8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 29, 2005

The St. Paul Travelers Companies, Inc.

(Exact name of registrant as specified in its charter)

Minnesota	001-10898	41-0518860
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

385 Washington StreetSaint Paul, Minnesota	55102
(Address of principal executive offices)	(Zip Code)

(651) 310-7911

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

        Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01               Entry into a Material Definitive Agreement.

Repurchase Agreement.

On March 29, 2005, Nuveen Investments, Inc. (“Nuveen”) and The St. Paul Travelers Companies, Inc. (“St. Paul Travelers”) entered into a stock repurchase agreement (the “Repurchase Agreement”) providing for the repurchase by Nuveen of shares of its common stock held by St. Paul Travelers.

St. Paul Travelers and its subsidiaries collectively hold 73,325,214 shares of Class B common stock, par value $0.01 per share, of Nuveen (the “Nuveen Class B common stock”), which are convertible into an identical number of shares of Class A common stock, par value $0.01 per share, of Nuveen (the “Nuveen Class A common stock”), at the option of the holder, and 81,510 shares of Class A common stock, currently representing in the aggregate approximately 78% of the total outstanding capital stock of Nuveen.  Nuveen has filed a Registration Statement on Form S-3 with the Securities and Exchange Commission (the “Commission”) with respect to, among other things, the sale of shares of Nuveen Class A common stock by St. Paul Travelers, which Registration Statement was subsequently declared effective by the Commission.  Nuveen has filed preliminary prospectus supplements relating to an underwritten public stock offering of Class A common stock owned by St. Paul Travelers and to an offering of shares of Nuveen Class A common stock underlying mandatorily exchangeable securities to be issued and sold by certain affiliates of the underwriters in the underwritten public stock offering.

The Repurchase Agreement provides that, simultaneous with the closing of the underwritten public stock offering referred to above, Nuveen will repurchase from St. Paul Travelers shares of Nuveen Class B common stock for an aggregate purchase price of $200 million (such repurchase the “Closing Repurchase”). In addition, Nuveen has agreed in the Repurchase Agreement that, on a future date determined as described below, but in any case on or before December 23, 2005, it will repurchase additional shares of Nuveen common stock from St. Paul Travelers for an aggregate purchase price of $400 million, plus interest at an annual rate of 3.5% less any dividends paid or payable to St. Paul Travelers on those shares (such forward repurchase, the “Forward Repurchase”). The purchase price per share to be paid by Nuveen in respect of both the Closing Repurchase and the Forward Repurchase will be equal to the net proceeds per share received by St. Paul Travelers in the underwritten public stock offering, subject to a negotiated cap of $40 per share.

The timing of the settlement of the Forward Repurchase is dependent upon Nuveen’s receipt of approvals from shareholders of funds registered under the Investment Company Act of 1940, as amended (such funds, the “Registered Funds”), of new investment advisory agreements with relevant Nuveen advisory subsidiaries (such approvals, the “Fund Approvals”), but regardless of what Fund Approvals are received, the settlement of the Forward Repurchase will occur no later than December 23, 2005.  Nuveen has agreed in the Repurchase Agreement to use reasonable best efforts to obtain the Fund Approvals, and St. Paul Travelers has agreed to reimburse Nuveen for its expenses in doing so.  If Fund Approvals have been received from 90% of assets under management in the Registered Funds prior to August 25, 2005, or 80% of assets under management in the Registered Funds on or after August 25, 2005, the Forward Repurchase will be settled five business days following the satisfaction of either percentage condition (we refer to the earlier of this date and December 23, 2005, as the “Settlement Date”).  If the Fund Approvals

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condition is not satisfied, the Settlement Date will be December 23, 2005, and St. Paul Travelers will be required to deliver shares of Nuveen Class A common stock borrowed or acquired in open market purchases in settlement of the Forward Repurchase, while retaining an equal number of shares of Nuveen Class B common stock until December 27, 2005.

St. Paul Travelers agreed in the Repurchase Agreement to retain ownership of shares of Nuveen Class B common stock constituting more than 25% of the voting securities of Nuveen until the Settlement Date.  Following the Settlement Date, St. Paul Travelers has no obligation to continue holding its shares of Nuveen common stock and may sell or transfer these shares at any time thereafter.

