Exhibit 10.1


 


39,309,155
Shares


 


NUVEEN
INVESTMENTS, INC.


 


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


 


 


UNDERWRITING
AGREEMENT


 


 


April 6, 2005


 





















 




	
   

  	
  April 6, 2005

  






 


 


Merrill Lynch, Pierce, Fenner & Smith Incorporated

4 World Financial Center


New York, NY
10281


 


Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York 10036


 


Dear Sirs and Mesdames:


 


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


 


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


 


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


 





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


5





















 


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


 


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


 


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


 


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


 


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


 


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


 


6





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


9





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


11





















 


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


 


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


 


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


 


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


 


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


 


12





















 


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


 


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


 


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


 


13





















 


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


 


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


 


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


 


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


 


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


 


14





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


15





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


16





















 


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


 


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


 


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


 


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


 


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


 


17





















 


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


 


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


 


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


 


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


 


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


 


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


 


18





















 


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


 


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


 


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


 


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


 


19










 













 


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


 


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


 


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


 


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


 


20





















 


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


 


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


 


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


 


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


 


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


 


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


 


21





















 


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


 


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


 


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


 


22





















 


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


 


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


 


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


 


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


 


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


 


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


 


23





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


24





















 


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


 


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


 


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


 


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


 


25





















 


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


 


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


 


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


 


26





















 


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


 


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


 


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


 


27





















 


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


 


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


 


28





















 


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


 


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


 


29





















 


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


 


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


 


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


 


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


 


30





















 


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


 


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


 


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


 


31





















 


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


 


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


 


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


 


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


 


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


 


[Signatures Follow]


 


32





















 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  NUVEEN
  INVESTMENTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Alan G. Berkshire

  	
   

  
	
   

  	
  Name:

  	
  Alan G. Berkshire, Esq.

  
	
   

  	
  Title:

  	
  Senior Vice President and

  General Counsel

  
					



 


 


	
   

  	
  THE ST. PAUL
  TRAVELERS

  COMPANIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Samuel Liss

  	
   

  
	
   

  	
  Name:

  	
  Samuel G.
  Liss

  
	
   

  	
  Title:

  	
  Executive Vice President,

  Strategic Development

  
					



 


 


	
   

  	
  ST. PAUL
  FIRE AND MARINE

  INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Samuel Liss

  	
   

  
	
   

  	
  Name:

  	
  Samuel G. Liss

  
	
   

  	
  Title:

  	
  Executive Vice President,

  Strategic Development

  
					



 





















 


Accepted as of the date hereof


 


MORGAN STANLEY & CO. INCORPORATED

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED


Acting
severally on behalf of themselves and

the several Underwriters named in

Schedule II hereto


 


	
  By:

  	
  MERRILL LYNCH, PIERCE,

  FENNER & SMITH

  INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/ William Egan

  	
   

  
	
   

  	
  Name:

  	
  William Egan

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  MORGAN STANLEY & CO.

  INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/ John D. Tyree

  	
   

  
	
   

  	
  Name:

  	
  John D. Tyree

  
	
   

  	
  Title:

  	
  Executive Director

  
				



 





















 


SCHEDULE I


 


 


	
  Selling Stockholder

  	
   

  	
  Number of Firm Shares

  To Be Sold

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  The St. Paul
  Travelers Companies, Inc.

  	
   

  	
  26,983,355

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  St. Paul
  Fire and Marine Insurance Company

  	
   

  	
  12,325,800

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total:

  	
   

  	
  39,309,155

  	
   

  



 


I-1





















 


SCHEDULE II


 


	
  Underwriter

  	
   

  	
  Number of Firm Shares

  To Be Purchased

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Merrill
  Lynch, Pierce, Fenner & Smith Incorporated

  	
   

  	
  12,176,796

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Morgan
  Stanley & Co. Incorporated

  	
   

  	
  12,176,796

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Citigroup
  Global Markets Inc. 

