The St. Paul Travelers Companies, Inc. St. Paul, MN 55102 Morgan Stanley & Co. International Limited c/o Morgan Stanley & Co. Incorporated New York, NY 10036-8293 Morgan Stanley & Co. Incorporated, as Collateral Agent New York, NY 10036-8293...St Paul Travelers Companies Inc • April 12th, 2005 • Fire, marine & casualty insurance • New York
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.
MORGAN STANLEY MANDATORILY EXCHANGEABLE INDEMNITY AGREEMENTMorgan Stanley Mandatorily Exchangeable Indemnity Agreement • April 12th, 2005 • St Paul Travelers Companies Inc • Fire, marine & casualty insurance • New York
Morgan Stanley Mandatorily Exchangeable Indemnity Agreement (this “Agreement”), dated as of April 6, 2005, among Morgan Stanley, a Delaware corporation (the “Mandatory Issuer”), Nuveen Investments, Inc., a Delaware corporation (“Nuveen”), The St. Paul Travelers Companies, Inc., a Minnesota corporation (“St. Paul Travelers”), Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated (each, an “Underwriter” and together, the “Underwriters”), and Morgan Stanley & Co. International Limited (the “Forward Counterparty”).
MERRILL LYNCH MANDATORILY EXCHANGEABLE INDEMNITY AGREEMENT among MERRILL LYNCH & CO., INC., as Issuer of 6.75% Mandatorily Exchangeable Securities due October 15, 2007, NUVEEN INVESTMENTS, INC., as Issuer of shares of Class A common stock, par value...Indemnity Agreement • April 12th, 2005 • St Paul Travelers Companies Inc • Fire, marine & casualty insurance • New York
Merrill Lynch Mandatorily Exchangeable Indemnity Agreement (this “Agreement”), dated as of April 6, 2005, among Merrill Lynch & Co., Inc., a Delaware corporation (the “Mandatory Issuer”), Nuveen Investments, Inc., a Delaware corporation (“Nuveen”), The St. Paul Travelers Companies, Inc., a Minnesota corporation (“St. Paul Travelers”), Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated (each, an “Underwriter” and together, the “Underwriters”), and Merrill Lynch International (the “Forward Counterparty”).
39,309,155 Shares NUVEEN INVESTMENTS, INC. CLASS A COMMON STOCK (Par Value $0.01 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • April 12th, 2005 • St Paul Travelers Companies Inc • Fire, marine & casualty insurance • New York
The undersigned understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreements”) with Nuveen Investments, Inc., a Delaware corporation (the “Company”) and The St. Paul Travelers Companies, Inc., a Minnesota corporation and its wholly-owned subsidiary, St. Paul Fire and Marine Insurance Company, a Minnesota corporation (the “Selling Stockholders”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the Class A common stock, par value $0.01 per share of the Company (the “Common Stock”).