Also as part of the Repurchase Agreement, St. Paul Travelers agreed that, in the event it ceases to hold at least 25% of the voting securities of Nuveen, it will convert its remaining shares of Nuveen Class B common stock to Nuveen Class A common stock.  As a result, St. Paul Travelers would cease to have special governance rights associated with shares of Nuveen Class B common stock under Nuveen’s Restated Certificate of Incorporation (including director appointment rights and veto rights over common stock issuances, by-law amendments and amendments to Nuveen’s Restated Certificate of Incorporation).

The closing and settlement of the repurchase transactions are contingent upon customary terms and conditions.

The Repurchase Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Separation Agreement.

On April 1, 2005, Nuveen entered into a Separation Agreement with St. Paul Travelers that addresses the separation of the parties following the completion of the underwritten public stock offering described above.  Under the terms of the Separation Agreement, the parties agreed to cooperate with, and provide indemnification to, each other on certain tax matters, including with respect to a restoration election under the Internal Revenue Code and in respect of Illinois state corporate income taxes paid on a unitary basis for periods prior to the separation.  The parties also agreed to cooperate following the separation with respect to providing necessary information about each other, and Nuveen agreed to use reasonable efforts to provide St. Paul Travelers with information necessary for St. Paul Travelers’ legal and regulatory filings.  St. Paul Travelers agreed to reimburse Nuveen for its out-of-pocket fees and expenses associated with the underwritten public stock offering and associated transactions, including, among other things, printing and filing fees, professional fees, and incremental mailing costs of notices required to be sent to other fund clients. St. Paul Travelers also agreed to use best efforts to obtain and maintain directors and officers insurance coverage, at no cost to Nuveen, for six years on behalf of Nuveen for occurrences prior to the time that Nuveen ceases to be a subsidiary of St. Paul Travelers, and certain related agreements.

The Separation Agreement is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

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In connection with the transactions contemplated under the Separation Agreement, Nuveen and St. Paul Travelers separately agreed to terminate the $250 million revolving loan agreement, as amended, between the parties.  No amounts were drawn under such facility as of the date of termination.

Item 9.01.              Financial Statements and Exhibits.

(c)           Exhibits.

Exhibit No.	Description
10.1	Repurchase Agreement, dated March 29, 2005, between Nuveen Investments, Inc. and The St. Paul Travelers Companies, Inc.
10.2	Separation Agreement, dated April 1, 2005, between Nuveen Investments, Inc. and The St. Paul Travelers Companies, Inc.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:       April 1, 2005	THE ST. PAUL TRAVELERS COMPANIES, INC.
	By:	/s/ Bruce A. Backberg
		Name: Bruce A. Backberg
		Title: Senior Vice President

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Repurchase Agreement, dated March 29, 2005, between Nuveen Investments, Inc. and The St. Paul Travelers Companies, Inc.
10.2	Separation Agreement, dated April 1, 2005, between Nuveen Investments, Inc. and The St. Paul Travelers Companies, Inc.

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EX-10.1

Exhibit 10.1

REPURCHASE AGREEMENT

This Repurchase Agreement (this “Agreement”) is made as of March 29, 2005, by and between Nuveen Investments, Inc., a Delaware corporation (the “Company”), and The St. Paul Travelers Companies, Inc., a Minnesota corporation (the “Selling Stockholder”).

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 the sale of certain shares of Class A common stock of the Company (the “Class A Common Stock”) by the Selling Stockholder, 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 the Selling Stockholder (the “Stock Offering”), and (2) an offering of shares of Class A Common Stock underlying certain mandatorily exchangeable securities (the “Mandatorily Exchangeable Offering”).

C.           Selling Stockholder is the record and beneficial owner of 60,999,414 shares of Class B common stock of the Company (the “Class B Common Stock”).

