statements and related notes and other financial or statistical data included therein or omitted therefrom, as to which such counsel need not comment) appear on their face to be responsive as to form in all material respects to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder.

In the course of such counsel’s participation in the preparation of the Nuveen Registration Statement and Nuveen Prospectus and review and discussion of the contents thereof, although such counsel has not independently checked or verified, and is not passing upon and assumes no responsibility for, the accuracy, completeness, or fairness thereof, or otherwise verified the statements made therein, other than those mentioned in subclause (i) above, as of the Closing Date no facts have come to the attention of such counsel that cause such counsel to believe that (i) the Nuveen Registration Statement or the Nuveen Prospectus included therein (except for the financial statements and related notes and other financial or statistical data included therein or omitted therefrom, as to which such counsel need not comment) on the date the Nuveen Registration Statement became effective and as of the date of this Agreement contained an untrue statement of a material fact or omitted to state a material fact required to be stated

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therein or necessary to make the statements therein not misleading or (ii) the Nuveen Prospectus (except for the financial statements and related notes and other financial or statistical data included therein or omitted therefrom, as to which such counsel need not comment) as of its date or as of the Closing Date contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

In rendering such opinion, such counsel may rely, without independent verification, as to matters of fact, to the extent they deem appropriate, on the representations of Nuveen contained herein and on certificates of responsible officers of Nuveen and public officials.  Such opinion will be limited to the laws of the State of New York, the federal laws of the United States and the General Corporation Law of the State of Delaware, and such counsel will express no opinion as to the effect on the matters covered by such opinion of the laws of any other jurisdiction.  Such opinion may also state that such counsel acted as special counsel to Nuveen in connection with the offering of the Nuveen Class A Shares contemplated hereby and did not act, and has not acted, as Nuveen’s regular outside counsel.

(e)The Mandatory Issuer, the Underwriters and the Forward Counterparty shall have received on the Closing Date an opinion of Alan G. Berkshire, Esq., General Counsel to Nuveen, dated the Closing Date, to the effect that:

(i)Nuveen has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its property and to conduct its business as described in the Nuveen Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect;

(ii)each Significant Subsidiary of Nuveen has been duly incorporated or formed, is validly existing in good standing under the laws of the jurisdiction of its incorporation or formation, has the requisite corporate power and authority to own its property and to conduct its business as described in the Nuveen Prospectus and is duly qualified to transact such business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect;

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(iii)the Nuveen Class A Shares to be sold by the Selling Stockholders have been duly authorized and are validly issued, fully paid and non-assessable;

(iv)to such counsel’s knowledge and other than as set forth in the Nuveen Prospectus, there are no legal or governmental proceedings pending or threatened to which Nuveen or any of its subsidiaries is a party or to which any of the properties of Nuveen or any of its subsidiaries is subject, which, if determined adversely to Nuveen or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect;

(v)each of the Investment Advisory Subsidiaries is duly registered as an investment adviser under the Advisers Act.  To the best of such counsel’s knowledge, none of Nuveen or its subsidiaries other than the Investment Advisory Subsidiaries is required to be registered, licensed, or qualified as an investment adviser under the Advisers Act and the rules and regulation of the Commission promulgated thereunder or under applicable state laws, except where any failure to be so registered, licensed, or qualified would not have a Material Adverse Effect.  To such counsel’s knowledge, each of the Investment Advisory Subsidiaries is in compliance with the Advisers Act and applicable state laws, regulations, ordinances and rules applicable to it or its operations relating to investment advisory activities except where any failure by any such Investment Advisory Subsidiary to comply with any such law, regulation, ordinance or rule would not have a Material Adverse Effect;

(vi)to the knowledge of such counsel, neither Nuveen nor any Investment Advisory Subsidiary is in breach or violation of or in default under any investment advisory contract which would individually or in the aggregate have a Material Adverse Effect;

(vii)the Broker-Dealer Subsidiary is duly registered, licensed or qualified as a broker-dealer under the Exchange Act and in each jurisdiction where the conduct of its business requires registration, licensing or qualification, except to the extent that the failure to be so registered, licensed or qualified would not have a Material Adverse Effect.  None of Nuveen or its subsidiaries, other than the Broker-Dealer Subsidiary, is required to be registered, licensed or qualified as a broker-dealer under the Exchange Act and the rules and regulations of the Commission promulgated thereunder or under the laws requiring any such registration, licensing or qualification in any jurisdiction in which it conducts business except where any failure to be so registered, licensed or qualified would not have a Material Adverse Effect.  Each of Nuveen and the Broker-Dealer Subsidiary is in compliance with all laws, regulations, ordinances and rules (including those of any self regulatory organizations)

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as applicable to it or its operations relating to broker-dealer activities except where any failure to comply with any such law, regulation, ordinance or rule would not have, individually or in the aggregate, a Material Adverse Effect;

(viii)except as disclosed in the Nuveen Prospectus, the execution and delivery by Nuveen of, and the performance by Nuveen of its obligations under, this Agreement, the Common Stock Underwriting Agreement, the Nuveen Repurchase Agreement, the Bridge Facility and the Separation Agreement will not contravene (i) any provision of applicable law or (ii) the certificate of incorporation or by-laws of Nuveen or, (iii) to such counsel’s knowledge, any agreement or other instrument binding upon Nuveen or any of its subsidiaries that is material to Nuveen and its subsidiaries, taken as a whole, or, (iv) to such counsel’s knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over Nuveen or any subsidiary, and no consent, approval, authorization or order of, or qualification with, any U.S. federal, Illinois State or State of Delaware governmental body or agency is required for the performance by Nuveen of its obligations under this Agreement, the Common Stock Underwriting Agreement, the Nuveen Repurchase Agreement, the Bridge Facility and the Separation Agreement except those which have been obtained and made, and as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Nuveen Class A Shares (it being understood that this opinion is limited to those consents, approvals, authorizations, orders, and qualifications that, in such counsel’s experience, are normally applicable to transactions of the type contemplated by this Agreement and the Common Stock Underwriting Agreement); and

(ix)the Nuveen Registration Statement and the Nuveen Prospectus (except for the financial statements and related notes and other financial or statistical data included therein or omitted therefrom, as to which such counsel need not comment) appear on their face to be responsive as to form in all material respects to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder.

In the course of such counsel’s participation in the preparation of the Nuveen Registration Statement and Nuveen Prospectus and review and discussion of the contents thereof, although such counsel has not independently checked or verified, and is not passing upon and assumes no responsibility for, the accuracy, completeness, or fairness thereof, or otherwise verified the statements made therein (it being understood that such counsel has prepared and reviewed the disclosures incorporated by reference in the Prospectus under the captions “Business—Regulatory,” and “Legal Proceedings”), as of the Closing Date no facts have come to the attention of such counsel that cause such counsel to believe

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that (i) the Nuveen Registration Statement or the prospectus included therein (except for the financial statements and related notes and other financial or statistical data included therein or omitted therefrom, as to which such counsel need not comment) on the date the Nuveen Registration Statement became effective and as of the date of this Agreement contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Nuveen Prospectus (except for the financial statements and related notes and other financial or statistical data included therein or omitted therefrom, as to which such counsel need not comment) as of its date or as of the Closing Date contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

In rendering such opinion, such counsel may rely, without independent verification, (x) as to matters of fact, to the extent he deems appropriate, on certificates of responsible officers of Nuveen and public officials, and (y) as to matters involving the application of any jurisdiction other than the State of Illinois, the federal laws of the United States and the General Corporation Law of the State of Delaware, to the extent he deems appropriate and specified in such opinion, upon the opinion of other counsel of good standing whom he reasonably believes to be reliable and who are reasonably satisfactory to counsel for the Mandatory Issuer, the Underwriters and the Forward Counterparty.

(f)The Mandatory Issuer, the Underwriters and the Forward Counterparty shall have received on the Closing Date an opinion of Wachtell, Lipton, Rosen & Katz, counsel for St. Paul Travelers, dated the Closing Date, to the effect that:

(i)this Agreement has been duly authorized, executed and delivered by or on behalf of St. Paul Travelers;

(ii)the ML Forward Agreement has been duly authorized, executed and delivered by St. Paul Travelers and is a valid and binding agreement of St. Paul Travelers, enforceable in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

(iii)the Nuveen Repurchase Agreement has been duly authorized, executed and delivered by St. Paul Travelers and is a valid and binding agreement of St. Paul Travelers, enforceable against St. Paul Travelers in accordance with its terms except as (A) the enforceability

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thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

(iv)the Separation Agreement has been duly authorized, executed and delivered by St. Paul Travelers and is a valid and binding agreement of St. Paul Travelers, enforceable against St. Paul Travelers in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

(v)the execution and delivery by St. Paul Travelers of, and the performance by St. Paul Travelers of its obligations under, this Agreement, the ML Forward Agreement, the Nuveen Repurchase Agreement and the Separation Agreement will not contravene any provision of applicable law, or the certificate of incorporation or by-laws of St. Paul Travelers, or, to such counsel’s knowledge, any agreement or other instrument binding upon St. Paul Travelers that is material to St. Paul Travelers and its subsidiaries taken as a whole, or, to such counsel’s knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over St. Paul Travelers, and no consent, approval, authorization or order of, or qualification with, any U.S. federal, New York State or State of Delaware governmental body or agency is required for the performance by St. Paul Travelers of its obligations under this Agreement, the Selling Stockholder Forward Agreements, the Nuveen Repurchase Agreement and the Separation Agreement, except those which have been obtained and made, and as may be required by the securities or Blue Sky laws of the various states in connection with offer and sale of the Nuveen Class A Shares (it being understood that this opinion is limited to the consents, approvals, authorizations, orders, and qualifications that, in such counsel’s experience, are normally applicable to transactions of the type contemplated by this Agreement and the Common Stock Underwriting Agreement); and

(vi)upon payment for the Nuveen Class A Shares to be sold by St. Paul Travelers pursuant to the ML Forward Agreement, delivery of such Nuveen Class A Shares to the Forward Counterparty, registration of such Nuveen Class A Shares in the name of the Forward Counterparty (assuming that the Forward Counterparty does not have notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Nuveen Class A Shares), (A) the Forward Counterparty shall be a

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“protected purchaser” of such Nuveen Class A Shares within the meaning of Section 8-303 of the UCC, and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Nuveen Class A Shares may be validly asserted against the Forward Counterparty; in giving this opinion, counsel for St. Paul Travelers may assume that when such payment, delivery and crediting occur, such Nuveen Class A Shares will have been registered in the name of the Forward Counterparty on Nuveen’s share registry in accordance with its certificate of incorporation, bylaws and applicable law.

In rendering such opinion, such counsel may rely, without independent verification, (x) as to matters of fact, to the extent they deem appropriate, upon the representations of each Selling Stockholder contained herein and in other documents and instruments, provided that the Mandatory Issuer, the Underwriters and the Forward Counterparty are provided copies of such other documents and instruments and they are reasonably satisfactory to counsel for the Mandatory Issuer, the Underwriters and the Forward Counterparty, and (y) as to legal matters, to the extent they deem appropriate and specified in such opinion, upon the opinion or opinions of other counsel of good standing whom they reasonably believe to be reliable and who are reasonably satisfactory to counsel for the Mandatory Issuer, the Underwriters and the Forward Counterparty.

