Exhibit
10.3


 


April 6, 2005


 


The
St. Paul Travelers Companies, Inc.


385
Washington Street


St.
Paul, MN 55102


 


Morgan
Stanley & Co. International Limited


c/o
Morgan Stanley & Co. Incorporated


1585
Broadway


New
York, NY 10036-8293


 


Morgan
Stanley & Co. Incorporated, as Collateral Agent


1585
Broadway


New
York, NY 10036-8293


 


Confirmation
Number: CDBPB4


 


 


Dear
Sirs or Mesdames,


 


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


 


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


 


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


 


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


 


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


 


1





















 


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


 


General Terms:


 


	
  Trade Date:

  	
   

  	
  April 7, 2005

  
	
   

  	
   

  	
   

  
	
  Effective Date:

  	
   

  	
  April 12, 2005

  
	
   

  	
   

  	
   

  
	
  Seller:

  	
   

  	
  Party B

  
	
   

  	
   

  	
   

  
	
  Buyer:

  	
   

  	
  Party A

  
	
   

  	
   

  	
   

  
	
  Shares:

  	
   

  	
  Class A common stock, par value $0.01, of Nuveen Investments, Inc.
  (the “Issuer”) (Exchange Symbol: “JNC”).

  
	
   

  	
   

  	
   

  
	
  Tranches:

  	
   

  	
  If Cash Settlement is applicable, the Transaction will consist of
  individual Tranches each with the terms and conditions as set forth in this
  Confirmation. The payments and deliveries to be made upon settlement of the
  Transaction shall be determined separately for each Tranche as if such
  Tranche were a separate Transaction.

  
	
   

  	
   

  	
   

  
	
  Number of Shares:

  	
   

  	
  If Cash Settlement is applicable, the Number of Shares for each
  Tranche shall be as set forth below.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If Physical Settlement is applicable, the Number of Shares shall be
  6,067,500.

  
	
   

  	
   

  	
   

  
	
  Number of Shares for each Tranche:

  	
   

  	
  For each Tranche, 15% (or such other percentage (not to exceed 20%)
  as Party B may elect by written notice to Party A at least three Exchange
  Business Days prior to the Valuation Date for such Tranche) of the average of
  the daily trading volume (such average, the “Relevant
  Trading Volume” for such Tranche) of the Shares on the Exchange
  for the four full calendar weeks preceding the First Valuation Date; provided that if on any Valuation Date for any Tranche,
  the Relevant Trading Volume for such Tranche exceeds (a) 6,067,500, minus (b) the aggregate number of Shares for all Tranches
  for which the relevant Valuation Date has occurred, then (x) the Number of
  Shares for such Tranche shall be the difference between the numbers set forth
  in clause (a) and clause (b) of this sentence and (y) such Tranche and the
  corresponding Valuation Date shall be the last Tranche and the last Valuation
  Date, as the case may be.

  
	
   

  	
   

  	
   

  
	
  Prepayment:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Conditions to Party A’s Obligation to Pay Prepayment Amount:

  	
   

  	
  It shall be a condition to Party A’s obligation to pay the Prepayment
  Amount hereunder on the Prepayment Date that (i) Party B shall have performed
  its obligations under paragraphs 4, “Delivery of Collateral,” and 5, “Agreements
  to Deliver Documents,” below, and (ii) the offering of $275,060,000 the
  5.875% Mandatorily Exchangeable Securities due October 2008 issued
  pursuant to a Security 

  



 


2





















 


	
   

  	
   

  	
  dated as of April 12, 2005, which is issued under and indenture
  between Morgan Stanley (“Parent”) and
  JPMorgan Chase Bank, National Association, as trustee, shall have closed.

  
	
   

  	
   

  	
   

  
	
  Prepayment Amount:

  	
   

  	
  $192,542,000.

  
	
   

  	
   

  	
   

  
	
  Variable Obligation:

  	
   

  	
  Inapplicable

  
	
   

  	
   

  	
   

  
	
  Exchange:

  	
   

  	
  The New York Stock Exchange

  
	
   

  	
   

  	
   

  
	
  Related Exchange(s):

  	
   

  	
  All Exchanges

  



 


Valuation:


 


	
  Valuation Date:

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If Physical Settlement is applicable, the Valuation Date shall be December 30,
  2005.

