FIRST AMENDMENT TO 3-YEAR REVOLVING CREDIT AGREEMENT AND WAIVER

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EXHIBIT 10.2

FIRST AMENDMENT TO 3-YEAR REVOLVING CREDIT AGREEMENT AND WAIVER

THIS FIRST AMENDMENT TO 3-YEAR CREDIT AGREEMENT AND WAIVER, dated as of

April 4, 2005 (this "Amendment"), amends the 3-Year Credit Agreement, dated as

of August 7, 2003 (the "Credit Agreement"), among Nuveen Investments, Inc. (the

"Borrower"), certain financial institutions (the "Lenders"), Citibank, N.A., as

Syndication Agent, Bank One, NA, as Documentation Agent, and Bank of America,

N.A., as Administrative Agent. Terms defined in the Credit Agreement are, unless

otherwise defined herein or the context otherwise requires, used herein as

defined therein.

WHEREAS, the parties hereto have entered into the Credit Agreement, which

provides for the Lenders to extend certain credit facilities to the Borrower

from time to time; and

WHEREAS, the parties hereto desire to amend the Credit Agreement in

certain respects as hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and for other good and

valuable consideration (the receipt and sufficiency of which are hereby

acknowledged), the parties hereto agree as follows:

SECTION 1. AMENDMENTS. The Credit Agreement is hereby amended as follows:

1.1 Change of Control. The definition of "Change of Control" in Section

1.01 of the Credit Agreement is hereby amended to state in its entirety as

follows:

"Change of Control" means (a) the acquisition by any Person, or two

or more Persons acting in concert, including without limitation any

acquisition effected by means of any transaction contemplated by Section

6.12, of beneficial ownership (within the meaning of Rule 13d-3 of the

Securities and Exchange Commission under the Exchange Act of 1934), but

excluding The St. Paul Travelers Companies, Inc. at any time prior to the

repurchase referred to in Section 6.18, of 30% or more of the outstanding

shares of voting stock of the Borrower, or

(b) during any period of 25 consecutive calendar months, commencing

on the date of this Agreement, the ceasing of those individuals (the

"Continuing Directors") who (i) were directors of the Borrower on the

first day of each such period or (ii) subsequently became directors of the

Borrower and whose initial election or initial nomination for election

subsequent to that date was approved by a majority of the Continuing

Directors then on the board of directors of the Borrower, to constitute a

majority of the board of directors of the Borrower.

1.2 Debt. The definition of "Debt" in Section 1.01 of the Credit Agreement

is hereby amended to state in its entirety as follows:

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"Debt" means the aggregate outstanding principal balance of all

Indebtedness of the Borrower and its Subsidiaries on a consolidated basis

required to be reflected on a balance sheet prepare in accordance with

GAAP. Debt shall include, without duplication of any amount included

above, all obligations of the Borrower and its Subsidiaries in respect of

those forward contracts providing for the purchase from The St. Paul

Travelers Companies, Inc. of up to $400,000,000 of common stock of the

Borrower, whether or not reflected on a balance sheet.

1.3 Indebtedness. The definition of "Indebtedness" in Section 1.01 of the

Credit Agreement is hereby amended to sate in its entirety as follows:

"Indebtedness" of any Person means, without duplication, (a) all

indebtedness for borrowed money; (b) all obligations issued, undertaken or

assumed as the deferred purchase price of property or services (other than

trade payables entered into in the ordinary course of business on ordinary

terms); (c) all non-contingent reimbursement or payment obligations with

respect to Surety Instruments; (d) all obligations evidenced by notes,

bonds, debentures or similar instruments, including obligations so

evidenced incurred in connection with the acquisition of property, assets

or businesses; (e) all indebtedness created or arising under any

conditional sale or other title retention agreement, or incurred as

financing, in either case with respect to property acquired by the Person

(even though the rights and remedies of the seller or lender under such

agreement in the event of default are limited to repossession or sale of

such property); (f) all obligations with respect to capital leases; (g)

all Rate Hedging Obligations; (h) all obligations with respect to those

forward contracts providing for the purchase from The St. Paul Travelers

Companies, Inc. of up to $400,000,000 of common stock of the Borrower; (i)

all indebtedness referred to in clauses (a) through (h) above secured by

(or for which the holder of such Indebtedness has an existing right,

contingent or otherwise, to be secured by) any Lien upon or in property

(including accounts and contracts rights) owned by such Person, even

though such Person has not assumed or become liable for the payment of

such Indebtedness; and (j) all Guaranty Obligations in respect of

indebtedness or obligations of others of the kinds referred to in clauses

(a) through (h) above.

1.4 Note Purchase Agreement. The following definition of "Note Purchase

Agreement" is hereby added to Section 1.01 of the Credit Agreement in proper

alphabetical order:

"Note Purchase Agreement" means the Note Purchase Agreement of the

Borrower dated September 19, 2003 between the Borrower and the purchasers

of the Borrower's 4.22% unsecured senior notes due September 19, 2008, as

amended, restated, supplemented or otherwise modified form time to time.

1.5 Private Placement. The following definition shall be added to Section

1.01 of the Credit Agreement in proper alphabetical order:

"Private Placement" has the meaning specified in Section 6.11(j).

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1.6 Material Agreements. Section 5.16 of the Credit Agreement is hereby

amended to state in its entirety as follows:

"5.16 MATERIAL AGREEMENTS. Neither the Borrower nor any Subsidiary

is a party to any agreement or instrument or subject to any charter or

other company restriction which could reasonably be expected to have a

Material Adverse Effect. Neither the Borrower nor any Subsidiary is in

default in the performance, observance or fulfillment of any of the

obligations, covenants or conditions contained in any agreement to which

it is a party, which default could reasonably be expected to have a

Material Adverse Effect."

1.7 indebtedness. Section 6.11 of the Credit Agreement is hereby amended

to state in its entirety as follows:

"6.11 INDEBTEDNESS. The Borrower will not, nor will it permit any

Subsidiary to, create, incur or suffer to exist any Indebtedness, except:

(a) the Loans;

(b) INTENTIONALLY OMITTED

(c) Short-term Indebtedness incurred in connection with the

purchase of municipal, corporate and treasury bonds and other

securities in the ordinary course of business;

(d) Indebtedness of any Subsidiary owed to the Borrower or any

Wholly-Owned Subsidiary;

(e) securities sold under agreements to repurchase (to the

extent such obligations constitute Indebtedness) and Rate Hedging

Obligations incurred in the ordinary course of business;

(f) Contingent Obligations permitted by Section 6.16;

(g) contingent pay-out and similar obligations relating to

prior acquisitions by the Borrower and to acquisitions permitted

hereunder;

(h) unsecured Indebtedness relating to the financing of

Distribution Receivables in an aggregate principal amount not

exceeding the amount of such Distribution Receivables;

(i) INTENTIONALLY OMITTED

(j) unsecured Indebtednes