(g)The Mandatory Issuer, the Underwriters and the Forward Counterparty shall have received on the Closing Date an opinion of Davis Polk & Wardwell, counsel for the Underwriters, dated the Closing Date, covering the matters referred to in Sections 6(d)(iii) and the penultimate paragraph of Section 6(d) above, and further to the effect that the statements relating to legal matters or documents included in the Nuveen Prospectus under the caption “Underwriting” fairly summarize in all material respects such matters or documents.

With respect to the penultimate paragraph in Section 6(d) above, Davis Polk & Wardwell may state that their opinions and beliefs are based upon their participation in the preparation of the Nuveen Registration Statement and the Nuveen Prospectus and any amendments or supplements thereto (other than the documents incorporated by reference) and upon review and discussion of the contents thereof (including documents incorporated by reference), but are without independent check or verification, except as specified.

The opinions of Wachtell, Lipton, Rosen & Katz described in Sections 6(d) and 6(e) above (and any opinions of counsel for St. Paul Travelers referred to in the immediately preceding paragraph) and the opinion of Alan G. Berkshire in Section 6(e) above shall be rendered to the Mandatory Issuer and the Underwriters at the request of Nuveen or St. Paul Travelers, as the case may be, and shall so state therein.

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(h)The Mandatory Issuer, the Underwriters and the Forward Counterparty shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Mandatory Issuer, the Underwriters and the Forward Counterparty, from KPMG LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Nuveen Registration Statement and the Nuveen Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.

(i)The “lock-up” agreements, each substantially in the form of Exhibit A to the Common Stock Underwriting Agreement, between the Underwriters under the Common Stock Underwriting Agreement and certain officers and directors of Nuveen relating to sales and certain other dispositions of shares of Nuveen Common Stock or certain other securities, copies of which shall have been delivered to the Mandatory Issuer and the Underwriters on or before the date hereof, shall be in full force and effect on the Closing Date.

(j)The Underwriters shall have received at or prior to 10:00 a.m., New York City time, on the Closing Date payment of the commission set forth in Section 5 hereof.

7.Covenants of Nuveen.  Nuveen covenants with the Mandatory Issuer, the Underwriters and the Forward Counterparty as follows:

(a)Nuveen shall furnish to the Mandatory Issuer and each Underwriter, without charge, three signed copies of the Nuveen Registration Statement (including exhibits thereto and documents incorporated by reference) and furnish to the Mandatory Issuer and each Underwriter in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 7(c) below, as many copies of the Nuveen Prospectus, any documents incorporated therein by reference and any supplements and amendments thereto or to the Nuveen Registration Statement as the Mandatory Issuer and the Underwriters may reasonably request.

(b)Before amending or supplementing the Nuveen Registration Statement or the Nuveen Prospectus, Nuveen shall furnish to the Mandatory Issuer and the Underwriters a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which the Mandatory Issuer and the Underwriters reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule.

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(c)If, during such period after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters the Nuveen Prospectus is required by law to be delivered in connection with sales of Securities by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Nuveen Prospectus in order to make the statements therein, in the light of the circumstances when the Nuveen Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Mandatory Issuer and the Underwriters, it is necessary to amend or supplement the Nuveen Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Mandatory Issuer and the Underwriters shall furnish to Nuveen) to which Securities may have been sold by the Mandatory Issuer and the Underwriters on behalf and to any other dealers upon request, either amendments or supplements to the Nuveen Prospectus so that the statements in the Nuveen Prospectus as so amended or supplemented will not, in the light of the circumstances when the Nuveen Prospectus is delivered to a purchaser, be misleading or so that the Nuveen Prospectus, as amended or supplemented, will comply with law.

(d)To use reasonable efforts to qualify the Nuveen Class A Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Mandatory Issuer and the Underwriters shall reasonably request.

(e)To make generally available to Nuveen’s security holders and to the Mandatory Issuer and the Underwriters as soon as practicable an earning statement covering the twelve-month period ending June 30, 2006 that satisfies the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.

8.Expenses.  Whether or not the transactions contemplated in the ML Securities Underwriting Agreement are consummated or the ML Securities Underwriting Agreement and this Agreement are terminated, St. Paul Travelers agrees to pay or cause to be paid all expenses incident to the performance of its and Nuveen’s obligations under this Agreement, including: (i) the fees, disbursements and expenses of Nuveen’s counsel, Nuveen’s accountants and counsel for the Selling Stockholders in connection with the registration and delivery of the Nuveen Class A Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Nuveen Registration Statement, any Nuveen preliminary prospectus, the Nuveen Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) the cost of printing or producing any Blue Sky memorandum in connection with the offer and sale of the Nuveen Class A Shares under state securities laws and all expenses in connection with the qualification of the Nuveen Class A Shares to be sold under the ML Forward Agreement for offer and sale under state

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securities laws as provided in Section 7(d) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky memorandum, (iii) all costs and expenses incident to listing the Nuveen Class A Shares on the New York Stock Exchange, (iv) the cost of printing certificates representing the Nuveen Class A Shares to be sold under the ML Forward Agreement, (v) the costs and charges of any transfer agent, registrar or depositary, (vi) the costs and expenses of Nuveen relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of Nuveen, travel and lodging expenses of the representatives (who, for the avoidance of doubt, shall not include the Underwriters) and officers of Nuveen and any such consultants, and the cost of any aircraft chartered in connection with the road show, (vii) the document production charges and expenses associated with printing this Agreement and (viii) all other costs and expenses incident to the performance of the obligations of Nuveen and St. Paul Travelers hereunder for which provision is not otherwise made in this Section.  It is understood, however, that except as provided in this Section, Section 9 entitled “Indemnity” and Section 10 entitled “Contribution”, the Mandatory Issuer, the Forward Counterparty and the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Nuveen Class A Shares by them and any advertising expenses connected with any offers they may make.

The provisions of this Section shall not supersede or otherwise affect any agreement that Nuveen and St. Paul Travelers may otherwise have for the allocation of such expenses among themselves.

9.Indemnity.  (a) Nuveen agrees to indemnify and hold harmless the Mandatory Issuer, each Underwriter, each person, if any, who controls the Mandatory Issuer or any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Mandatory Issuer or any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim), as incurred, caused by any untrue statement or alleged untrue statement of a material fact contained in the Nuveen Registration Statement or any amendment thereof, any Nuveen preliminary prospectus or the Nuveen Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon (i) information relating to any Underwriter, the

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Mandatory Issuer or the Forward Counterparty furnished to Nuveen in writing by such Underwriter, Mandatory Issuer or Forward Counterparty expressly for use therein, or (ii) the Selling Stockholder Information; provided, however, that the foregoing indemnity agreement with respect to any Nuveen preliminary prospectus shall not inure to the benefit of either Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased Securities or Nuveen Class A Shares, or any person controlling such Underwriter or affiliate of such Underwriter within the meaning of Rule 405 of the Securities Act, if a copy of the Nuveen Prospectus (as then amended or supplemented if Nuveen shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Securities or Nuveen Class A Shares to such person, and if the Nuveen Prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by Nuveen with Section 7(a) hereof.

(b)St. Paul Travelers agrees to indemnify and hold harmless the Mandatory Issuer, each Underwriter, each person, if any, who controls the Mandatory Issuer or any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Mandatory Issuer or any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim), as incurred, caused by any untrue statement or alleged untrue statement of a material fact contained in the Nuveen Registration Statement or any amendment thereof, any Nuveen preliminary prospectus or the Nuveen Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to the Selling Stockholder Information; provided, however, that the foregoing indemnity agreement shall not cover any such losses, claims, damages or liabilities as are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter, the Mandatory Issuer or Forward Counterparty furnished to Nuveen in writing by such Underwriter, the Mandatory Issuer or Forward Counterparty expressly for use therein; and provided further, however, that the foregoing indemnity agreement with respect to any Nuveen preliminary prospectus shall not inure to the benefit of either Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased Securities or Nuveen Class A Shares, or any person controlling such Underwriter or affiliate of such Underwriter within the meaning of Rule 405 of the Securities Act, if a copy of the Nuveen Prospectus (as then amended or supplemented if Nuveen shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person,

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if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Securities or Nuveen Class A Shares to such person, and if the Nuveen Prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by Nuveen with Section 7(a) hereof.  The liability of St. Paul Travelers under the indemnity agreement contained in this paragraph shall be limited to an amount equal to the aggregate purchase price received or to be received by St. Paul Travelers under the ML Forward Agreement less any commissions paid or payable under this Agreement.

(c)Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Mandatory Issuer, Nuveen, St. Paul Travelers, the directors of Nuveen, the officers of Nuveen who sign the Nuveen Registration Statement, and each person, if any, who controls the Mandatory Issuer, Nuveen or St. Paul Travelers within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Nuveen Registration Statement or any amendment thereof, any Nuveen preliminary prospectus or the Nuveen Prospectus (as amended or supplemented if Nuveen shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to such Underwriter furnished to Nuveen in writing by such Underwriter expressly for use in the Nuveen Registration Statement, any Nuveen preliminary prospectus, the Nuveen Prospectus or any amendments or supplements thereto.

(d)In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a), 9(b) or 9(c) hereof, such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding.  In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.  It is understood that the indemnifying party shall not, in

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respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (i) the fees and expenses of more than one separate firm (in addition to any local counsel) for all Underwriters and all persons, if any, who control any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or who are affiliates of any Underwriter within the meaning of Rule 405 under the Securities Act, (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Mandatory Issuer, its directors, and each person, if any, who controls the Mandatory Issuer within the meaning of either such Section or who are affiliates of the Mandatory Issuer within the meaning of Rule 405 under the Securities Act, (iii) the fees and expenses of more than one separate firm (in addition to any local counsel) for Nuveen, its directors, its officers who sign the Nuveen Registration Statement and each person, if any, who controls Nuveen within the meaning of either such Section and (iv) the fees and expenses of more than one separate firm (in addition to any local counsel) for St. Paul Travelers and all persons, if any, who control St. Paul Travelers within the meaning of either such Section, and that all such fees and expenses shall be reimbursed as they are incurred.  In the case of any such separate firm for the Mandatory Issuer and such control persons and affiliates of the Mandatory Issuer, such firm shall be designated in writing by the Mandatory Issuer.  In the case of any such separate firm for the Underwriters and such control persons and affiliates of any Underwriters, such firm shall be designated in writing by the Underwriters.  In the case of any such separate firm for Nuveen, and such directors, officers and control persons of Nuveen, such firm shall be designated in writing by Nuveen.  In the case of any such separate firm for St. Paul Travelers and such control persons of St. Paul Travelers, such firm shall be designated in writing by St. Paul Travelers.  The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

10.Contribution.  (a) To the extent the indemnification provided for in Section 9 hereof is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by

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Nuveen, St. Paul Travelers, the Mandatory Issuer and the Underwriters, respectively, as set forth in Section 10(b) below, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of Nuveen, St. Paul Travelers, the Mandatory Issuer and the Underwriters, respectively, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.