D.           Simultaneous with, and contingent upon, the closing of the Stock Offering as set forth in Section 2(a)(ii) below, the receipt of financing necessary to enable the Company to satisfy its obligations hereunder, on substantially the terms contained in the executed commitment letter attached as Annex A hereto (the “Financing Condition”), and further contingent upon the other terms and conditions contained in this Agreement, the Selling Stockholder desires to sell, and the Company desires to repurchase, such number of shares of Class B Common Stock as is equal to $200 million (the “Closing Consideration”) divided by the lesser of (i) the net offer proceeds per share to be received by the Selling Stockholder from the underwriters in the Stock Offering as set forth on the cover of the related prospectus (such per share amount, the “Net Offer Proceeds”) and (ii) $40.00, rounded (if necessary) to the nearest whole share (such number, the “Closing Repurchase Shares”) upon the terms and subject to the conditions of this Agreement (the “Closing Repurchase”).

E.           On a forward basis, contingent upon the closing of the Stock Offering as set forth in Section 2(a)(ii) below, the Financing Condition and the other terms and conditions contained in this Agreement, Selling Stockholder desires to sell, and the Company desires to repurchase, the Forward Repurchase Shares (as defined below) upon the terms and subject  to the conditions of this Agreement (the “Forward Repurchase”).

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.            Transfer Restrictions.  During the term of this Agreement, Selling Stockholder shall not convey, give, assign, pledge, sell, distribute, dispose or otherwise transfer any Repurchase Shares (as defined below) or any option, warrant or any other interest herein, except as provided herein.

2.            Closing Repurchase.  Upon the terms and subject to the conditions contained in this Agreement, the Company shall have the obligation at the Closing (as defined below) to repurchase all of the Closing Repurchase Shares from Selling Stockholder upon delivery therefrom, and Selling Stockholder shall have the obligation at the Closing to sell all of the Closing Repurchase Shares to the Company, as follows:

                                (a)           The obligations of the parties to affect the closing of the Closing Repurchase (the “Closing”) are contingent upon the following:

                                                (i)            Mutual Conditions.

(A) satisfaction of the Financing Condition; and

(B) the Company’s capital shall not be impaired within the meaning of Section 160 of the Delaware General Corporation Law at the time of the Closing, nor shall the Closing Repurchase cause any such impairment of the capital of the Company;

                                                (ii)           Conditions on the Obligations of the Company.

(A) the closing of the Stock Offering either (I) for not less than 33,655,354 shares of Class A Common Stock, or (II) at an aggregate offering size of not less than $1 billion;

(B) the representations and warranties of Selling Stockholder contained in Section 5 shall have been true and correct in all material respects as of the date of this Agreement and as of the Closing; and

(C) the covenants required to have been performed or complied with by Selling Stockholder prior to the Closing shall have been performed or complied with in all material respects.

                                                (iii)          Conditions on the Obligations of Selling Stockholder.

(A) the closing of the Stock Offering;

(B) the representations and warranties of the Company contained in Section 6 shall have been true and correct in all material respects as of the date of this Agreement and as of the Closing; and

(C) the covenants required to have been performed or complied with by the Company prior to the Closing shall have been performed or complied with in all material respects.

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                                (b)           Subject to Section 2(a) above, at the Closing and simultaneously with the closing of the Stock Offering:

                                                (i) Selling Stockholder shall deliver to the Company one or more certificates representing the Closing Repurchase Shares, duly endorsed for transfer, with appropriate stock powers attached, properly signed and with any necessary documentary or transfer tax stamps duly affixed and cancelled, free and clear of any claims, liens, security interests, restrictions, pledges and encumbrances of any kind (except for such restrictions on transfer as may exist generally under applicable federal and state securities laws); and

(ii) the Company shall deliver to Selling Stockholder via wire-transfer in immediately available funds, to an account designed by Selling Stockholder in writing on or before the second business day prior to the Closing, $200 million.

                                3.             Forward Repurchase.  Upon the terms and subject to the conditions contained in this Agreement, the Company shall have the obligation on the Settlement Date (as defined below) to repurchase all of the Forward Repurchase Shares (collectively with the Closing Repurchase Shares, the “Repurchase Shares,” with the Closing Repurchase and the Forward Repurchase, collectively, the “Repurchase”) from Selling Stockholder upon delivery therefrom, and Selling Stockholder shall have the obligation on the Settlement Date to sell all of the Forward Repurchase Shares to the Company, as follows:

                                (a)           The obligations of the parties to effect the closing of the Forward Repurchase are contingent upon the following:

                                                (i)            Mutual Conditions.

