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


 


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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


 


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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


 


8





















 


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


 


9





















 


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.


 


13





















 


(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


 


14





















 


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


 


15





















 


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


 


16





















 


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


 


17





















 


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


 


18





















 


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 


 


19





















 


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 


 


20





















 


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 


 


21





















 


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


 


22





















 


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;


 


23





















 


(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 


 


24





















 


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’ 


 


25





















 


“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 


 


26





















 


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 


 


27





















 


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 


 


28





















 


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) 


 


29





















 


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 


 


30





















 


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 


 


31





















 


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 


 


32





















 


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.


 


33





















 


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.


 


34





















 


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

  
					



 


35





















 


	
   

  	
  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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