(b)For purposes of determining the relative benefits of Nuveen, St. Paul Travelers, the Mandatory Issuer and the Underwriters, respectively, the net proceeds from the offering of the Securities (before deducting expenses) shall be deemed to have been received by Nuveen and St. Paul Travelers, and the relative benefits of Nuveen and St. Paul Travelers on the one hand and the Underwriters on the other hand, shall be in the same respective proportions as the net proceeds from the offering of the Securities (before deducting expenses) deemed received by Nuveen and St. Paul Travelers and the total underwriting discounts and commissions received by the Underwriters (including pursuant to this Agreement), in each case as set forth in the table on the cover of the Securities Prospectus Supplement (replacing Nuveen and St. Paul Travelers for the Mandatory Issuer) and including any discounts received by affiliates of the Underwriters under the Selling Stockholder Forward Agreements, bear to the aggregate Public Offering Price of the Securities, and the Mandatory Issuer shall be deemed not to have received any benefits.

(c)The relative fault of Nuveen, St. Paul Travelers, the Mandatory Issuer, the Underwriters and the Forward Counterparty, respectively, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by Nuveen, St. Paul Travelers, the Mandatory Issuer, the Underwriters or the Forward Counterparty and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(d)The Underwriters’ respective obligations to contribute pursuant to this Section 10 are several in proportion to the aggregate principal amount of Securities they have purchased under the ML Securities Underwriting Agreement, and not joint.

(e)The liability of St. Paul Travelers under the contribution agreement contained in this Section 10 shall be limited to an amount equal to the aggregate purchase price received or to be received by St. Paul Travelers under the ML Forward Agreement less any commissions paid or payable under this Agreement; provided that the liability of the Mandatory Issuer, the Underwriters and the Forward Counterparty, collectively, under the contribution agreement contained

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in this Section 10 shall not be increased as a result of this limitation on the liability of St. Paul Travelers.

(f)Nuveen, St. Paul Travelers, the Mandatory Issuer and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 10 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 10.  The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 10, the Mandatory Issuer and the Underwriters, collectively, shall not be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that the Mandatory Issuer and the Underwriters, collectively, have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(g)The remedies provided for in Section 9 and this Section 10 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

11.Survival.  The indemnity provisions contained in Section 9, the contribution provisions contained in Section 10, and the representations, warranties and other statements of Nuveen and St. Paul Travelers contained in this Agreement shall remain operative and in full force and effect regardless of (a) any termination of this Agreement, (b) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter, the Mandatory Issuer, any person controlling the Mandatory Issuer or any affiliate of the Mandatory Issuer, the Forward Counterparty, any person controlling the Forward Counterparty or any affiliate of the Forward Counterparty, St. Paul Travelers or any person controlling St. Paul Travelers, or Nuveen, its officers or directors or any person controlling Nuveen and (c) acceptance of and payment for any of the Securities.

12.Termination.  This Agreement shall terminate, if after the execution and delivery of this Agreement and prior to the Closing Date the ML Securities Underwriting Agreement shall have terminated in accordance with the termination provisions contained therein prior to the Closing Date.

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13.Effectiveness. This Agreement shall become effective upon the effectiveness of the ML Securities Underwriting Agreement.

14.Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

15.Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

16.Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

17.Notices.  All communications hereunder shall be in writing and effective only upon receipt and if to the Mandatory Issuer shall be delivered, mailed or sent to Merrill Lynch & Co., Inc., 4 World Financial Center, New York, NY 10080, Attention:  Treasurer’s Office; if to the Underwriters shall be delivered, mailed or sent to Merrill Lynch, Pierce, Fenner & Smith Incorporated, 4 World Financial Center, New York, New York, 10080, Attention:  Global Origination Counsel, and Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New York 10036, Attention: Syndicate Desk; if to the Forward Counterparty shall be delivered, mailed or sent to Merrill Lynch & Co., Inc., 4 World Financial Center, New York, NY 10080; if to Nuveen shall be delivered, mailed or sent to Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois 60606 Attention: Alan G. Berkshire, Esq.; and if to St. Paul Travelers shall be delivered, mailed or sent to The St. Paul Travelers Companies, Inc., 385 Washington Street, Saint Paul, MN 55102, Attention:  Kenneth F. Spence, III.

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IN WITNESS WHEREOF, each of the Mandatory Issuer, Nuveen, St. Paul Travelers, each Underwriter and the Forward Counterparty has caused this Agreement to be duly executed on its behalf as of the date hereof.

MERRILL LYNCH & CO., INC.
By:	/s/ Jens Berding
	Name:	Jens Berding
	Title:	ML Treasury

NUVEEN INVESTMENTS, INC.
By:	/s/ Alan G. Berkshire
	Name:	Alan G. Berkshire
	Title:	Senior Vice President

THE ST. PAUL TRAVELERS COMPANIES, INC.
By:	/s/ Samuel G. Liss
	Name:	Samuel G. Liss
	Title:	Executive Vice President

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MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:	/s/ Michael P. McCleary
	Name:	Michael P. McCleary
	Title:	Authorized Signatory

MORGAN STANLEY & CO. INCORPORATED
By:	/s/ John D. Tyree
	Name:	John D. Tyree
	Title:	Executive Director

MERRILL LYNCH INTERNATIONAL
By:	/s/ Kristen Chung
	Name:	Kristen Chung
	Title:	Authorized Signatory

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EX-10.5

Exhibit 10.5

MORGAN STANLEY MANDATORILY EXCHANGEABLE INDEMNITY
AGREEMENT

among

MORGAN STANLEY,
as Issuer of 5.875% Mandatorily Exchangeable Securities due October 15, 2008,

NUVEEN INVESTMENTS, INC.,
as Issuer of shares of Class A common stock, par value $0.01 per share,

THE ST. PAUL TRAVELERS COMPANIES, INC.,
as Selling Stockholder,

MORGAN STANLEY & CO. INCORPORATED

and

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
as Underwriters,

and

MORGAN STANLEY & CO. INTERNATIONAL LIMITED,
as Forward Counterparty

dated as of April 6, 2005

MORGAN STANLEY MANDATORILY EXCHANGEABLE INDEMNITY AGREEMENT

Morgan Stanley Mandatorily Exchangeable Indemnity Agreement (this “Agreement”), dated as of April 6, 2005, among Morgan Stanley, a Delaware corporation (the “Mandatory Issuer”), Nuveen Investments, Inc., a Delaware corporation (“Nuveen”), The St. Paul Travelers Companies, Inc., a Minnesota corporation (“St. Paul Travelers”), Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated (each, an “Underwriter” and together, the “Underwriters”), and Morgan Stanley & Co. International Limited (the “Forward Counterparty”).

WHEREAS, the Mandatory Issuer has entered into an underwriting agreement (the “MS Securities Underwriting Agreement”), pursuant to which the Mandatory Issuer has agreed to issue and sell to the Underwriters $275,060,000 aggregate principal amount of 5.875% Mandatorily Exchangeable Securities due October 15, 2008 (the “Securities”), mandatorily exchangeable for shares of the Class A common stock, par value $0.01 per share, of Nuveen (the “Nuveen Class A Shares”) or the cash value thereof;

WHEREAS, the Securities are to be issued pursuant to the provisions of an indenture dated as of November 1, 2004, between the Mandatory Issuer and JPMorgan Chase Bank, N.A.;

WHEREAS, the Mandatory Issuer has filed with the Securities and Exchange Commission (the “Commission”) a registration statement, including a prospectus, relating to the Securities, dated November 10, 2004 (the “Mandatory Issuer Basic Prospectus”), and has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission a prospectus supplement (the “Securities Prospectus Supplement”) specifically relating to the Securities pursuant to Rule 424 under the Securities Act of 1933, as amended (the “Securities Act”);

WHEREAS, St. Paul Travelers has entered on the date hereof into a prepaid forward sale transaction with the Forward Counterparty, pursuant to which St. Paul Travelers will deliver to the Forward Counterparty 6,067,500 Nuveen Class A Shares (subject to St. Paul Travelers’ right to cash settle such transaction) (the “MS Forward Agreement”);

WHEREAS, Nuveen has filed with the Commission a registration statement, including a prospectus, relating to the Nuveen Class A Shares, dated March 18, 2005 (the “Nuveen Basic Prospectus”), and has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission a final prospectus supplement (the “Nuveen Prospectus Supplement”) pursuant to Rule 424 under the Securities Act specifically relating to the Nuveen Class A Shares to be delivered pursuant to the MS Forward Agreement;

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WHEREAS, the Mandatory Issuer and the Underwriters are willing to carry out the transactions contemplated by the MS Securities Underwriting Agreement, and the Forward Counterparty is willing to enter into the MS Forward Agreement, on the condition that Nuveen and St. Paul Travelers enter into, and perform their respective obligations under, this Agreement;

THEREFORE, the parties hereto agree as follows:

1.Definitions.  (a)  The following terms, as used herein, have the following meanings:

“1940 Act” has the meaning set forth in Section 2(aa).

“Advisers Act” has the meaning set forth in Section 2(bb).

“Agreement” has the meaning set forth in the preamble of this Agreement.

“Basic Prospectus” means the Nuveen Basic Prospectus or the Mandatory Issuer Basic Prospectus, as the case may be.

“Bridge Facility” means the bridge loan facility, dated April 1, 2005 between Nuveen and Citicorp North America, Inc., as administrative agent, and the other lenders thereto.

“Broker-Dealer Subsidiary” has the meaning set forth in Section 2(cc).

“Closing Date” means the date on which the Mandatory Issuer shall deliver the Securities and the Underwriters shall pay the purchase price for the Securities, as set forth in the MS Securities Underwriting Agreement.

“Commission” has the meaning set forth in the recitals of this Agreement.

“Common Stock Underwriting Agreement” means the Underwriting Agreement, dated the date hereof, among Nuveen, the Selling Stockholders, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated, acting severally on behalf of themselves and the several underwriters named in Schedule I thereto.

“Environmental Laws” has the meaning set forth in Section 2(z).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Forward Counterparty” has the meaning set forth in the preamble of this Agreement.

“indemnified party” has the meaning set forth in Section 9(d).

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“indemnifying party” has the meaning set forth in Section 9(d).

“Investment Advisory Subsidiaries” has the meaning set forth in Section 2(bb).

“Mandatory Issuer” has the meaning set forth in the preamble of this Agreement.

“Mandatory Issuer Basic Prospectus” has the meaning set forth in the recitals of this Agreement.

“Mandatory Issuer Registration Statement” means the registration statement of the Mandatory Issuer that contains the Securities Prospectus, including the exhibits thereto, as amended to the date of this Agreement.

“Material Adverse Effect” has the meaning set forth in Section 2(d).

“ML Forward Agreement” means the prepaid forward sale transaction entered into between St. Paul Travelers and Merrill Lynch International, pursuant to which St. Paul Travelers will deliver to Merrill Lynch International 5,824,800 Nuveen Class A Shares (subject to St. Paul Travelers’ right to cash settle such transaction).

“MS Forward Agreement” has the meaning set forth in the recitals of this Agreement.

“MS Securities Underwriting Agreement” has the meaning set forth in the recitals of this Agreement.

“Nuveen” has the meaning set forth in the preamble of this Agreement.

“Nuveen Basic Prospectus” has the meaning set forth in the recitals to this Agreement.