(A) the Closing Repurchase shall have occurred; and

(B) the Company’s capital shall not be impaired within the meaning of Section 160 of the Delaware General Corporation Law at the time of the Settlement Date, nor shall the Forward Repurchase cause any such impairment of the capital of the Company;

                                                (ii)           Conditions on the Obligations of the Company.

(A) the representations and warranties of Selling Stockholder contained in Section 5 shall have been true and correct in all material respects as of the date of this Agreement and as of the Settlement Date; and

(B) the covenants required to have been performed or complied with by Selling Stockholder prior to the Settlement Date shall have been performed or complied with in all material respects; and

                                                (iii)          Conditions on the Obligations of Selling Stockholder.

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(A) the representations and warranties of the Company contained in Section 6 shall have been true and correct in all material respects as of the date of this Agreement and as of the Settlement Date; and

(B) the covenants required to have been performed or complied with by the Company prior to the Settlement Date shall have been performed or complied with in all material respects.

                                (b)           Subject to Section 3(a) above, on the Settlement Date:

                                                (i) Selling Stockholder shall deliver to the Company one or more certificates representing the Forward Repurchase Shares, duly endorsed for transfer, with appropriate stock powers attached, properly signed and with any necessary documentary or transfer tax stamps duly affixed and cancelled (or in the event that Section 7(c) below becomes applicable, Selling Stockholder may in the alternative deliver the Forward Repurchase Shares via book-entry transfer in customary form and according to customary procedures), free and clear of any claims, liens, security interests, restrictions, pledges and encumbrances of any kind (except for such restrictions on transfer as may exist generally under applicable federal and state securities laws); and

(ii)           the Company shall deliver to Selling Stockholder via wire-transfer in immediately available funds, to an account designated by Selling Stockholder in writing on or before the second business day prior to the Settlement Date, the Forward Consideration.

                                                (c)           For purposes of this Agreement:

                                                (i) “Consent Condition” shall mean receipt by the Company or its applicable subsidiaries of Consents (as defined below) from clients representing at least the Threshold Percentage of the Company’s aggregate assets under management in investment companies (or series thereof) registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), for which the Company or its subsidiaries provides investment management or advisory services pursuant to an investment advisory agreement (a “Fund”) as of the record date for the meeting of the shareholders of each such Fund held to vote on the Consent, as defined in the next sentence.  As used herein, “Consent” shall mean the necessary approval of the board and shareholders of the applicable Fund pursuant to the provisions of Section 15 of the Investment Company Act of a new investment advisory agreement for such Fund having substantially the same terms as the agreement in effect immediately prior to the effectiveness of the new agreement.  For purposes of determining whether the Consent Condition has been met, the calculation of the percentage of Consents received shall be made without regard to any change in the assets under management referred to in the first sentence of this definition resulting from changes in market value from and after the record date for the meeting of the shareholders of each Fund held to vote on the Consent.

                                                (ii) “Forward Consideration” shall mean the sum of $400 million, plus (x) interest accrued on such amount at an annual rate of 3.5% from the date hereof through the Settlement Date, less (y) the aggregate amount of any dividends actually paid and received

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(or to be received in respect of a dividend record date occurring on or before the Settlement Date) by the Selling Stockholder in respect of the Forward Repurchase Shares from the date hereof through the Settlement Date.  Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months.

                                                (iii) “Forward Repurchase Shares” shall mean such number of shares of Class A Common Stock or Class B Common Stock that is equal to $400 million divided by the lesser of (x) the Net Offer Proceeds, and (y) $40.00, rounded (if necessary) to the nearest whole share; provided, that, if the Consent Condition is not met on or prior to December 23, 2005, the Forward Repurchase Shares shall mean an equal number of shares of Class A Common Stock (which Selling Stockholder, in accordance with Section 7(c) hereof, shall hereby be required to acquire in open market purchases or borrow on or prior to the Settlement Date).  An appropriate adjustment shall be made to the values set forth in clauses (x) and (y) of the preceding sentence in the event of any stock dividend, stock split, combination or similar event.

                                                (iv) “Settlement Date” shall mean December 23, 2005, or such earlier date that is the date as soon as practicable but in no event more than five business days following the date on which the Consent Condition is met as agreed between the parties.

                                                (v) “Threshold Percentage” shall mean (A) before August 25, 2005, 90%, and (B) on and after August 25, 2005, 80%.