  	
   

  	
  5,638,083 

  	
    

  
	
   

  	
   

  	
   

  	
   

  
	
  Banc of
  America Securities LLC

  	
   

  	
  939,685

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Deutsche
  Bank Securities Inc.

  	
   

  	
  939,685

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Goldman,
  Sachs & Co.

  	
   

  	
  939,685

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  J.P. Morgan
  Securities Inc.

  	
   

  	
  939,685

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Lehman
  Brothers Inc.

  	
   

  	
  939,685

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  UBS
  Securities LLC 

  	
   

  	
  939,685 

  	
    

  
	
   

  	
   

  	
   

  	
   

  
	
  Wachovia
  Capital Markets, LLC 

  	
   

  	
  939,685 

  	
    

  
	
   

  	
   

  	
   

  	
   

  
	
  A.G.
  Edwards & Sons, Inc.

  	
   

  	
  939,685

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Advest, Inc.
  

  	
   

  	
  60,000 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Robert W.
  Baird & Co. Incorporated

  	
   

  	
  60,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BB&T Capital
  Markets, A division of Scott & Stringfellow, Inc.

  	
   

  	
  60,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  William
  Blair & Company L.L.C.

  	
   

  	
  60,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Crowell,
  Weedon & Co.

  	
   

  	
  60,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  D.A.
  Davidson & Co.

  	
   

  	
  60,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Ferris,
  Baker Watts, Inc.

  	
   

  	
  60,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  J.J.B.
  Hillard, W.L. Lyons, Inc.

  	
   

  	
  60,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Janney
  Montgomery Scott LLC

  	
   

  	
  60,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Johnston,
  Lemon & Co.

  	
   

  	
  60,000

  	
   

  



 


 


II-1





















 


	
  Keybanc
  Capital Markets, a Division of McDonald Investments Inc.

  	
   

  	
  60,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Legg Mason
  Wood Walker, Incorporated

  	
   

  	
  60,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Loop Capital
  Markets LLC

  	
   

  	
  60,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Melvin
  Securities, LLC

  	
   

  	
  60,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  David A.
  Noyes & Company

  	
   

  	
  60,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Oppenheimer &
  Co. Inc.

  	
   

  	
  60,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Piper
  Jaffray & Co.

  	
   

  	
  60,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Ramirez &
  Co., Inc.

  	
   

  	
  60,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Raymond
  James & Associates, Inc.

  	
   

  	
  60,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  RBC Capital
  Markets Corporation

  	
   

  	
  60,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Ryan
  Beck & Co., Inc.

  	
   

  	
  60,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Sanders
  Morris Harris Inc. 

  	
   

  	
  60,000 

  	
    

  
	
   

  	
   

  	
   

  	
   

  
	
  Muriel
  Siebert & Co., Inc.

  	
   

  	
  60,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Smith, Moore &
  Co.

  	
   

  	
  60,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Stephens
  Inc.

  	
   

  	
  60,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Stifel,
  Nicolaus & Company, Incorporated

  	
   

  	
  60,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Suntrust
  Capital Markets, Inc.

  	
   

  	
  60,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Wedbush
  Morgan Securities

  	
   

  	
  60,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Well Fargo
  Securities, LLC

  	
   

  	
  60,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  The Williams
  Capital Group, L.P.

  	
   

  	
  60,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total:

  	
   

  	
  39,309,155

  	
   

  



 


II-2





















 


EXHIBIT A


 


[FORM OF
LOCK-UP LETTER]


 


 


                         ,
2005


 


Merrill Lynch, Pierce, Fenner & Smith Incorporated


4 World Financial Center


New York, NY
10281


 


Morgan
Stanley & Co. Incorporated


1585 Broadway


New York, New
York 10036


 


Dear Sirs and Mesdames:


 


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


 


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


 





















 


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


 


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


 


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


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Name)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Address)

  



 


2