“Nuveen Class A Shares” has the meaning set forth in the recitals of this Agreement.

“Nuveen Class B Shares” means shares of Nuveen Class B common stock, par value $0.01 per share.

“Nuveen Common Stock” means the Nuveen Class A Shares and Nuveen Class B Shares.

“Nuveen preliminary prospectus” means a preliminary Nuveen Prospectus Supplement specifically relating to the Nuveen Class A Shares to be delivered pursuant to the MS Forward Agreement, together with the Nuveen Basic Prospectus.

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“Nuveen Prospectus” means the Nuveen Basic Prospectus together with the Nuveen Prospectus Supplement.

“Nuveen Prospectus Supplement” has the meaning set forth in the recitals of this Agreement.

“Nuveen Registration Statement” means the registration statement on Form S-3 of Nuveen that contains the Nuveen Prospectus, including the exhibits thereto, as amended to the date of this Agreement.

“Nuveen Repurchase Agreement” means the agreement, dated as of March 29, 2005, between Nuveen and St. Paul Travelers pursuant to which St. Paul Travelers will sell to Nuveen $200 million of shares of Nuveen Common Stock on the Closing Date and $400 million of shares of Nuveen Common Stock on a forward basis no later than December 23, 2005.

“preliminary prospectus” means any Nuveen preliminary prospectus or any Securities preliminary prospectus.

“Prospectus” means the Nuveen Prospectus or the Securities Prospectus.

“Public Offering Price of the Securities” means the price to the public set forth in the table on the cover of the Securities Prospectus Supplement.

“Securities” has the meaning set forth in the recitals of this Agreement.

“Securities Act” has the meaning set forth in the recitals of this Agreement.

“Securities preliminary prospectus” means a preliminary Prospectus Supplement specifically relating to the Securities, together with the Mandatory Issuer Basic Prospectus.

“Securities Prospectus” means the Mandatory Issuer Basic Prospectus together with the Securities Prospectus Supplement.

“Securities Prospectus Supplement” has the meaning set forth in the recitals of this Agreement.

“Selling Stockholders” means St. Paul Travelers and St. Paul Fire and Marine Insurance Company, a Minnesota corporation.

“Selling Stockholder Forward Agreements” means the ML Forward Agreement and the MS Forward Agreement.

“Selling Stockholder Information” means, collectively, all statements or omissions based upon information relating to the Selling Stockholders furnished

5

to Nuveen in writing by the Selling Stockholders expressly for use in the Nuveen Registration Statement or the Nuveen Prospectus or any amendments or supplements thereto.

“Separation Agreement” means the separation agreement dated as of April 1, 2005 between Nuveen and St. Paul Travelers.

“Significant Subsidiaries” has the meaning set forth in Section 2(d).

“St. Paul Travelers” has the meaning set forth in the preamble of this Agreement.

“UCC” has the meaning set forth in Section 3(f).

“Underwriter” or “Underwriters” has the meaning set forth in the preamble.

(b)Incorporation by Reference.  As used herein:

(i)The terms “Basic Prospectus,” “Prospectus” and “preliminary prospectus” shall include in each case the documents incorporated by reference therein.

(ii)The terms “supplement” and “amendment” or “amend” as used in this Agreement shall include, without limitation, all documents deemed to be incorporated by reference in the relevant Prospectus that are filed subsequent to the date of the Basic Prospectus by the respective registrant with the Commission pursuant to the Exchange Act.

(c)All references in this Agreement to sections and subsections are to sections and subsections in this Agreement unless otherwise specified.

2.Representations and Warranties of Nuveen.  Nuveen represents and warrants to and agrees with the Mandatory Issuer and each of the Underwriters that:

(a)The Nuveen Registration Statement has been declared effective by the Commission; no stop order suspending the effectiveness of the Nuveen Registration Statement has been issued, and no notice has been received from the Commission by Nuveen that any proceedings for such purpose are pending or, to the knowledge of Nuveen, threatened by the Commission.

(b)(i) Each document filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Nuveen Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) the Nuveen Registration

6

Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Nuveen Registration Statement and the Nuveen Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder and (iv) the Nuveen Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions based upon (x) information relating to any Underwriter (or any “Underwriter” as such term is defined in the Common Stock Underwriting Agreement) furnished to Nuveen in writing by such Underwriter (or any “Underwriter” as such term is defined in the Common Stock Underwriting Agreement) expressly for use therein, or (y) the Selling Stockholder Information.

(c)Nuveen has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its property and to conduct its business as described in the Nuveen Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the financial condition, earnings or results of operations of Nuveen and its subsidiaries, taken as a whole (a “Material Adverse Effect”).

(d)Each Investment Advisory Subsidiary (as defined below) and each significant subsidiary (as that term is defined under Regulation S-X promulgated under the Exchange Act) of Nuveen (together with the Investment Advisory Subsidiaries, each, a “Significant Subsidiary”, and collectively, the “Significant Subsidiaries”) has been duly incorporated or formed, is validly existing in good standing under the laws of the jurisdiction of its incorporation or formation, has the requisite power and authority to own its property and to conduct its business as described in the Nuveen Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect; all of the issued shares of capital stock or interests of each Significant Subsidiary of Nuveen have been duly and validly authorized and issued, are fully paid and non-assessable, or the substantive equivalent thereto, and (except for directors’ qualifying shares) are owned directly or indirectly by Nuveen, free and clear of all liens, encumbrances, equities or claims, except in each case as would not cause a Material Adverse Effect.

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(e)This Agreement has been duly authorized, executed and delivered by Nuveen.

(f)The Nuveen Repurchase Agreement has been duly authorized, executed and delivered by Nuveen and is a valid and binding agreement of Nuveen, enforceable against Nuveen in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

(g)The Bridge Facility has been duly authorized, executed and delivered by Nuveen and is a valid and binding agreement of Nuveen, enforceable against Nuveen in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

(h)The Separation Agreement has been duly authorized, executed and delivered by Nuveen and is a valid and binding agreement of Nuveen, enforceable against Nuveen in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

(i)The authorized capital stock of Nuveen conforms as to legal matters to the description thereof contained in the Nuveen Prospectus.

(j)The outstanding Nuveen Class B Shares held by the Selling Stockholders to be converted into Nuveen Class A Shares and sold by the Selling Stockholders under the Common Stock Underwriting Agreement and the outstanding Nuveen Class B Shares held by St. Paul Travelers to be converted into Nuveen Class A Shares and sold by St. Paul Travelers under the Selling Stockholder Forward Agreements and the outstanding Nuveen Class B Shares to be sold by St. Paul Travelers under the Nuveen Repurchase Agreement have been duly authorized and are validly issued, fully paid and non-assessable.

(k)Except as disclosed in the Nuveen Prospectus, the execution and delivery by Nuveen of, and the performance by Nuveen of its obligations under, this Agreement, the Common Stock Underwriting Agreement, the Nuveen Repurchase Agreement, the Bridge Facility and the Separation Agreement will

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not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws of Nuveen, (iii) any agreement or other instrument binding upon Nuveen or any of its subsidiaries that is material to Nuveen and its subsidiaries, taken as a whole, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over Nuveen or any subsidiary of Nuveen, except in the case of (i), (iii), and (iv) as would not have a Material Adverse Effect, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by Nuveen of its obligations under this Agreement, the Common Stock Underwriting Agreement, the Nuveen Repurchase Agreement, the Bridge Facility and the Separation Agreement, except those which have been obtained and made and except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Nuveen Class A Shares and except for those which the failure to obtain, individually or in the aggregate, would not have a Material Adverse Effect.

(l)There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the financial condition or in the earnings, business or operations of Nuveen and its subsidiaries, taken as a whole, from that set forth in the Nuveen Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement).

(m)There are no legal or governmental proceedings pending or, to the knowledge of Nuveen, threatened to which Nuveen or any of its subsidiaries is a party or to which any of the properties of Nuveen or any of its subsidiaries is subject that are required to be described in the Nuveen Registration Statement or the Nuveen Prospectus and are not so described or any statutes, regulations, contracts or other documents that are required to be described in the Nuveen Registration Statement or the Nuveen Prospectus or to be filed as exhibits to the Nuveen Registration Statement that are not described or filed as required.

(n)Each preliminary prospectus filed as part of the Nuveen Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied as to form when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder.

(o)Except as disclosed in the Nuveen Prospectus, there are no contracts, agreements or understandings between Nuveen and any person granting such person the right to require Nuveen to file a registration statement under the Securities Act with respect to any securities of Nuveen or to require Nuveen to include such securities with the Nuveen Class A Shares registered pursuant to the Nuveen Registration Statement.

(p)Neither Nuveen nor any of its subsidiaries is in violation of its certificate of incorporation, by-laws or other constituent documents; neither

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Nuveen nor any of its subsidiaries is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or other instrument binding upon Nuveen or any of its subsidiaries, except to the extent any such violation or default would not, individually or in the aggregate, have a Material Adverse Effect.

(q)Subsequent to the respective dates as of which information is given in the Nuveen Registration Statement and the Nuveen Prospectus, (i) Nuveen and its subsidiaries have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction; (ii) Nuveen has not purchased any of its outstanding capital stock (other than open market repurchases pursuant to its open market repurchase program), nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (iii) there has not been any material change in the capital stock or any increase in short-term debt or long-term debt of Nuveen and its subsidiaries, except in each case as described in the Nuveen Prospectus or as contemplated by the offerings and transactions that are described therein.

(r)Nuveen and its Significant Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of Nuveen and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in the Nuveen Prospectus or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by Nuveen and its subsidiaries; and any real property and buildings held under lease by Nuveen and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by Nuveen and its subsidiaries, in each case except as described in the Nuveen Prospectus.

(s)Nuveen and its subsidiaries, either directly or through a subsidiary or subsidiaries, own or possess, or can acquire on reasonable terms, all material patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names necessary for the conduct of the business now operated by them, except where the failure to so own, possess or be able to acquire on reasonable terms would not, individually or in the aggregate, have a Material Adverse Effect, and neither Nuveen nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect.

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(t)No labor dispute with the employees of Nuveen or any of its subsidiaries exists or, to the knowledge of Nuveen, is imminent, that would have a Material Adverse Effect; and Nuveen is not aware of any existing, threatened or imminent labor disturbance by the employees of any of its principal suppliers, manufacturers or contractors that would have a Material Adverse Effect.

(u)Nuveen and its subsidiaries possess all material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and neither Nuveen nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, except as described in the Nuveen Prospectus.

(v)Nuveen and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(w)The Nuveen Class A Shares to be sold pursuant to the MS Forward Agreement have been authorized for listing on the New York Stock Exchange, subject only to official notice of issuance and have been registered under the Exchange Act.

(x)Except as described in the Nuveen Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), Nuveen has not sold, issued or distributed any shares of Nuveen Common Stock during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.

(y)KPMG LLP, whose report is included in the Nuveen Prospectus, has notified Nuveen that it is an independent registered public accounting firm with respect to Nuveen and its combined subsidiaries within the meaning of the Securities Act and the rules and regulations adopted by the Commission thereunder.  The financial statements of Nuveen and its combined subsidiaries (including the related notes) included in the Nuveen Registration Statement and the Nuveen Prospectus present fairly in all material respects the financial

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condition, results of operations and cash flows of the entities purported to be shown thereby at the dates and for the periods indicated and have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated and conform in all material respects with the rules and regulations adopted by the Commission under the Securities Act.