                                4.             Rights as a Stockholder.  Prior to the Closing Repurchase, and except as set forth in Section 1 hereof, Selling Stockholder shall retain all rights as a stockholder of the Company with respect to the Closing Repurchase Shares, including, without limitation, the right to vote the Closing Repurchase Shares and the right to receive and retain any dividends thereon.  Prior to the Forward Repurchase, and except as set forth in Section 1 hereof, Selling Stockholder shall retain all rights as a stockholder of the Company with respect to the Forward Repurchase Shares, including, without limitation, the right to vote the Forward Repurchase Shares and the right to receive and retain any dividends thereon (subject, in the case of dividends, to the definition of Forward Consideration).

                                5.             Representations and Warranties of Selling Stockholder.  Selling Stockholder hereby represents and warrants to the Company as follows:

                                                (a)           Organization.  Selling Stockholder is duly organized, validly existing and in good standing under the laws of the State of Minnesota.

                                                (b)           Good and Valid Title.  Selling Stockholder is the sole record owner of, and has and will have good and valid title to, all Repurchase Shares being sold pursuant to this Agreement, free and clear of all liens, encumbrances, security interests and claims whatsoever; and upon sale and delivery of, and payment for, such Repurchase Shares, as provided herein, at the Closing, Selling Stockholder will convey to the Company good and valid title to such Repurchase Shares, free and clear of all liens, encumbrances and security interests.

                                                (c)           Authority; Authorization of Agreement.  Selling Stockholder has the requisite power and authority, including corporate authority, to enter into this Agreement and to perform the transactions contemplated hereby.  This Agreement has been duly authorized,

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executed and delivered by Selling Stockholder, and assuming the due authorization, execution and delivery hereof by the Company, constitutes a valid and legally binding agreement of Selling Stockholder, enforceable against Selling Stockholder in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principles.

                                                (d)           Absence of Violations; No Conflicts.  The execution and delivery of this Agreement by or on behalf of the Selling Stockholder, the sale of the Repurchase Shares by Selling Stockholder, the consummation of any of the other transactions contemplated herein, and the fulfillment of the terms hereof, has not violated and will not violate the organizational documents of Selling Stockholder, any provision of law or regulation or any material contract to which Selling Stockholder is subject, or any order, judgment or decree of any governmental authority to which Selling Stockholder is subject.

                                                (e)           Accuracy of Information Regarding Selling Stockholder.  Selling Stockholder has reviewed the Registration Statement and the Prospectuses, and such parts of the Registration Statement and the Prospectuses comprising information which specifically relates to Selling Stockholder did not, at the date the Registration Statement became effective, contain any untrue statement of a material fact regarding the Selling Stockholder or omit to state a material fact regarding the Selling Stockholder required to be stated therein or necessary to make the statements therein not misleading and, at the date of the Prospectuses, did not contain any untrue statement of a material fact regarding the Selling Stockholder or omit to state any material fact regarding the Selling Stockholder required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.

                                                (f)            Absence of Proceedings.  No actions, suits or proceedings before or by any court or governmental agency, body or authority, or arbitrator are pending or, to the best of Selling Stockholder’s knowledge, threatened or contemplated, seeking to prevent the sale of the Repurchase Shares or the consummation of the transactions contemplated by this Agreement.

                                                (g)           Absence of Manipulation.  Selling Stockholder has not taken and will not take, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Securities Exchange Act of 1934 or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Repurchase Shares.

                                                (h)           Information.  Selling Stockholder confirms that the Company has made available to Selling Stockholder and its representatives the opportunity to ask questions of the officers and management employees of the Company and to acquire such additional information about the business and financial condition of the Company as Selling Stockholder has requested, and all such information has been received.

                                6.             Representations and Warranties of the Company.  The Company hereby represents and warrants to Selling Stockholder as follows:

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                                                (a)           Organization.  The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware.

                                                (b)           Authority; Authorization of Agreement.  The Company has the requisite power and authority, including corporate authority, to enter into this Agreement and to perform the transactions contemplated hereby.  This Agreement has been duly authorized, executed and delivered by the Company, and assuming the due authorization, execution and delivery hereof by Selling Stockholder, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principles.

