Exhibit 10.2


 


	
  April 6, 2005

  
	
   

  
	
  The St. Paul Travelers Companies, Inc.

  
	
  385 Washington Street

  
	
  St. Paul, MN 55102

  
	
   

  
	
  Merrill Lynch International

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

  
	
  4 World Financial Center

  
	
  New York, NY 10281

  
	
   

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

  
	
  4 World Financial Center

  
	
  New York, NY 10281

  



 


 


Dear
Sirs or Mesdames,


 


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


 


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


 


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


 


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


 


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


 


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


 


1





















 


General Terms:


 


	
  Trade Date:

  	
   

  	
  April 7, 2005

  
	
   

  	
   

  	
   

  
	
  Effective Date:

  	
   

  	
  April 12, 2005

  
	
   

  	
   

  	
   

  
	
  Seller:

  	
   

  	
  Party B

  
	
   

  	
   

  	
   

  
	
  Buyer:

  	
   

  	
  Party A

  
	
   

  	
   

  	
   

  
	
  Shares:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Tranches:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Number of Shares:

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If Physical Settlement is applicable, the Number of Shares shall be
  5,824,800.

  
	
   

  	
   

  	
   

  
	
  Number of Shares for each Tranche:

  	
   

  	
  For each Tranche, 15% (or such other percentage (not to exceed 20%)
  as Party B may elect by written notice to Party A at least three Exchange
  Business Days prior to the Valuation Date for such Tranche) of the average of
  the daily trading volume (such average, the “Relevant
  Trading Volume” for such Tranche) of the Shares on the Exchange
  for the four full calendar weeks preceding the First Valuation Date; provided that if on any Valuation Date for any Tranche,
  the Relevant Trading Volume for such Tranche exceeds (a) 5,824,800, minus (b) the aggregate number of Shares for all
  Tranches for which the relevant Valuation Date has occurred, then (x) the
  Number of Shares for such Tranche shall be the difference between the numbers
  set forth in clause (a) and clause (b) of this sentence and (y)
  such Tranche and the corresponding Valuation Date shall be the last Tranche
  and the last Valuation Date, as the case may be.

  
	
   

  	
   

  	
   

  
	
  Prepayment:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

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

  	
   

  	
  It shall be a condition to Party A’s obligation to pay the Prepayment
  Amount hereunder on the Prepayment Date that (i) Party B shall have
  performed its obligations under paragraphs 4, “Delivery of Collateral,” and
  5, “Agreements to Deliver Documents,” below, and (ii) the offering of
  $275,060,000 of the 6.75% Mandatorily Exchangeable Securities due October 2007
  issued pursuant to a Security dated as of April 12, 2005 issued under an
  indenture between

  



 


2





















 


	
   

  	
   

  	
  Merrill Lynch & Co., Inc. (“Parent”)
  and JPMorgan Chase Bank, National Association, as trustee, shall have closed.

  
	
   

  	
   

  	
   

  
	
  Prepayment Amount:

  	
   

  	
  $184,290,200.

  
	
   

  	
   

  	
   

  
	
  Variable Obligation:

  	
   

  	
  Inapplicable

  
	
   

  	
   

  	
   

  
	
  Exchange:

  	
   

  	
  The New York Stock Exchange

  
	
   

  	
   

  	
   

  
	
  Related Exchange(s):

  	
   

  	
  All Exchanges

  



 


Valuation:


 


	
  Valuation Date:

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  First Valuation Date:

  	
   

  	
  If Cash Settlement is Applicable, December 31, 2005.

  
	
   

  	
   

  	
   

  
	
  Acceleration of the Valuation Date:

  	
   

  	
  Notwithstanding the foregoing, at any time, Party B may on five
  Scheduled Trading Days’ prior written notice (an “Acceleration
  Notice”) to Party A (which Acceleration Notice shall include Party’s
  B Settlement Election Method) elect to accelerate the Valuation Date (if
  Physical Settlement is applicable) or the First Valuation Date (if Cash
  Settlement is applicable), as the case may be, to a date specified by Party B
  in such Acceleration Notice; provided that
  if Physical Settlement is applicable, Party B shall have the right to

  



 


3





















 


	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Settlement Price:

  	
   

  	
  On any day, the sum of (a) $0.05, and (b) the Rule 10b-18
  U.S. Dollar volume weighted average price per Share as displayed on Bloomberg
  screen

  



 


4





















 


	
   

  	
   

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

  



 


Settlement Terms:


 


	
  Settlement Method Election:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Electing Party:

  	
   

