SEPARATION AGREEMENT

Exhibit 10.2

EXECUTION COPY

SEPARATION AGREEMENT

This Separation Agreement (this “Agreement”) is made as of April 1, 2005, by and between Nuveen Investments, Inc., a Delaware corporation (the “Company”), and The St. Paul Travelers Companies, Inc., a Minnesota corporation (“Parent”).

BACKGROUND

A.          The Company has filed a Registration Statement on Form S-3 with the Securities and Exchange Commission (as amended, the “Registration Statement”) with respect to, among other things, the sale of certain shares of Class A common stock of the Company (the “Class A Common Stock”) by Parent, which Registration Statement was subsequently declared effective by the Securities and Exchange Commission.

B.           The Company has filed preliminary prospectus supplements relating to (1) an underwritten offering of shares of Class A Common Stock by Parent (the “Stock Offering”), and (2) offerings of shares of Class A Common Stock underlying certain mandatorily exchangeable securities (the “Mandatorily Exchangeable Offerings”).

C.           Parent and its subsidiaries collectively are the record and beneficial owner of 73,325,214 shares of Class B common stock of the Company (the “Class B Common Stock”), and 81,510 shares of Class A Common Stock.

D.           Parent intends to sell, and the Company intends to purchase, on the terms and subject to the conditions set forth in the Repurchase Agreement, dated March 29, 2005, entered into between the parties hereto (the “Repurchase Agreement”), shares of Class B Common Stock partially on a basis simultaneous with the Stock Offering (the “Initial Repurchase”) and partially on a forward basis (the “Forward Repurchase”).  The Stock Offering, the Mandatorily Exchangeable Offerings, the Initial Repurchase and the Forward Repurchase are collectively referred to herein as the “Separation Transactions”.

E.           The Company and Parent wish to set forth their agreement as to certain matters arising as a result of the Separation Transactions.

TERMS OF AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained herein, and for good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.            Certain Tax Matters.

(a)          Initial True-Up Payment.  Within three (3) business days after the execution of this Agreement, the Company shall pay to Parent an amount equal to $6,065,639 (the “Initial True-Up Payment”) in respect of Illinois State corporate income taxes for all Applicable Tax Years (as defined below).  As of the date hereof, the parties hereto have agreed to the portion, if any, of the Initial True-Up Payment relating to each Applicable Tax Year.

(b)          Tax Indemnification.

(1)          Parent agrees that it shall be liable for and indemnify the Company and its Affiliates and each of their respective officers, directors, employees, stockholders, agents, managers, members, partners and representatives (collectively, “Representatives”), and hold them harmless from, (A) all liability for income taxes imposed by the State of Illinois (together with any interest, penalties, additions to tax, and additional amounts imposed with respect thereto) (collectively, “Taxes”) that would not have been incurred but for the filing of one or more Unitary Returns, (B) all liability for Taxes imposed on the Subgroup (or any member thereof) solely as a result of a determination by a governmental authority (pursuant to an audit, litigation, or other proceeding) to the effect that the members of the Subgroup were not permitted to join in the filing of one or more Unitary Returns, and (C) all reasonable professional fees and other expenses incurred in connection with any audit, investigation or other proceeding with respect to items (A) or (B).  For purposes of item (A) of the preceding sentence, it shall be assumed that the members of the Subgroup were permitted to file a unitary Illinois State corporate income tax return for all Applicable Tax Years, except to the extent that there has been a determination by a governmental authority to the contrary.

(2)          Notwithstanding Section 1(b)(1), Parent shall not be liable for, and the Company shall be liable for and indemnify Parent and its Affiliates and each of their respective Representatives, and hold them harmless from, (A) all liability for Taxes to the extent that such Taxes result from the provision by the Company or its Representatives of inaccurate information regarding the business results of the Subgroup in connection with the filing of Unitary Returns and (B) all reasonable professional fees and other expenses incurred in connection with any audit, investigation or other proceeding with respect to item (A).

(c)          2004 Tax Sharing True-Up.  Following the filing of the Unitary Return for the 2004 tax year, Parent and the Company shall determine whether true-up payments are required with respect to such Unitary Return.  If the amount previously paid by the Company to Parent with respect to the 2004 tax year (including pursuant to Section 1(a) hereof) is greater than the excess of the Separate Return Tax (as defined below) for such tax year over the SPCI Unitary Group (as defined below) tax for such tax year (based on the final Unitary Return), Parent shall pay the difference to the Company within seven (7) business days after the final Unitary Return for the 2004 tax year is filed.  If the amount previously paid by the Company to Parent with respect to the 2004 tax year (including pursuant to Section 1(a) hereof) is less than the excess of the Separate Return Tax for such tax year over the SPCI Unitary Group tax for such tax year (based on the final Unitary Tax return), the Company shall pay the difference to Parent within seven (7) business days after the final Unitary Return for the 2004 tax year is filed.