                                                (c)           Absence of Violations; No Conflicts.  The execution and delivery of this Agreement by or on behalf of the Company, the purchase of the Repurchase Shares by the Company, the consummation of any of the other transactions contemplated herein, or the fulfillment of the terms hereof, has not violated and will not violate the organizational documents of the Company, any provision of law or regulation or any material contract to which the Company is subject, or any order, judgment or decree of any governmental authority to which the Company or its subsidiaries or their property and assets is subject.

                                                (d)           Common Stock Repurchase.  The Repurchase has been approved by a committee of the Board of Directors of the Company comprised solely of directors that do not have a relationship which, in the opinion of the Board of Directors of the Company, would interfere with the exercise of the independent judgment by such person in carrying out his responsibilities as a director of the Company with respect to the Repurchase.

                                7.             Additional Covenants.

                                                (a)           The Company agrees to use its reasonable best efforts to satisfy the Consent Condition by August 1, 2005, and agrees to continue to use its reasonable best efforts to satisfy the Consent Condition following such date to the extent the Consent Condition is not satisfied as of such date, and shall advise the Selling Stockholder upon request regarding the status of its efforts to gain the consents contemplated by the Consent Condition.  In addition, the Company shall discuss on not less than a weekly basis with the Selling Stockholder any issuance(s) of shares of common stock of the Company as a result of which the total outstanding shares of common stock of the Company would exceed 95,000,000, 96,000,000 or 97,000,000, with the intention to provide the Selling Stockholder with sufficient advance notice with respect to any such issuances.

                                                (b)           Selling Stockholder agrees that it shall promptly reimburse the Company for all reasonable expenses incurred by the Company in furtherance of its obligations to use reasonable best efforts to satisfy the Consent Condition as set forth under Section 7(a) above.

                                                (c)           Selling Stockholder agrees that it shall, until the occurrence of the Settlement Date, retain at all times, and not transfer, ownership of a sufficient number of shares

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of Class B Common Stock (including those shares subject to the forward agreements entered into in connection with the Mandatorily Exchangeable Offering) such that it will hold at all such times in excess of 25% of the voting securities of the Company.

                                                (d)           If the Consent Condition is not met on or prior December 1, 2005, Selling Stockholder covenants and agrees that following such date it shall take the necessary and appropriate actions such that until December 27, 2005, it shall have retained, and not transferred, ownership of the shares of Class B Common Stock that, in accordance with the definition of Forward Repurchase Shares, had the Consent Condition been met, would have been Forward Repurchase Shares, and shall instead have undertaken open market purchases of, or borrowed, a sufficient number of shares of Class A Common Stock in order to deliver such Forward Repurchase Shares on the Settlement Date.  Any purchases or borrowings by the Selling Stockholder of Class A Common Stock shall comply in all respects with applicable securities laws.

                                                (e)           Selling Stockholder agrees that it shall, pursuant to Sections 6.5(a)(i) and 6.5(a)(ii) of the Restated Certificate of Incorporation of the Company (the “Certificate”), cause all shares of Class B Common Stock held of record or beneficially by Selling Stockholder or any of its affiliates to be converted into shares of Class A Common Stock immediately following the occurrence of the earlier of: (i) the Consent Condition having been satisfied and the Settlement Date having occurred, and (ii) Selling Stockholder having ceased to hold at least 25% of the outstanding voting securities of the Company.  Selling Stockholder further agrees that immediately prior to such conversion it shall cause the Class B Directors (as defined in the Certificate) to resign or be removed from the Board of Directors of the Company.

                                8.             Termination.  This Agreement may be terminated by mutual agreement of the Company and Selling Stockholder.

                                9.             Specific Performance.  The parties acknowledge and agree that in the event of any breach of this Agreement, the parties would be irreparably harmed.  It is accordingly agreed that each of the Company and Selling Stockholder, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to request specific performance of the transactions contemplated by this Agreement.

                                10.           Governing Law.  This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of New York.

                                11.           Entire Agreement.  This Agreement constitutes the entire and final agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements relating to the subject matter hereof which are of no further force or effect.