(z)Nuveen and its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, individually or in the aggregate, have a Material Adverse Effect.

(aa)Nuveen is not, and after giving effect to the offering and sale of the Nuveen Class A Shares pursuant to the MS Forward Agreement and the application of the proceeds thereof as described in the Nuveen Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”).

(bb)Except in each case as would not reasonably be expected to have a Material Adverse Effect:  Each of Rittenhouse Asset Management Inc., NWQ Investment Management Company LLC, Symphony Asset Management Inc., Nuveen Asset Management, Inc., Nuveen Investments Advisers and Nuveen Investments Institutional Services Group LLC (together, the “Investment Advisory Subsidiaries”) is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and none of the Investment Advisory Subsidiaries is prohibited by any provision of the Advisers Act or the 1940 Act, or the respective rules and regulations thereunder, from acting as an investment adviser.  The Investment Advisory Subsidiaries are the only direct or indirect subsidiaries of Nuveen required to be registered as investment advisers under the Advisers Act.  Each of the Investment Advisory Subsidiaries is duly registered, licensed or qualified as an investment adviser in each jurisdiction where the conduct of its business requires such registration and is in compliance with all federal, state and foreign laws requiring any such registration, licensing or qualification or is subject to no material liability or disability by reason of the failure to be so registered, licensed or qualified in any such jurisdiction or to be in such compliance.  None of Nuveen or its other direct or indirect subsidiaries is required to be registered, licensed or qualified as an investment adviser under the laws requiring any such registration, licensing or qualification in any jurisdiction in which it or such other subsidiaries conduct

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business or is subject to material liability or disability by reason of the failure to be so registered, licensed or qualified.

(cc)Nuveen Investments, LLC (the “Broker-Dealer Subsidiary”) is duly registered, licensed or qualified as a broker-dealer under the Exchange Act, and under the securities laws of each jurisdiction where the conduct of its business requires such registration and is in compliance with all federal, state and foreign laws requiring such registration, licensing or qualification or is subject to no material liability or disability by reason of the failure to be so registered, licensed or qualified in any such jurisdiction or to be in such compliance.  The Broker-Dealer Subsidiary is a member in good standing of National Association of Securities Dealers, Inc. and each other self regulatory organization where the conduct of its business requires such membership.  Neither Nuveen nor any of Nuveen’s other direct or indirect subsidiaries is required to be registered, licensed or qualified as a broker-dealer under the laws requiring any such registration, licensing or qualification in any jurisdiction in which it or such other subsidiaries conduct business or is subject to any material liability or disability by reason of the failure to be so registered, licensed or qualified except where the failure to be so registered, licensed or qualified would not have a Material Adverse Effect.

(dd)Each of the Investment Advisory Subsidiaries and the Broker-Dealer Subsidiary is, has been and will upon consummation of the transactions contemplated herein be, in compliance with, and each such entity has received no notice of any kind of any violation of, (A) all laws, regulations, ordinances and rules (including those of any non-governmental self-regulatory agencies) applicable to it or its operations relating to investment advisory or broker-dealer activities, as the case may be, and (B) all other laws, regulations, ordinances and rules applicable to it and its operations, except, in either case, where any failure to comply with any such law, regulation, ordinance or rule would not have, individually or in the aggregate, a Material Adverse Effect.

(ee)Each investment advisory agreement between Nuveen and any Investment Advisory Subsidiary on the one hand and any advisory client on the other hand is a legal and valid obligation of Nuveen and, to the knowledge of Nuveen, the other parties thereto, and neither Nuveen nor any Investment Advisory Subsidiary is, to the knowledge of Nuveen, in breach or violation of or in default under any such agreement which breach, violation or default would individually or in the aggregate have a Material Adverse Effect.

3.Representations and Warranties of St. Paul Travelers.  St. Paul Travelers represents and warrants to and agrees with the Mandatory Issuer and each of the Underwriters that:

(a)This Agreement has been duly authorized, executed and delivered by or on behalf of St. Paul Travelers.

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(b)The MS Forward Agreement has been duly authorized, executed and delivered by St. Paul Travelers and is a valid and binding agreement of St. Paul Travelers, enforceable against St. Paul Travelers in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

(c)The Nuveen Repurchase Agreement has been duly authorized, executed and delivered by St. Paul Travelers and is a valid and binding agreement of St. Paul Travelers, enforceable against St. Paul Travelers in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

(d)The Separation Agreement has been duly authorized, executed and delivered by St. Paul Travelers and is a valid and binding agreement of St. Paul Travelers, enforceable against St. Paul Travelers in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

(e)The execution and delivery by St. Paul Travelers of, and the performance by St. Paul Travelers of its obligations under, this Agreement, the MS Forward Agreement, the Nuveen Repurchase Agreement and the Separation Agreement will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws of St. Paul Travelers, (iii) any agreement or other instrument binding upon St. Paul Travelers that is material to St. Paul Travelers and its subsidiaries taken as a whole, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over St. Paul Travelers, except in the case of (i), (iii) and (iv) as would not have a material adverse effect on St. Paul Travelers and its subsidiaries taken as a whole, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by St. Paul Travelers of its obligations under this Agreement, the MS Forward Agreement, the Nuveen Repurchase Agreement and the Separation Agreement, except those which have been obtained and made, and as may be required by rules of the National Association of Securities Dealers, Inc., or by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Nuveen Class A Shares, and except for those the failure of which to obtain would not have

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a material adverse effect on St. Paul Travelers and its subsidiaries taken as a whole.

(f)St. Paul Travelers has (with respect to the Nuveen Class B Shares owned by St. Paul Travelers prior to the conversion of such Nuveen Class B Shares to Nuveen Class A Shares), and on the Closing Date and on each date of settlement under the MS Forward Agreement will have (with respect to the Nuveen Common Stock) valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Nuveen Common Stock to be sold by St. Paul Travelers pursuant to such MS Forward Agreement on such settlement date, free and clear of all security interests, claims, liens, equities or other encumbrances (other than any such encumbrances arising under the MS Forward Agreement) and the legal right and power, and all authorization and approval required by law, to enter into such MS Forward Agreement and to sell, transfer and deliver the Nuveen Common Stock to be sold by St. Paul Travelers pursuant to such MS Forward Agreement or a security entitlement in respect of such Nuveen Common Stock.

(g)Upon payment for the Nuveen Class A Shares to be sold by St. Paul Travelers pursuant to the MS Forward Agreement, delivery of such Nuveen Class A Shares to the Forward Counterparty, registration of such Nuveen Class A Shares in the name of the Forward Counterparty (assuming that the Forward Counterparty does not have notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Nuveen Class A Shares), (A) the Forward Counterparty shall be a “protected purchaser” of such Nuveen Class A Shares within the meaning of Section 8-303 of the UCC and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Nuveen Class A Shares may be validly asserted against the Forward Counterparty; for purposes of this representation, St. Paul Travelers may assume that when such payment, delivery and crediting occur, such Nuveen Class A Shares will have been registered in the name of the Forward Counterparty on Nuveen’s share registry in accordance with its certificate of incorporation, bylaws and applicable law.

(h)St. Paul Travelers is not prompted by any information concerning Nuveen or its subsidiaries which is not set forth in the Nuveen Prospectus or otherwise has been publicly disclosed by St. Paul Travelers to sell Nuveen Class A Shares pursuant to the Selling Stockholder Forward Agreements.

(i)(i)  The Nuveen Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Nuveen Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the

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circumstances under which they were made, not misleading, provided that the representations and warranties set forth in this paragraph 3(i) are limited to the Selling Stockholder Information.

4.“Lock-Up” Agreement of Nuveen and St. Paul Travelers.  Each of Nuveen and St. Paul Travelers hereby agrees that, without the prior written consent of the Underwriters, it will not, during the period ending 90 days after the date of the Nuveen Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Nuveen Common Stock or any securities convertible into or exercisable or exchangeable for Nuveen Common Stock; or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Nuveen Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Nuveen Common Stock or such other securities, in cash or otherwise; or (3) file any registration statement with the Commission relating to the offering of any shares of Nuveen Common Stock or any securities convertible into or exercisable or exchangeable for Nuveen Common Stock.

The restrictions contained in the preceding paragraph shall not apply to (a) the Nuveen Class A Shares to be sold under the Common Stock Underwriting Agreement, (b)  the sale of Nuveen Class A Shares by St. Paul Travelers in connection with the Selling Stockholder Forward Agreements, (c) the sale of Nuveen Class A Shares by St. Paul Travelers underlying the Securities and underlying the 6.75% Mandatorily Exchangeable Securities due October 15, 2007 of Merrill Lynch & Co., Inc., (d) the sale of shares of Nuveen Common Stock by St. Paul Travelers pursuant to the Nuveen Repurchase Agreement, (e) the issuance by Nuveen of shares of Nuveen Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (f) the grant by Nuveen of stock options, restricted stock or other awards pursuant to Nuveen’s benefit plans in existence on the date hereof or proposed to be approved by Nuveen’s stockholders at their 2005 annual meeting; provided that such options, restricted stock or awards do not become exercisable or vest during such 90-day period, or (g) transactions by St. Paul Travelers relating to shares of Nuveen Common Stock or other securities acquired in open market transactions after the completion of the offering of the Securities, provided that for purposes of this clause (g) no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Nuveen Common Stock or other securities acquired in such open market transactions.  In addition, St. Paul Travelers, agrees that, without the prior written consent of the Underwriters, it will not, during the period ending 90 days after the date of the Nuveen Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Nuveen Common Stock or any security convertible into or exercisable

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or exchangeable for Nuveen Common Stock.  St. Paul Travelers consents to the entry of stop transfer instructions with Nuveen’s transfer agent and registrar against the transfer of any shares of Nuveen Common Stock held by St. Paul Travelers except in compliance with the foregoing restrictions.

5.Payment of Commission of Underwriters.  Concurrent with the payment by the Forward Counterparty to St. Paul Travelers of the purchase price payable pursuant to the MS Forward Agreement, St. Paul Travelers shall pay to the Underwriters, not later than 10:00 a.m. on the Closing Date, a commission in the amount of $8,251,800 delivered in immediately available funds to account number 38890774, ABA # 021000089 (care of Morgan Stanley & Co. Incorporated); Reference:  Syndicate Operations, Account#: 088-00769-0.

6.Conditions to the Mandatory Issuer’s and the Underwriters’ Obligations.  The several obligations of the Mandatory Issuer and Underwriters under the MS Securities Underwriting Agreement are subject to the following further conditions:

(a)Subsequent to the execution and delivery of this Agreement and the MS Securities Underwriting Agreement and prior to the Closing Date:

(i)there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of Nuveen or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and

(ii)there shall not have occurred any change, or any development involving a prospective change, in the financial condition or in the earnings, business or operations of Nuveen and its subsidiaries, taken as a whole, from that set forth in the Nuveen Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in the judgment of the Underwriters, is material and adverse and that makes it, in the judgment of the Underwriters, impracticable to market the Securities on the terms and in the manner contemplated in the Securities Prospectus.