  	
  Party B

  
	
   

  	
   

  	
   

  
	
  Settlement Method Election Date:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Default Settlement Method:

  	
   

  	
  Physical Settlement

  
	
   

  	
   

  	
   

  
	
  Automatic Physical Settlement:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Settlement Currency:

  	
   

  	
  U.S. Dollars

  
	
   

  	
   

  	
   

  
	
  Settlement Cycle:

  	
   

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

  



 


	
  Limitation on Receipt of Shares:

  	
   

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

  



 


5





















 


	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  



 


Dividends:


 


	
  Extraordinary Dividend:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Payment Obligation in Respect of Extraordinary Dividends:

  	
   

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

  



 


6





















 


	
   

  	
   

  	
  such ex-dividend date) and (ii) the amount of property or cash,
  as the case may be, that would be received by a holder of one Share in
  connection with such Extraordinary Dividend, as determined by the Calculation
  Agent.

  
	
   

  	
   

  	
   

  
	
  Excess Dividend Amount:

  	
   

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

  



 


Share Adjustments:


 


	
  Method of Adjustment:

  	
   

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

  



 


Extraordinary Events:


 


Consequences of Merger Events:


 


	
  Share-for-Share:

  	
   

  	
  Alternative Obligation

  
	
   

  	
   

  	
   

  
	
  Share-for-Other:

  	
   

  	
  Alternative Obligation

  
	
   

  	
   

  	
   

  
	
  Share-for-Combined:

  	
   

  	
  Alternative Obligation

  
	
   

  	
   

  	
   

  
	
  Composition of Combined Consideration:

  	
   

  	
  Not Applicable

  



 


	
  Tender Offer:

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
   

  
	
  Nationalization, Insolvency or Delisting:

  	
   

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

  



 


Additional Disruption Events:


 


	
  Change in Law:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Failure to Deliver:

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
   

  
	
  Insolvency Filing:

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
   

  
	
  Hedging Disruption:

  	
   

  	
  Not Applicable

  



 


7





















 


	
  Increased Cost of Hedging:

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
   

  
	
  Loss of Stock Borrow:

  	
   

  	
  Not Applicable

  



 


	
  Non-Reliance:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Agreements and Acknowledgments Regarding Hedging Activities:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Additional Acknowledgments:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Credit Support Documents:

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Guarantee of Parent

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Default Under Specified Transaction:

  	
   

  	
  Not Applicable

  



 


Account Details:


 


	
  Payments to Party A:

  	
   

  	
  TBD

  
	
   

  	
   

  	
   

  
	
  Payments to Party B:

  	
   

  	
  TBD

  
	
   

  	
   

  	
   

  
	
  Delivery of Shares to Party A:

  	
   

  	
  TBD

  



 


	
  Office:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Calculation Agent:

  	
   

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

  



 


3.                                       Other Provisions:


 


Additional Representations and
Warranties of Party B:


 


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


 


8





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


9





















 


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


 


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


 


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


 


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


 


U.S. Private Placement Representations:


 


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


 


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


 


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


 


Covenant Regarding Exchange Act
Filings:


 


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


 


Payments on Early Termination:


 


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


 


10





















 


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


 


Securities Contract:


 


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


 


Assignment:


 


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


 


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


 


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


 


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


 


Non-Confidentiality:


 


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


 


11





















 


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


 


Matters relating to Agent.


 


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


 


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


 


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


 


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


 


4.                                       Collateral Provisions:


 


a.               Delivery of Collateral:


 


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


 


12





















 


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


 


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


 


b.               Grant of Security Interests in
the Collateral:


 


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


 


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


 


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


 


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


 


13





















 


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


 


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


 


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


 


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


 


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


 


d.               Administration of the Collateral
and Valuation of Securities:


 


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


 


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


 


14





















 


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


 


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


 


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


 


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


 


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


 


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


 


e.               No Rehypothecation of Collateral:


 


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


 


f.                 Income and Voting Rights in
Collateral:


 


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


 


15





















 


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


 


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


 


g.              Remedies upon Party B Payment
Events:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


16





















 


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


 


h.              Termination of Security Interest:


 


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


 


i.                 Regarding the Collateral Agent:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


17





















 


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:

  	
  Merrill Lynch International

  
	
   

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

  
	
   

  	
  4 World Financial Center

  
	
   

  	
  New York, NY 10281

  
	
   

  	
   

  
	
   

  	
  Attn: Dar Maanavi

  
	
   

  	
  Tel: 212-450-6763

  
	
   

  	
  Fax: 212-738-1069

  