                                12.           Amendments; Waiver.  No amendment, modification or waiver of this Agreement shall be effective unless set forth in writing and, in the case of an amendment or modification, signed by the parties hereto, and in the case of a waiver, signed by the party against which the waiver is to be effective.  No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial

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exercise or waiver thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

                                13.           Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

14.           Public Announcements.  The Company and the Selling Stockholder agree that any press release regarding this Agreement or the Company Repurchase shall be mutually acceptable.

                15.           Assignment.  This Agreement shall inure to the benefit of and be binding upon the parties hereto and their heirs, legal representatives, successors and assigns; provided, however, that the Company may not assign its rights or delegate its obligations under this Agreement without the express prior written consent of the Selling Stockholder, and the Selling Stockholder may not assign its rights or delegate its obligations under this Agreement without the express prior written consent of the Company.

                16.           Headings.  Section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

                17.           Survival.  All representations, warranties and covenants shall survive the closing of the Repurchase.

                18.           Notices.  All notices hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered personally, sent by documented overnight delivery service or, to the extent receipt is confirmed, telecopy or other electronic transmission service to the appropriate address or number as set forth below.

Notices to the Selling Stockholder shall be addressed to:

The St. Paul Travelers Companies, Inc.

385 Washington Street

St. Paul, MN 55102

Attention: General counsel

Fax:  (651) 310-3386

or at such other address and to the attention of such other person as Selling Stockholder may designate by written notice to the Company.

Notices to the Company shall be addressed to:

Nuveen Investments, Inc.

333 West Wacker Drive

Chicago, IL 60606

Attention:  General counsel

Fax:  (312) 917-7952

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with a copy to:

Jenner & Block LLP

One IBM Plaza

Chicago, IL  60611

Attention:  John F. Cox

Fax:  (312) 840-7396

or at such other address and to the attention of such other persons the Company may designate by written notice to Selling Stockholder.

19.           Severability.  If at any time subsequent to the date hereof any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but shall not affect the legality or enforceability of any other provision of this Agreement.

20.           Further Assurances.  From time to time on and after the date of this Agreement, each of the parties hereto shall take or cause to be taken all action, and do or cause to be done all things necessary, proper and advisable, to consummate and make effective as promptly as reasonably practicable, the transactions contemplated hereby in accordance with the terms hereof.

*          *           *          *           *          *

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IN WITNESS WHEREOF, the parties hereto hereby execute this Agreement as of the date first above written.

THE COMPANY
NUVEEN INVESTMENTS, INC.
By:	/s/ Alan G. Berkshire
Name:	Alan G. Berkshire
Title:	Senior Vice President
SELLING STOCKHOLDER
THE ST. PAUL TRAVELERS
COMPANIES, INC.
By:	/s/ Samuel G. Liss
Name:	Samuel G. Liss
Title:	Executive Vice President

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EX-10.2

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 time at which the Company ceases to be a subsidiary of Parent on a basis that is substantially similar to Directors and Officers liability insurance coverage maintained by Parent with respect to its own directors and officers at that time, in accordance with such policy terms as are determined by Parent in its reasonable discretion for a term continuing until the sixth anniversary of such time.  Parent agrees that, for purposes of the Coverage only, it shall not assert that the time at which the Company ceases to be a subsidiary of Parent is any earlier than the closing of the Stock Offering. The Coverage shall be at no cost to the Company; however, the Company shall be responsible for losses not covered under the terms of the Coverage and for any deductibles under the Coverage.  Parent further agrees not to (i) bring claims against Class B Directors if the Company could be obligated to defend or indemnify

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such directors for such claims, (ii) bring claims against the non-Class B directors of the Company with respect to occurrences prior to the time at which the Company ceases to be a subsidiary of Parent if the Company could be obligated to defend or indemnify such directors for such claims and the Coverage would be applicable to such claims, or (iii) seek reimbursement from the Company or its directors or officers for Parent’s insurance-related costs arising from claims made under the Coverage or seek to influence or impact in a manner adverse to the Company or its officers or directors the insurers’ determinations with respect to the availability of such coverage.  Subject to the restriction in the preceding sentence, Parent shall have the sole and absolute right to manage any and all claims filed under the Coverage and all contacts with the insurance companies providing the Coverage shall be directed exclusively through Parent, except that the Parent shall reasonably communicate with the Company with respect to any such claims involving or relating to the Company.