(b)The Mandatory Issuer, the Underwriters and the Forward Counterparty shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of Nuveen, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of Nuveen contained in this Agreement are true and correct as of the Closing Date and that Nuveen has complied in all material respects with all of the agreements

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and satisfied in all material respects all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.

The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.

(c)The Mandatory Issuer and the Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of St. Paul Travelers, to the effect that the representations and warranties of St. Paul Travelers contained in this Agreement are true and correct as of the Closing Date and that St. Paul Travelers has complied in all material respects with all of the agreements and satisfied in all material respects all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.

(d)The Mandatory Issuer, the Underwriters and the Forward Counterparty shall have received on the Closing Date an opinion of Wachtell, Lipton, Rosen & Katz, special counsel for Nuveen, dated the Closing Date, to the effect that:

(i)the authorized capital stock of Nuveen conforms as to legal matters to the description under the caption “Capital Stock” contained in the Nuveen Prospectus;

(ii)the shares of Nuveen Common Stock owned by St. Paul Travelers have been duly authorized and are validly issued, fully paid and non-assessable;

(iii)this Agreement has been duly authorized, executed and delivered by Nuveen;

(iv)the Nuveen Repurchase Agreement has been duly authorized, executed and delivered by Nuveen and is a valid and binding agreement of Nuveen, enforceable in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

(v)the Bridge Facility has been duly authorized, executed and delivered by Nuveen and is a valid and binding agreement of Nuveen, enforceable in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by

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equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

(vi)          the Separation Agreement has been duly authorized, executed and delivered by Nuveen and is a valid and binding agreement of Nuveen, enforceable in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

(vii)         Nuveen is not, and after giving effect to the offering and sale of the Nuveen Class A Shares and the application of the proceeds thereof as described in the Nuveen Prospectus will not be, required to register as an “investment company” as such term is defined in the 1940 Act; and

(viii)        the Nuveen Registration Statement and the Nuveen Prospectus (except for the financial statements and related notes and other financial or statistical data included therein or omitted therefrom, as to which such counsel need not comment) appear on their face to be responsive as to form in all material respects to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder.

In the course of such counsel’s participation in the preparation of the Nuveen Registration Statement and Nuveen Prospectus and review and discussion of the contents thereof, although such counsel has not independently checked or verified, and is not passing upon and assumes no responsibility for, the accuracy, completeness, or fairness thereof, or otherwise verified the statements made therein, other than those mentioned in subclause (i) above, as of the Closing Date no facts have come to the attention of such counsel that cause such counsel to believe that (i) the Nuveen Registration Statement or the Nuveen Prospectus included therein (except for the financial statements and related notes and other financial or statistical data included therein or omitted therefrom, as to which such counsel need not comment) on the date the Nuveen Registration Statement became effective and as of the date of this Agreement contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Nuveen Prospectus (except for the financial statements and related notes and other financial or statistical data included therein or omitted therefrom, as to which such counsel need not comment) as of its date or as of the Closing Date contained or contains an untrue statement of a material fact or omitted or omits to

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state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

In rendering such opinion, such counsel may rely, without independent verification, as to matters of fact, to the extent they deem appropriate, on the representations of Nuveen contained herein and on certificates of responsible officers of Nuveen and public officials.  Such opinion will be limited to the laws of the State of New York, the federal laws of the United States and the General Corporation Law of the State of Delaware, and such counsel will express no opinion as to the effect on the matters covered by such opinion of the laws of any other jurisdiction.  Such opinion may also state that such counsel acted as special counsel to Nuveen in connection with the offering of the Nuveen Class A Shares contemplated hereby and did not act, and has not acted, as Nuveen’s regular outside counsel.

(e)           The Mandatory Issuer, the Underwriters and the Forward Counterparty shall have received on the Closing Date an opinion of Alan G. Berkshire, Esq., General Counsel to Nuveen, dated the Closing Date, to the effect that:

(i)            Nuveen has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its property and to conduct its business as described in the Nuveen Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect;

(ii)           each Significant Subsidiary of Nuveen has been duly incorporated or formed, is validly existing in good standing under the laws of the jurisdiction of its incorporation or formation, has the requisite corporate power and authority to own its property and to conduct its business as described in the Nuveen Prospectus and is duly qualified to transact such business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect;

(iii)          the Nuveen Class A Shares to be sold by the Selling Stockholders have been duly authorized and are validly issued, fully paid and non-assessable;

(iv)          to such counsel’s knowledge and other than as set forth in the Nuveen Prospectus, there are no legal or governmental proceedings pending or threatened to which Nuveen or any of its subsidiaries is a party

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or to which any of the properties of Nuveen or any of its subsidiaries is subject, which, if determined adversely to Nuveen or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect;

(v)           each of the Investment Advisory Subsidiaries is duly registered as an investment adviser under the Advisers Act.  To the best of such counsel’s knowledge, none of Nuveen or its subsidiaries other than the Investment Advisory Subsidiaries is required to be registered, licensed, or qualified as an investment adviser under the Advisers Act and the rules and regulation of the Commission promulgated thereunder or under applicable state laws, except where any failure to be so registered, licensed, or qualified would not have a Material Adverse Effect.  To such counsel’s knowledge, each of the Investment Advisory Subsidiaries is in compliance with the Advisers Act and applicable state laws, regulations, ordinances and rules applicable to it or its operations relating to investment advisory activities except where any failure by any such Investment Advisory Subsidiary to comply with any such law, regulation, ordinance or rule would not have a Material Adverse Effect;

(vi)          to the knowledge of such counsel, neither Nuveen nor any Investment Advisory Subsidiary is in breach or violation of or in default under any investment advisory contract which would individually or in the aggregate have a Material Adverse Effect;

(vii)         the Broker-Dealer Subsidiary is duly registered, licensed or qualified as a broker-dealer under the Exchange Act and in each jurisdiction where the conduct of its business requires registration, licensing or qualification, except to the extent that the failure to be so registered, licensed or qualified would not have a Material Adverse Effect.  None of Nuveen or its subsidiaries, other than the Broker-Dealer Subsidiary, is required to be registered, licensed or qualified as a broker-dealer under the Exchange Act and the rules and regulations of the Commission promulgated thereunder or under the laws requiring any such registration, licensing or qualification in any jurisdiction in which it conducts business except where any failure to be so registered, licensed or qualified would not have a Material Adverse Effect.  Each of Nuveen and the Broker-Dealer Subsidiary is in compliance with all laws, regulations, ordinances and rules (including those of any self regulatory organizations) as applicable to it or its operations relating to broker-dealer activities except where any failure to comply with any such law, regulation, ordinance or rule would not have, individually or in the aggregate, a Material Adverse Effect;

(viii)        except as disclosed in the Nuveen Prospectus, the execution and delivery by Nuveen of, and the performance by Nuveen of its

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obligations under, this Agreement, the Common Stock Underwriting Agreement, the Nuveen Repurchase Agreement, the Bridge Facility and the Separation Agreement will not contravene (i) any provision of applicable law or (ii) the certificate of incorporation or by-laws of Nuveen or, (iii) to such counsel’s knowledge, any agreement or other instrument binding upon Nuveen or any of its subsidiaries that is material to Nuveen and its subsidiaries, taken as a whole, or, (iv) to such counsel’s knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over Nuveen or any subsidiary, and no consent, approval, authorization or order of, or qualification with, any U.S. federal, Illinois State or State of Delaware governmental body or agency is required for the performance by Nuveen of its obligations under this Agreement, the Common Stock Underwriting Agreement, the Nuveen Repurchase Agreement, the Bridge Facility and the Separation Agreement except those which have been obtained and made, and as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Nuveen Class A Shares (it being understood that this opinion is limited to those consents, approvals, authorizations, orders, and qualifications that, in such counsel’s experience, are normally applicable to transactions of the type contemplated by this Agreement and the Common Stock Underwriting Agreement); and

(ix)           the Nuveen Registration Statement and the Nuveen Prospectus (except for the financial statements and related notes and other financial or statistical data included therein or omitted therefrom, as to which such counsel need not comment) appear on their face to be responsive as to form in all material respects to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder.

In the course of such counsel’s participation in the preparation of the Nuveen Registration Statement and Nuveen Prospectus and review and discussion of the contents thereof, although such counsel has not independently checked or verified, and is not passing upon and assumes no responsibility for, the accuracy, completeness, or fairness thereof, or otherwise verified the statements made therein (it being understood that such counsel has prepared and reviewed the disclosures incorporated by reference in the Prospectus under the captions “Business—Regulatory,” and “Legal Proceedings”), as of the Closing Date no facts have come to the attention of such counsel that cause such counsel to believe that (i) the Nuveen Registration Statement or the prospectus included therein (except for the financial statements and related notes and other financial or statistical data included therein or omitted therefrom, as to which such counsel need not comment) on the date the Nuveen Registration Statement became effective and as of the date of this Agreement contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or

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necessary to make the statements therein not misleading or (ii) the Nuveen Prospectus (except for the financial statements and related notes and other financial or statistical data included therein or omitted therefrom, as to which such counsel need not comment) as of its date or as of the Closing Date contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

In rendering such opinion, such counsel may rely, without independent verification, (x) as to matters of fact, to the extent he deems appropriate, on certificates of responsible officers of Nuveen and public officials, and (y) as to matters involving the application of any jurisdiction other than the State of Illinois, the federal laws of the United States and the General Corporation Law of the State of Delaware, to the extent he deems appropriate and specified in such opinion, upon the opinion of other counsel of good standing whom he reasonably believes to be reliable and who are reasonably satisfactory to counsel for the Mandatory Issuer, the Underwriters and the Forward Counterparty.

(f)            The Mandatory Issuer, the Underwriters and the Forward Counterparty shall have received on the Closing Date an opinion of Wachtell, Lipton, Rosen & Katz, counsel for St. Paul Travelers, dated the Closing Date, to the effect that:

(i)            this Agreement has been duly authorized, executed and delivered by or on behalf of St. Paul Travelers;

(ii)           the MS Forward Agreement has been duly authorized, executed and delivered by St. Paul Travelers and is a valid and binding agreement of St. Paul Travelers, enforceable in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

(iii)          the Nuveen Repurchase Agreement has been duly authorized, executed and delivered by St. Paul Travelers and is a valid and binding agreement of St. Paul Travelers, enforceable against St. Paul Travelers in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

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(iv)          the Separation Agreement has been duly authorized, executed and delivered by St. Paul Travelers and is a valid and binding agreement of St. Paul Travelers, enforceable against St. Paul Travelers in accordance with its terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability and (C) may be limited by an implied covenant of good faith and fair dealing;

(v)           the execution and delivery by St. Paul Travelers of, and the performance by St. Paul Travelers of its obligations under, this Agreement, the MS Forward Agreement, the Nuveen Repurchase Agreement and the Separation Agreement will not contravene any provision of applicable law, or the certificate of incorporation or by-laws of St. Paul Travelers, or, to such counsel’s knowledge, any agreement or other instrument binding upon St. Paul Travelers that is material to St. Paul Travelers and its subsidiaries taken as a whole, or, to such counsel’s knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over St. Paul Travelers, and no consent, approval, authorization or order of, or qualification with, any U.S. federal, New York State or State of Delaware governmental body or agency is required for the performance by St. Paul Travelers of its obligations under this Agreement, the Selling Stockholder Forward Agreements, the Nuveen Repurchase Agreement and the Separation Agreement, except those which have been obtained and made, and as may be required by the securities or Blue Sky laws of the various states in connection with offer and sale of the Nuveen Class A Shares (it being understood that this opinion is limited to the consents, approvals, authorizations, orders, and qualifications that, in such counsel’s experience, are normally applicable to transactions of the type contemplated by this Agreement and the Common Stock Underwriting Agreement); and

(vi)          upon payment for the Nuveen Class A Shares to be sold by St. Paul Travelers pursuant to the MS Forward Agreement, delivery of such Nuveen Class A Shares to the Forward Counterparty, registration of such Nuveen Class A Shares in the name of the Forward Counterparty (assuming that the Forward Counterparty does not have notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Nuveen Class A Shares), (A) the Forward Counterparty shall be a “protected purchaser” of such Nuveen Class A Shares within the meaning of Section 8-303 of the UCC, and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Nuveen Class A Shares may be validly asserted against the Forward Counterparty; in giving this opinion, counsel for St. Paul Travelers may assume that

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when such payment, delivery and crediting occur, such Nuveen Class A Shares will have been registered in the name of the Forward Counterparty on Nuveen’s share registry in accordance with its certificate of incorporation, bylaws and applicable law.