 


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


 


	
   

  	
  Dar Maanavi

  



 


Address for notices or communications to the Agent:


 


	
  Address:

  	
  Merrill Lynch, Pierce, Fenner & Smith Incorporated

  
	
   

  	
  4 World Financial Center

  
	
   

  	
  New York, NY 10281

  
	
   

  	
   

  
	
   

  	
  Attn: Dar Maanavi

  
	
   

  	
  Tel: 212-450-6763

  
	
   

  	
  Fax: 212-738-1069

  



 


Address for notices or communications to the
Collateral Agent:


 


	
  Address:

  	
  Merrill Lynch, Pierce, Fenner & Smith Incorporated

  
	
   

  	
  4 World Financial Center

  
	
   

  	
  New York, NY 10281

  
	
   

  	
   

  
	
   

  	
  Attn: Dar Maanavi

  
	
   

  	
  Tel: 212-450-6763

  
	
   

  	
  Fax: 212-738-1069

  



 


19





















 


Address for notices or communications to Party B:


 


	
  Address:

  	
  The St. Paul Travelers Companies, Inc.

  
	
   

  	
  385 Washington Street

  
	
   

  	
  St. Paul, MN 55102

  
	
  Attention:

  	
  Kenneth F. Spence, III

  
	
   

  	
  Tel:  (651) 310-7911

  
	
   

  	
  Fax:  (651) 310-5838

  



 


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


 


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


 


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


 


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


 


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


 


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


 


20





















 


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


 


 


	
   

  	
  Yours faithfully,

  
	
   

  	
   

  
	
   

  	
  MERRILL LYNCH INTERNATIONAL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kristen Chung

  	
   

  
	
   

  	
  Name:

  	
  Kristen Chung

  	
   

  
	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MERRILL LYNCH PIERCE, FENNER & SMITH
  INCORPORATED, as Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian Carroll

  	
   

  
	
   

  	
  Name:

  	
  Brian Carroll

  	
   

  
	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MERRILL LYNCH PIERCE, FENNER & SMITH
  INCORPORATED, as Collateral Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael P. McCleary

  	
   

  
	
   

  	
  Name:

  	
  Michael P. McCleary

  	
   

  
	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Confirmed as of the date first written above:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  THE ST. PAUL TRAVELERS COMPANIES, INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Samuel G. Liss

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Samuel G. Liss

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Executive Vice President

  	
   

  	
   

  	
   

  	
   

  
									



 





















 


ANNEX A


 


ISSUER
ACKNOWLEDGMENT


 


April 6, 2005


 


Merrill
Lynch International


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


4
World Financial Center


New
York, NY 10281


 


Re:                               Forward Sale Transaction 

The St. Paul Travelers Companies, Inc.


 


Dear Sirs or Mesdames:


 


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


 


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


 


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


 


A-1





















 


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


 


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


 


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


 


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


 


(i)                                     any required tax stamps;


 


(ii)                                  a stock power executed in blank; and


 


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


 


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


 


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


 


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


 


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


 


A-2





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


A-3





















 


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


 


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


 


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


 


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


 


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


 


A-4





















 


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


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NUVEEN INVESTMENTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Acknowledged and Agreed:

  
	
   

  
	
   

  
	
  MERRILL LYNCH INTERNATIONAL

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  
	
   

  
	
  MERRILL LYNCH, PIERCE, FENNER &
  SMITH

  INCORPORATED, as Agent

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  
	
   

  
	
  THE ST. PAUL TRAVELERS COMPANIES, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 





















 


EXHIBIT A


 


[FORM OF
CONVERSION NOTICE]


 


[Date]


 


Nuveen Investments, Inc.

333 West Wacker Drive

Chicago, Illinois 60606


 


Attention:  General Counsel


 


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


 


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


 


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


 


Merrill Lynch International


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


4 World Financial Center


New York, NY 10281


 


Merrill Lynch, Pierce, Fenner &
Smith Incorporated


4 World Financial Center


New York, NY 10281


Attention:
Dar Maanavi


 


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


 


AA-1





















 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MERRILL LYNCH INTERNATIONAL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MERRILL LYNCH, PIERCE FENNER & SMITH
  INCORPORATED, as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MERRILL LYNCH, PIERCE FENNER & SMITH
  INCORPORATED, as Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


AA-2





















 


ANNEX B


 


GUARANTEE OF MERRILL LYNCH & CO., INC.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


	
   

  	
  MERRILL LYNCH & CO., INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


 


Date: April 6, 2005


 


B-1