(d)          Adjustments.  With respect to each Applicable Taxable Year, the Company shall, taking into account all payments previously made with respect to such Applicable Tax Year (including those made pursuant to Section 1(a) and 1(c) hereof), pay to Parent the excess (if any) of the Separate Return Tax over the SPCI Unitary Tax, and Parent shall, taking into account all payments previously made with respect to such Applicable Tax Year (including those made pursuant to Section 1(a) and 1(c) hereof), pay to the Company the excess (if any) of the SPCI Unitary Tax over the Separate Return Tax.  If any adjustments are made to the income, gains, losses, deductions, credits or other items of the Subgroup or to the

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SPCI Unitary Group not affecting the Subgroup (including adjustments for carryovers and carrybacks) for an Applicable Taxable Year, the amount due to or from the Company or Parent, as the case may be, under this Agreement for such taxable year shall be redetermined by taking into account such adjustments.  If, as a result of such redetermination, any amount due under this Agreement differs from the amount previously paid, then payment of such difference shall be made (i) in the case of an adjustment resulting in a credit or refund payable to the SPCI Unitary Group, within seven (7) business days after the date on which such credit or refund is allowed or received with respect to such adjustment, and (ii) in the case of an adjustment resulting in a deficiency of the SPCI Unitary Group, within seven (7) business days after the date on which the deficiency payment is made.  Any interest, penalties, additions to tax, and additional amounts required to be paid to the State of Illinois, and any overpayment interest received from the State of Illinois, shall be allocated between Parent and the Company in the same manner and at the same time as provided in this subsection with respect to the underlying tax or refund of tax.  For the avoidance of doubt, any refund of taxes shown on the amended return reflecting the filing of a Unitary Return for the 1997 tax year, which was filed prior to the date hereof, and any overpayment interest with respect to such refund shall be paid by the Company to Parent within seven (7) business days after the Company’s receipt of such refund and interest.  Anything in this subsection to the contrary notwithstanding, Section 1(b) hereof (rather than this subsection) shall apply to any taxable year with respect to which there has been a determination by a governmental authority (pursuant to an audit, litigation, or other proceeding) to the effect that the members of the Subgroup were not permitted to join in the filing of one or more Unitary Returns.

(e)          Tax Proceedings.  If the State of Illinois asserts a claim, makes an assessment, or otherwise disputes the amount of taxes for which Parent or the Company is or may be liable under this Agreement, then the party hereto first receiving notice of such tax claim promptly shall provide written notice thereof to the other party; provided, that the failure of such party to provide prompt notice shall not relieve the other party of any of its obligations under this Section 1, except to the extent the other party is actually prejudiced thereby.  Such notice shall include a copy of the relevant portion of any correspondence received from the State of Illinois.  Parent and the Company shall have the right to jointly control any audit, examination, contest litigation or other proceeding (a “Tax Proceeding”) against the State of Illinois in respect of any Unitary Return, other than a Parent Proceeding (as defined below).  Parent shall have the right to control, at its own expense, any Parent Proceeding; provided, that (i) Parent shall provide the Company with a timely and reasonably detailed account of each phase of such proceeding (including copies of any correspondence with the State of Illinois), (ii) Parent shall consult with the Company before taking any significant action in connection with such proceeding, (iii) Parent shall consult with the Company and offer the Company an opportunity to comment before submitting any written materials to the State of Illinois, (iv) Parent shall conduct such tax proceeding diligently and in good faith as if it were the only party in interest in connection with such proceeding, and (v) Parent shall not settle or compromise such proceeding without the Company’s prior written consent (which consent shall not be unreasonably withheld) if such settlement or compromise would have a material adverse impact on the Company or its subsidiaries.

(f)           Filing of Tax Returns and Payments.  Except as otherwise required pursuant to a determination by a governmental authority, the Company shall file Unitary Returns

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(i) for the 2004 tax year and (ii) for the portion of the 2005 tax year with respect to which the filing of a Unitary Return is permitted or required.  The parties shall cooperate in the preparation and filing of such Unitary Returns.  The Company shall provide Parent with draft copies of such Unitary Returns at least thirty (30) days prior to the due date (taking into account extensions) for filing such returns.  Except as otherwise provided in this Section 1, amounts required to be paid pursuant to this Section 1 shall be paid promptly in immediately available funds by wire transfer to a bank account designated by the party entitled to receive the payment.  Amounts due and payable under Section 1 of this Agreement shall bear interest from the due date thereof at the overpayment interest rate applicable to individuals as set forth in Section 6621(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”).