  
	
   

  	
   

  	
   

  
	
  First Valuation Date:

  	
   

  	
  If Cash Settlement is Applicable, December 30, 2005.

  
	
   

  	
   

  	
   

  
	
  Acceleration of the Valuation Date:

  	
   

  	
  Notwithstanding the foregoing, at any time, Party B may on five
  Scheduled Trading Days’ prior written notice (an “Acceleration
  Notice”) to Party A (which Acceleration Notice shall include Party’s
  B Settlement Election Method) elect to accelerate the Valuation Date (if
  Physical Settlement is applicable) or the First Valuation Date (if Cash
  Settlement

  



 


3





















 


	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  



 


4





















 


	
  Settlement Price:

  	
   

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

  



 


Settlement Terms:


 


	
  Settlement Method Election:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Electing Party:

  	
   

  	
  Party B

  
	
   

  	
   

  	
   

  
	
  Settlement Method Election Date:

  	
   

  	
  Subject to the provision opposite the caption “Acceleration of the
  Valuation Date” above, the date that is five Scheduled Trading Days prior to
  the Valuation Date (if Physical Settlement will be applicable) or the First
  Valuation Date (if Cash Settlement will be applicable), as the case may be.

  
	
   

  	
   

  	
   

  
	
  Default Settlement Method:

  	
   

  	
  Physical Settlement

  
	
   

  	
   

  	
   

  
	
  Automatic Physical Settlement:

  	
   

  	
  If (x) Party B has not elected Cash Settlement, (y) by 11:00 a.m.,
  New York City time, on the Settlement Date, Party B has not otherwise
  effected delivery of the Number of Shares to be Delivered and (z) the
  Collateral then includes Shares or Class B common stock, par value $0.01, of
  the Issuer (“Class B Shares”), then the
  delivery required by Section 9.2 of the Equity Definitions shall be
  effected, in whole or in part, as the case may be, by delivery from the
  Collateral Account (as defined below under “Collateral Provisions”) to Party
  A of a number of Shares (it being understood that any Class B Shares
  constituting Collateral will be converted into Shares as described in the
  Issuer Acknowledgment (as defined below)) equal to the Number of Shares to be
  Delivered.

  
	
   

  	
   

  	
   

  
	
  Settlement Currency:

  	
   

  	
  U.S. Dollars

  
	
   

  	
   

  	
   

  
	
  Settlement Cycle:

  	
   

  	
  The parties hereto agree and acknowledge that as of the Trade Date,
  the Settlement Cycle is three (3) Clearance System Business Days.

  



 


	
  Limitation on Receipt of Shares:

  	
   

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

  



 


5





















 


	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  



 


Dividends:


 


	
  Extraordinary Dividend:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Payment Obligation in Respect of Extraordinary Dividends:

  	
   

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

  



 


6





















 


	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Excess Dividend Amount:

  	
   

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

  



 


Share Adjustments:


 


	
  Method of Adjustment:

  	
   

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

  



 


Extraordinary Events:


 


	
  Consequences of Merger Events:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Share-for-Share:

  	
   

  	
  Alternative Obligation

  
	
   

  	
   

  	
   

  
	
  Share-for-Other:

  	
   

  	
  Alternative Obligation

  
	
   

  	
   

  	
   

  
	
  Share-for-Combined:

  	
   

  	
  Alternative Obligation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Composition of Combined Consideration:

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
   

  
	
  Tender Offer:

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
   

  
	
  Nationalization, Insolvency or Delisting:

  	
   

  	
  Negotiated Close-Out; provided that
  the phrase “, provided that any Physically-settled Transaction will, at the
  election of either party, become a Transaction to which Cash Settlement is
  applicable” shall be deleted from Section 12.6(c)(i) of the Equity
  Definitions.