In rendering such opinion, such counsel may rely, without independent verification, (x) as to matters of fact, to the extent they deem appropriate, upon the representations of each Selling Stockholder contained herein and in other documents and instruments, provided that the Mandatory Issuer, the Underwriters and the Forward Counterparty are provided copies of such other documents and instruments and they are reasonably satisfactory to counsel for the Mandatory Issuer, the Underwriters and the Forward Counterparty, and (y) as to legal matters, to the extent they deem appropriate and specified in such opinion, upon the opinion or opinions of other counsel of good standing whom they reasonably believe to be reliable and who are reasonably satisfactory to counsel for the Mandatory Issuer, the Underwriters and the Forward Counterparty.

(g)           The Mandatory Issuer, the Underwriters and the Forward Counterparty shall have received on the Closing Date an opinion of Davis Polk & Wardwell, counsel for the Underwriters, dated the Closing Date, covering the matters referred to in Sections 6(d)(iii) and the penultimate paragraph of Section 6(d) above, and further to the effect that the statements relating to legal matters or documents included in the Nuveen Prospectus under the caption “Underwriting” fairly summarize in all material respects such matters or documents.

With respect to the penultimate paragraph in Section 6(d) above, Davis Polk & Wardwell may state that their opinions and beliefs are based upon their participation in the preparation of the Nuveen Registration Statement and the Nuveen Prospectus and any amendments or supplements thereto (other than the documents incorporated by reference) and upon review and discussion of the contents thereof (including documents incorporated by reference), but are without independent check or verification, except as specified.

The opinions of Wachtell, Lipton, Rosen & Katz described in Sections 6(d) and 6(e) above (and any opinions of counsel for St. Paul Travelers referred to in the immediately preceding paragraph) and the opinion of Alan G. Berkshire in Section 6(e) above shall be rendered to the Mandatory Issuer and the Underwriters at the request of Nuveen or St. Paul Travelers, as the case may be, and shall so state therein.

(h)           The Mandatory Issuer, the Underwriters and the Forward Counterparty shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Mandatory Issuer, the Underwriters and the Forward Counterparty, from KPMG LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’

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“comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Nuveen Registration Statement and the Nuveen Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.

(i)            The “lock-up” agreements, each substantially in the form of Exhibit A to the Common Stock Underwriting Agreement, between the Underwriters under the Common Stock Underwriting Agreement and certain officers and directors of Nuveen relating to sales and certain other dispositions of shares of Nuveen Common Stock or certain other securities, copies of which shall have been delivered to the Mandatory Issuer and the Underwriters on or before the date hereof, shall be in full force and effect on the Closing Date.

(j)            The Underwriters shall have received at or prior to 10:00 a.m., New York City time, on the Closing Date payment of the commission set forth in Section 5 hereof.

7.             Covenants of Nuveen.  Nuveen covenants with the Mandatory Issuer, the Underwriters and the Forward Counterparty as follows:

(a)           Nuveen shall furnish to the Mandatory Issuer and each Underwriter, without charge, three signed copies of the Nuveen Registration Statement (including exhibits thereto and documents incorporated by reference) and furnish to the Mandatory Issuer and each Underwriter in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 7(c) below, as many copies of the Nuveen Prospectus, any documents incorporated therein by reference and any supplements and amendments thereto or to the Nuveen Registration Statement as the Mandatory Issuer and the Underwriters may reasonably request.

(b)           Before amending or supplementing the Nuveen Registration Statement or the Nuveen Prospectus, Nuveen shall furnish to the Mandatory Issuer and the Underwriters a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which the Mandatory Issuer and the Underwriters reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule.

(c)           If, during such period after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters the Nuveen Prospectus is required by law to be delivered in connection with sales of Securities by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Nuveen Prospectus in order to make the statements therein, in the light of the circumstances when the

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Nuveen Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Mandatory Issuer and the Underwriters, it is necessary to amend or supplement the Nuveen Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Mandatory Issuer and the Underwriters shall furnish to Nuveen) to which Securities may have been sold by the Mandatory Issuer and the Underwriters on behalf and to any other dealers upon request, either amendments or supplements to the Nuveen Prospectus so that the statements in the Nuveen Prospectus as so amended or supplemented will not, in the light of the circumstances when the Nuveen Prospectus is delivered to a purchaser, be misleading or so that the Nuveen Prospectus, as amended or supplemented, will comply with law.

(d)           To use reasonable efforts to qualify the Nuveen Class A Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Mandatory Issuer and the Underwriters shall reasonably request.

(e)           To make generally available to Nuveen’s security holders and to the Mandatory Issuer and the Underwriters as soon as practicable an earning statement covering the twelve-month period ending June 30, 2006 that satisfies the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.

8.             Expenses.  Whether or not the transactions contemplated in the MS Securities Underwriting Agreement are consummated or the MS Securities Underwriting Agreement and this Agreement are terminated, St. Paul Travelers agrees to pay or cause to be paid all expenses incident to the performance of its and Nuveen’s obligations under this Agreement, including: (i) the fees, disbursements and expenses of Nuveen’s counsel, Nuveen’s accountants and counsel for the Selling Stockholders in connection with the registration and delivery of the Nuveen Class A Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Nuveen Registration Statement, any Nuveen preliminary prospectus, the Nuveen Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) the cost of printing or producing any Blue Sky memorandum in connection with the offer and sale of the Nuveen Class A Shares under state securities laws and all expenses in connection with the qualification of the Nuveen Class A Shares to be sold under the MS Forward Agreement for offer and sale under state securities laws as provided in Section 7(d) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky memorandum, (iii) all costs and expenses incident to listing the Nuveen Class A Shares on the New York Stock Exchange, (iv) the cost of printing certificates representing the Nuveen Class A Shares to be sold under the MS Forward Agreement, (v) the costs

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and charges of any transfer agent, registrar or depositary, (vi) the costs and expenses of Nuveen relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of Nuveen, travel and lodging expenses of the representatives (who, for the avoidance of doubt, shall not include the Underwriters) and officers of Nuveen and any such consultants, and the cost of any aircraft chartered in connection with the road show, (vii) the document production charges and expenses associated with printing this Agreement and (viii) all other costs and expenses incident to the performance of the obligations of Nuveen and St. Paul Travelers hereunder for which provision is not otherwise made in this Section.  It is understood, however, that except as provided in this Section, Section 9 entitled “Indemnity” and Section 10 entitled “Contribution”, the Mandatory Issuer, the Forward Counterparty and the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Nuveen Class A Shares by them and any advertising expenses connected with any offers they may make.

The provisions of this Section shall not supersede or otherwise affect any agreement that Nuveen and St. Paul Travelers may otherwise have for the allocation of such expenses among themselves.

9.             Indemnity.  (a) Nuveen agrees to indemnify and hold harmless the Mandatory Issuer, each Underwriter, each person, if any, who controls the Mandatory Issuer or any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Mandatory Issuer or any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim), as incurred, caused by any untrue statement or alleged untrue statement of a material fact contained in the Nuveen Registration Statement or any amendment thereof, any Nuveen preliminary prospectus or the Nuveen Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon (i) information relating to any Underwriter, the Mandatory Issuer or the Forward Counterparty furnished to Nuveen in writing by such Underwriter, Mandatory Issuer or Forward Counterparty expressly for use therein, or (ii) the Selling Stockholder Information; provided, however, that the foregoing indemnity agreement with respect to any Nuveen preliminary prospectus shall not inure to the benefit of either Underwriter from whom the person asserting

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any such losses, claims, damages or liabilities purchased Securities or Nuveen Class A Shares, or any person controlling such Underwriter or affiliate of such Underwriter within the meaning of Rule 405 of the Securities Act, if a copy of the Nuveen Prospectus (as then amended or supplemented if Nuveen shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Securities or Nuveen Class A Shares to such person, and if the Nuveen Prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by Nuveen with Section 7(a) hereof.

(b)           St. Paul Travelers agrees to indemnify and hold harmless the Mandatory Issuer, each Underwriter, each person, if any, who controls the Mandatory Issuer or any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Mandatory Issuer or any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim), as incurred, caused by any untrue statement or alleged untrue statement of a material fact contained in the Nuveen Registration Statement or any amendment thereof, any Nuveen preliminary prospectus or the Nuveen Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to the Selling Stockholder Information; provided, however, that the foregoing indemnity agreement shall not cover any such losses, claims, damages or liabilities as are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter, the Mandatory Issuer or Forward Counterparty furnished to Nuveen in writing by such Underwriter, the Mandatory Issuer or Forward Counterparty expressly for use therein; and provided further, however, that the foregoing indemnity agreement with respect to any Nuveen preliminary prospectus shall not inure to the benefit of either Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased Securities or Nuveen Class A Shares, or any person controlling such Underwriter or affiliate of such Underwriter within the meaning of Rule 405 of the Securities Act, if a copy of the Nuveen Prospectus (as then amended or supplemented if Nuveen shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Securities or Nuveen Class A Shares to such person, and if the Nuveen Prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by Nuveen with Section 7(a) 

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hereof.  The liability of St. Paul Travelers under the indemnity agreement contained in this paragraph shall be limited to an amount equal to the aggregate purchase price received or to be received by St. Paul Travelers under the MS Forward Agreement less any commissions paid or payable under this Agreement.

(c)           Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Mandatory Issuer, Nuveen, St. Paul Travelers, the directors of Nuveen, the officers of Nuveen who sign the Nuveen Registration Statement, and each person, if any, who controls the Mandatory Issuer, Nuveen or St. Paul Travelers within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Nuveen Registration Statement or any amendment thereof, any Nuveen preliminary prospectus or the Nuveen Prospectus (as amended or supplemented if Nuveen shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to such Underwriter furnished to Nuveen in writing by such Underwriter expressly for use in the Nuveen Registration Statement, any Nuveen preliminary prospectus, the Nuveen Prospectus or any amendments or supplements thereto.