(g)          Restoration Election.  The Company and Parent shall each sign an election under Treasury Regulation Section 1.382-8 in the form attached hereto as Exhibit A (the “Restoration Election”).  Parent shall timely file the Restoration Election, and the Company shall attach a copy of the Restoration Election to its 2004 U.S. Federal income tax return.  In the event that the Company or any member of the consolidated group of which the Company is the common parent (the “Company Consolidated Group”) suffers any loss as a result of the Restoration Election that would not have been incurred but for the Restoration Election, Parent shall indemnify and hold harmless the Company and the Company Consolidated Group from and against any such losses.  In the case of a loss consisting of a deferral (rather than a permanent disallowance) of a loss or deduction for U.S. federal, state or local income tax purposes, the indemnification provided by the preceding sentence shall be equal to the difference between (i) the present value of the tax benefit of such loss or deduction with the Restoration Election and (ii) the present value of the tax benefit of such loss or deduction without the Restoration Election.  For purposes of the preceding sentence, the present value of the tax benefit of a loss or deduction shall be calculated as follows: (A) the discount rate shall be equal to the “applicable federal rate” (as defined in Section 1274(d)(1) of the Code) applicable to a term equal to the period over which the indemnified party could have utilized the loss or deduction, (B) it shall be assumed that the indemnified party could have utilized the loss or deduction at the earliest time permitted by law, and (C) it shall be assumed that the indemnified party is subject to tax at the maximum applicable corporate income tax rate.

(h)          Certain Definitions.

(1)          “Applicable Tax Year” means any taxable year (or portion thereof) in which the Company and certain of its subsidiaries (collectively, the “Subgroup”) joined in the filing of a unitary Illinois State corporate income tax return with SPCI (such tax return, a “Unitary Return”).

(2)          “Parent Proceeding” means any Tax Proceeding (or portion thereof) that relates to the issue whether the Subgroup was permitted to join in the filing of one or more Unitary Returns.

(3)          “Separate Tax Liability” means, with respect to any Applicable Taxable Year, (i) the Illinois unitary income tax liability for the Subgroup determined under the applicable law and regulations of the State of Illinois, and (ii) any recomputations of such

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liability for the Subgroup as a result of carrybacks, carryovers and any other adjustments of items reported or reportable in such year.

(4)          “Separate Return Tax” means the Separate Tax Liability of the Subgroup for any taxable year, computed as if the members of the Subgroup had never been included in the SPCI Unitary Group, including any recomputation of such liability which would have resulted from carrybacks, carryovers and any other adjustments to items reported or reportable in such taxable year.  The Separate Return Tax for any Applicable Tax Year shall be determined without regard to (i) the actual absorption or utilization by the SPCI Unitary Group of items of loss, deduction or credit attributable to the Subgroup, or (ii) the actual absorption or utilization by the Subgroup of items of loss, deduction or credit attributable to other members of the SPCI Unitary Group, and (2) the Separate Return Tax for any short taxable year of the Subgroup shall be determined on the basis of the items of income, gain, deduction, loss, and credit attributable to the Subgroup for the portion of such year for which the Subgroup was includable in the SPCI Unitary Group.  All computations of the Separate Return Tax shall be made in accordance with the methods of accounting and tax elections actually in effect for the SPCI Unitary Group for the tax returns that were filed for the taxable year for which such computations are required.

(5)          “SPCI” means Parent and its non-insurance subsidiaries (other than (i) the Company and its subsidiaries and (ii) Travelers Property Casualty Corp. and its subsidiaries).

(6)          “SPCI Unitary Group” means the unitary group of non-insurance companies included in the State of Illinois unitary income tax filings that includes SPCI, the Company and its subsidiaries for any Applicable Taxable Year.

(i)           Cooperation.  The Company and Parent agree (i) to furnish, upon request, to each other such further information, (ii) to execute and deliver to each other such other documents, and (iii) to do such other acts and things, as the other party may reasonably request for the purpose of carrying out the intent of this Section 1.

2.             Certain Insurance Matters.   Parent agrees to use best efforts to obtain and maintain Directors and Officers liability insurance coverage (the “Coverage”) on behalf of the Company for occurrences prior to the t