  



 


Additional Disruption Events:


 


	
  Change in Law:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Failure to Deliver:

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
   

  
	
  Insolvency Filing:

  	
   

  	
  Not Applicable

  



 


7





















 


	
  Hedging Disruption:

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
   

  
	
  Increased Cost of Hedging:

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
   

  
	
  Loss of Stock Borrow:

  	
   

  	
  Not Applicable

  



 


	
  Non-Reliance:

  	
   

  	
  Applicable

  



 


	
  Agreements and Acknowledgments Regarding Hedging Activities:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Additional Acknowledgments:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Credit Support Documents:

  	
   

  	
  Section 4 shall be a Credit Support Document under the Agreement
  with respect to Party B.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The guarantee described below opposite the caption “Guarantee of
  Parent” shall be a Credit Support Document under the Agreement with respect
  to Party A, and Parent shall be a Credit Support Provider in relation to
  Party A.

  
	
   

  	
   

  	
   

  
	
  Guarantee of Parent

  	
   

  	
  It shall be a condition to the effectiveness of this Confirmation
  that Parent has executed a guarantee in substantially the form attached
  hereto as Annex B.

  
	
   

  	
   

  	
   

  
	
  Default Under Specified Transaction:

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
   

  
	
  Account Details:

  	
   

  	
   

  



 


	
  Payments to Party A:

  	
   

  	
  TBD

  
	
   

  	
   

  	
   

  
	
  Payments to Party B:

  	
   

  	
  TBD

  
	
   

  	
   

  	
   

  
	
  Delivery of Shares to Party A:

  	
   

  	
  TBD

  
	
   

  	
   

  	
   

  



 


	
  Office:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Calculation Agent:

  	
   

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

  



 


8





















 


3.                                       Other Provisions:


 


Additional Representations and
Warranties of Party B:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


9





















 


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


 


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


 


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


 


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


 


U.S. Private Placement Representations:


 


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


 


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


 


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


 


Covenant Regarding Exchange Act
Filings:


 


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


 


Payments on Early Termination:


 


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


 


10





















 


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


 


Securities Contract:


 


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


 


Assignment:


 


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


 


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


 


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


 


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


 


11





















 


Non-Confidentiality:


 


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


 


Matters relating to Agent.


 


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


 


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


 


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


 


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


 


4.                                       Collateral Provisions:


 


a.               Delivery of Collateral:


 


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


 


12





















 


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


 


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


 


b.               Grant of Security Interests in
the Collateral:


 


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


 


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


 


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


 


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


 


13





















 


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


 


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


 


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


 


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


 


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


 


d.               Administration of the Collateral
and Valuation of Securities:


 


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


 


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


 


14





















 


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


 


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


 


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


 


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


 


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


 


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


 


e.               No Rehypothecation of Collateral:


 


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


 


f.                 Income and Voting Rights in
Collateral:


 


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


 


15





















 


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


 


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


 


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


 


g.              Remedies upon Party B Payment
Events:


 


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


 


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


 


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


 


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


 


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


 


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


 


16





















 


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


 


h.              Termination of Security Interest:


 


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


 


i.                 Regarding the Collateral Agent:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


17





















 


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


 


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


 


Termination Provisions.


 


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


 


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


 


3.               “Termination Currency”
means United States Dollars.


 


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


 


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


 


18





















 


Tax Representations.  None.


 


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


 


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


 


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


 


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


 


Miscellaneous:


 


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


 


Address for notices or communications to Party A:


 


Address:                                                                       Morgan Stanley & Co. International
Limited


c/o Morgan Stanley & Co. Incorporated


1585 Broadway


New York, NY 10036-8293


 


Attn:  Angela
Proske


Tel: 
212-537-1572


Fax: 
212-507-0483


 


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


 


Angela Proske


 


Address for notices or communications to the Agent:


 


Address:                                                                       Morgan Stanley & Co. Incorporated


1585 Broadway


New York, NY 10036-8293


 


Attn:  Angela
Proske


Tel: 
212-537-1572


Fax: 
212-507-0483


 


Address for notices or communications to the
Collateral Agent:


 


Address:                                                                       Morgan Stanley & Co. Incorporated


1585 Broadway


New York, NY 10036-8293


 


Attn:  Angela
Proske


Tel: 
212-537-1572


Fax: 
212-507-0483


 


19





















 


Address for notices or communications to Party B:


 


Address:                                                                       The St. Paul Travelers Companies, Inc.