(d)           In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a), 9(b) or 9(c) hereof, such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding.  In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.  It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (i) the fees and expenses of more than one separate firm (in addition to any local counsel) for all Underwriters and all persons, if any, who control any Underwriter

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within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or who are affiliates of any Underwriter within the meaning of Rule 405 under the Securities Act, (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Mandatory Issuer, its directors, and each person, if any, who controls the Mandatory Issuer within the meaning of either such Section or who are affiliates of the Mandatory Issuer within the meaning of Rule 405 under the Securities Act, (iii) the fees and expenses of more than one separate firm (in addition to any local counsel) for Nuveen, its directors, its officers who sign the Nuveen Registration Statement and each person, if any, who controls Nuveen within the meaning of either such Section and (iv) the fees and expenses of more than one separate firm (in addition to any local counsel) for St. Paul Travelers and all persons, if any, who control St. Paul Travelers within the meaning of either such Section, and that all such fees and expenses shall be reimbursed as they are incurred.  In the case of any such separate firm for the Mandatory Issuer and such control persons and affiliates of the Mandatory Issuer, such firm shall be designated in writing by the Mandatory Issuer.  In the case of any such separate firm for the Underwriters and such control persons and affiliates of any Underwriters, such firm shall be designated in writing by the Underwriters.  In the case of any such separate firm for Nuveen, and such directors, officers and control persons of Nuveen, such firm shall be designated in writing by Nuveen.  In the case of any such separate firm for St. Paul Travelers and such control persons of St. Paul Travelers, such firm shall be designated in writing by St. Paul Travelers.  The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

10.           Contribution.  (a) To the extent the indemnification provided for in Section 9 hereof is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by Nuveen, St. Paul Travelers, the Mandatory Issuer and the Underwriters, respectively, as set forth in Section 10(b) below, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above

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but also the relative fault of Nuveen, St. Paul Travelers, the Mandatory Issuer and the Underwriters, respectively, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.

(b)           For purposes of determining the relative benefits of Nuveen, St. Paul Travelers, the Mandatory Issuer and the Underwriters, respectively, the net proceeds from the offering of the Securities (before deducting expenses) shall be deemed to have been received by Nuveen and St. Paul Travelers, and the relative benefits of Nuveen and St. Paul Travelers on the one hand and the Underwriters on the other hand, shall be in the same respective proportions as the net proceeds from the offering of the Securities (before deducting expenses) deemed received by Nuveen and St. Paul Travelers and the total underwriting discounts and commissions received by the Underwriters (including pursuant to this Agreement), in each case as set forth in the table on the cover of the Securities Prospectus Supplement (replacing Nuveen and St. Paul Travelers for the Mandatory Issuer) and including any discounts received by affiliates of the Underwriters under the Selling Stockholder Forward Agreements, bear to the aggregate Public Offering Price of the Securities, and the Mandatory Issuer shall be deemed not to have received any benefits.

(c)           The relative fault of Nuveen, St. Paul Travelers, the Mandatory Issuer, the Underwriters and the Forward Counterparty, respectively, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by Nuveen, St. Paul Travelers, the Mandatory Issuer, the Underwriters or the Forward Counterparty and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(d)           The Underwriters’ respective obligations to contribute pursuant to this Section 10 are several in proportion to the aggregate principal amount of Securities they have purchased under the MS Securities Underwriting Agreement, and not joint.

(e)           The liability of St. Paul Travelers under the contribution agreement contained in this Section 10 shall be limited to an amount equal to the aggregate purchase price received or to be received by St. Paul Travelers under the MS Forward Agreement less any commissions paid or payable under this Agreement; provided that the liability of the Mandatory Issuer, the Underwriters and the Forward Counterparty, collectively, under the contribution agreement contained in this Section 10 shall not be increased as a result of this limitation on the liability of St. Paul Travelers.

(f)            Nuveen, St. Paul Travelers, the Mandatory Issuer and the Underwriters agree that it would not be just or equitable if contribution pursuant

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to this Section 10 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 10.  The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 10, the Mandatory Issuer and the Underwriters, collectively, shall not be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that the Mandatory Issuer and the Underwriters, collectively, have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(g)           The remedies provided for in Section 9 and this Section 10 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

11.           Survival.  The indemnity provisions contained in Section 9, the contribution provisions contained in Section 10, and the representations, warranties and other statements of Nuveen and St. Paul Travelers contained in this Agreement shall remain operative and in full force and effect regardless of (a) any termination of this Agreement, (b) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter, the Mandatory Issuer, any person controlling the Mandatory Issuer or any affiliate of the Mandatory Issuer, the Forward Counterparty, any person controlling the Forward Counterparty or any affiliate of the Forward Counterparty, St. Paul Travelers or any person controlling St. Paul Travelers, or Nuveen, its officers or directors or any person controlling Nuveen and (c) acceptance of and payment for any of the Securities.

12.           Termination.  This Agreement shall terminate, if after the execution and delivery of this Agreement and prior to the Closing Date the MS Securities Underwriting Agreement shall have terminated in accordance with the termination provisions contained therein prior to the Closing Date.

13.           Effectiveness. This Agreement shall become effective upon the effectiveness of the MS Securities Underwriting Agreement.

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14.           Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

15.           Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

16.           Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

17.           Notices.  All communications hereunder shall be in writing and effective only upon receipt and if to the Mandatory Issuer shall be delivered, mailed or sent to Morgan Stanley, 1585 Broadway, New York, New York 10036, Attention: Treasury; if to the Underwriters shall be delivered, mailed or sent to Merrill Lynch, Pierce, Fenner & Smith Incorporated, 4 World Financial Center, New York, New York, 10080, Attention: Global Origination Counsel, and Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New York 10036, Attention: Syndicate Desk; if to the Forward Counterparty shall be delivered, mailed or sent to Morgan Stanley, 1585 Broadway, New York, New York 10036; if to Nuveen shall be delivered, mailed or sent to Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois 60606 Attention: Alan G. Berkshire, Esq.; and if to St. Paul Travelers shall be delivered, mailed or sent to The St. Paul Travelers Companies, Inc., 385 Washington Street, Saint Paul, MN 55102, Attention:  Kenneth F. Spence, III.

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IN WITNESS WHEREOF, each of the Mandatory Issuer, Nuveen, St. Paul Travelers, each Underwriter and the Forward Counterparty has caused this Agreement to be duly executed on its behalf as of the date hereof.

MORGAN STANLEY
By:	/s/ Jai Sooklal
	Name:	Jai Sooklal
	Title:	Assistant Treasurer
NUVEEN INVESTMENTS, INC.
By:	/s/ Alan G. Berkshire
	Name:	Alan G. Berkshire
	Title:	Senior Vice President
THE ST. PAUL TRAVELERS COMPANIES, INC.
By:	/s/ Samuel G. Liss
	Name:	Samuel G. Liss
	Title:	Executive Vice President

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MORGAN STANLEY & CO. INCORPORATED
By:	/s/ John Roberts
	Name:	John Roberts
	Title:	Managing Director
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:	/s/ Brian Carroll
	Name:	Brian Carroll
	Title:	Authorized Signatory
MORGAN STANLEY & CO. INTERNATIONAL LIMITED
By:	/s/ Hu, Wei-Chung Bradford
	Name:	Hu, Wei-Chung Bradford
	Title:	Managing Director

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EX-99.1

EXHIBIT 99.1

		St. Paul Travelers Companies
		385 Washington Street
		St. Paul, MN 55102-1396
		www.stpaultravelers.com
	News Release

St. Paul Travelers Announces Pricing of Secondary Stock Offering and Related Stock Sales
of its Equity Stake in Nuveen Investments, Inc.

SAINT PAUL, Minn.—April 7, 2005—The St. Paul Travelers Companies, Inc. (NYSE:STA) announced today that it has agreed to sell 39.3 million shares of Nuveen Investments common stock in a previously announced secondary offering at $34.00 per share ($32.98 per share net of underwriting discount). The transaction is expected to close on April 12, 2005. In connection with the secondary offering, the underwriters have been granted a 30-day over-allotment option to purchase an additional 3.9 million shares. Assuming the exercise in full of the over-allotment option, St. Paul Travelers will receive proceeds of approximately $1.4 billion from the secondary offering.

Concurrently with the closing of the secondary offering, Nuveen Investments will repurchase directly from St. Paul Travelers approximately 6.1 million shares of Nuveen Investments common stock at a price per share of $32.98 for total consideration of $200 million. In addition, upon the receipt of certain Nuveen fund approvals, but in any event no later than December 23, 2005, Nuveen Investments will purchase approximately 12.1 million additional shares of Nuveen Investments common stock from St. Paul Travelers at a price per share of $32.98 for total consideration of $400 million plus interest. St. Paul Travelers will receive the cash proceeds from this transaction at the time of such purchase.

St. Paul Travelers has also entered into forward sale agreements settling no later than March 31, 2006 with affiliates of Merrill Lynch and Morgan Stanley. These agreements are for an aggregate of approximately 11.9 million shares of Nuveen Investments common stock. St. Paul Travelers will receive cash proceeds of approximately $360 million from these forward sale agreements on April 12, 2005.

Upon the closing of the secondary offering, assuming the exercise in full of the over-allotment option and the $200 million stock repurchase by Nuveen Investments, St. Paul Travelers’ ownership interest in Nuveen will decline from 78% to 27%. Upon final settlement in subsequent quarters of the forward sale transactions, assuming they are all settled in Nuveen shares, St. Paul Travelers will have sold all of its ownership interest in Nuveen Investments.

Merrill Lynch & Co., Morgan Stanley and Citigroup Global Markets acted as joint bookrunners and lead managers, and Banc of America Securities LLC, Deutsche Banc Securities, Goldman Sachs & Co., JPMorgan, Lehman Brothers, UBS Investment Bank, Wachovia Securities and A.G. Edwards acted as co-managers in the secondary offering. Merrill Lynch & Co. and Morgan Stanley acted as the joint book runners for each of the offerings of Mandatorily Exchangeable Securities.

This announcement is not an offer to sell, or the solicitation of an offer to buy, any of the securities described in this press release.

Interested parties may obtain a written prospectus relating to the secondary offering of Nuveen Investments common stock from Merrill Lynch, Pierce, Fenner & Smith Incorporated, 4 World Financial Center, New York, NY 10080; Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New York 10036, or Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York, 10013. Interested parties may obtain prospectuses relating to the offerings of Mandatorily Exchangeable Securities from Merrill Lynch, Pierce, Fenner & Smith Incorporated or Morgan Stanley & Co. Incorporated at the addresses set forth above.

All statements in this press release other than statements of historical facts may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results of matters addressed in these forward-looking statements involve risks and uncertainties and may differ substantially from those expressed or implied. In particular, the consummation of the transactions described above is subject to a number of contingencies, and there can be no assurance that the transactions will be completed as contemplated.

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Contacts

Media:

Shane Boyd, 651.310.3846

Marlene Ibsen, 860.277.9039

Joan Palm, 651.310.2685

Institutional Investors:

Maria Olivo, 860.277.8330

David Punda, 212.588.8417

Individual Investors:

Marc Parr, 860.277.0779