385 Washington Street


St. Paul, MN 55102


 


Attention:                                                                 Kenneth F. Spence, III


Tel:                                                                                                    (651) 310-7911


Fax:                                                                                                   (651) 310-5838


 


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


 


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


 


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


 


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


 


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


 


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


 


20





















 


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


 


 


	
   

  	
  Yours faithfully,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MORGAN STANLEY & CO. INTERNATIONAL LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hu, Wei-Chung Bradford

  	
   

  
	
   

  	
  Name:

  	
  Hu, Wei-Chung Bradford

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MORGAN STANLEY & CO. INCORPORATED, as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Roberts

  	
   

  
	
   

  	
  Name:

  	
  John Roberts

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MORGAN STANLEY & CO. INCORPORATED, as
  Collateral Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Roberts

  	
   

  
	
   

  	
  Name:

  	
  John Roberts

  
	
   

  	
  Title:

  	
  Managing Director

  
							



 


 


	
  Confirmed as of the date first written above:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE ST. PAUL TRAVELERS COMPANIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Samuel G. Liss

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Samuel G. Liss

  	
   

  	
   

  
	
  Title:

  	
  Executive Vice President

  	
   

  	
   

  
						



 





















 


ANNEX A


 


ISSUER
ACKNOWLEDGMENT


 


April 6, 2005


 


Morgan
Stanley & Co. International Limited


c/o
Morgan Stanley & Co. Incorporated


1585
Broadway


New
York, NY 10036-8293


 


Re:                               Forward Sale Transaction 

The St. Paul Travelers Companies, Inc.


 


Dear Sirs or Mesdames:


 


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


 


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


 


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


 


A-1





















 


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


 


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


 


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


 


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


 


(i)                                     any required tax stamps;


 


(ii)                                  a stock power executed in blank; and


 


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


 


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


 


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


 


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


 


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


 


A-2





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


A-3





















 


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


 


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


 


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


 


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


 


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


 


A-4





















 


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


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NUVEEN INVESTMENTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


 


	
  Acknowledged and Agreed:

  
	
   

  
	
   

  
	
  MORGAN STANLEY & CO.
  INTERNATIONAL

  LIMITED

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  
	
   

  
	
  MORGAN STANLEY & CO. INCORPORATED, as Agent

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  
	
   

  
	
  THE ST. PAUL TRAVELERS COMPANIES, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 





















 


EXHIBIT A


 


[FORM
OF CONVERSION NOTICE]


 


[Date]


 


Nuveen Investments, Inc.

333 West Wacker Drive

Chicago, Illinois 60606


 


Attention:  General Counsel


 


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


 


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


 


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


 


Morgan Stanley & Co. International
Limited


c/o Morgan Stanley & Co. Incorporated


1585 Broadway


New York, NY 10036-8293


 


Morgan Stanley & Co. Incorporated


1585 Broadway


New York, NY 10036-8293


 


Attention:
Angela Proske


 


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


 


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  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MORGAN STANLEY & CO. INTERNATIONAL

  LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MORGAN STANLEY & CO. INCORPORATED,

  as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MORGAN STANLEY & CO. INCORPORATED,

  as Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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ANNEX B


 


	
  Morgan Stanley

  	
   

  	
  1585 Broadway

  
	
   

  	
   

  	
  New York, NY 10036-8293

  



 


 


April 6,
2005


 


To:                              The
St. Paul Travelers Companies, Inc.


 


Ladies and Gentlemen:


 


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


 


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


 


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


 


MS represents to
Counterparty as of the date hereof:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 


MORGAN STANLEY


 


 


	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
  Address:

  	
  1585 Broadway

  	
   

  
	
   

  	
  New York, NY 10036

  	
   

  



 


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