                                3.             Expense Reimbursement.  Parent agrees that, except as otherwise expressly provided herein, it shall reimburse the Company for all out-of-pocket costs and expenses incurred by the Company or its subsidiaries in connection with the Separation Transactions, including but not limited to:  the costs and expenses of printing and mailing the Registration Statement and the prospectus supplements thereto, and all filing and other fees paid to the U.S. Securities and Exchange Commission or any other Governmental Entity in connection therewith (for the avoidance of doubt, the reimbursement will cover the full amount of the filing fee in connection with the registration statement whether or not relating to shares actually sold in connection with the Separation Transactions, provided that the Company shall reimburse to Parent any portion of such fee relating to any offering made by the Company under the Registration Statement other than as a result of the Separation Transactions when one or more amendments to the Registration Statement or prospectus supplements relating thereto for any such transaction is or are filed); the fees and expenses of legal and financial advisors to the Company, and to the ad hoc committee of independent directors of the Board of Directors of the Company formed to review certain aspects of the Separation Transactions, incurred in connection with the Separation Transactions; the fees and expenses of KPMG in connection with the securities offerings contemplated by the Registration Statement and the supplements thereto; the costs and expenses associated with establishing its $750,000,000 bridge facility (for the avoidance of doubt, such costs do not include ongoing commitment fees or interest paid on amounts drawn under the facility); the costs and expenses incurred by the Company in connection with the amendment of its existing credit facility and outstanding senior notes due September 19, 2008; incremental mailing costs of other notices required to be sent to non-Investment Company Act registered clients in connection with the Separation Transactions; all filing and other fees paid to the U.S. Securities and Exchange Commission or any other Governmental Entity in connection therewith; and the costs and expenses of legal counsel to the funds.  The Company shall provide to Parent copies of the applicable invoices or other appropriate documentation of such expenses paid by the Company, and Parent shall reimburse all such amounts promptly after receipt of the applicable invoice or such other appropriate documentation.

4.             Cooperation.  For any periods in which Parent is required to consolidate the results of operations and financial position of the Company, or to account for its investment in the Company under the equity method of accounting (determined in accordance with generally accepted accounting principles consistently applied and consistent with SEC reporting requirements), the Company will use reasonable efforts to provide Parent and its auditors on a timely basis with the necessary information relating to the Company and access to Company personnel to permit Parent to prepare and file its earnings re leases and 10-Q, 10-K and other applicable filings

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with the SEC, and to otherwise comply with legal and regulatory requirements applicable to Parent and its subsidiaries. Each of the Company and Parent agrees to provide or cause to be provided to the other party and its authorized accountants, counsel and other designated representatives, reasonable access and duplicating rights (at such other party’s expense) during normal business hours and upon reasonable advance notice, subject to any appropriate restrictions for classified, privileged or confidential information, to all information within the possession or control of such party relating to the business, assets or liabilities of such other party as they existed prior to the date hereof, in so far as such access is reasonably required for a reasonable purpose.  Without limiting the foregoing, information may be requested under this Section for audit, accounting, claims, litigation, regulatory and tax purposes, as well as for purposes of fulfilling disclosure and reporting obligations; provided, however, that in the event that any party determines that any such provision of information could be commercially detrimental, violate any law or agreement or waive any attorney-client privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.  Any information so provided and owned by one party that is provided to a requesting party pursuant to this Section shall be deemed to remain the property of the providing party.  Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such information.  To facilitate the possible exchange of information pursuant to this Section and other provisions of this Agreement after the date hereof, each party agrees to use its commercially reasonable efforts to retain all information in its respective possession or control on the date hereof substantially in accordance with its policies as in effect on the date hereof.  Each of the Company and Parent shall use its commercially reasonable efforts to make available to the other party, upon reasonable written request, the officers, directors, employees, other personnel and agents of such party and its subsidiaries as witnesses and, subject to the limitations set forth above, any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such officers, directors, employees, other personnel and agents) or books, records or other documents may reasonably be required in c onnection with the prosecution or defense of any legal, regulatory, administrative or other proceeding in which the requesting party may from time to time be involved, provided that there is no conflict in any such proceeding between the requesting party and the other party.  The requesting party shall bear all costs and expenses in connection therewith.

                                5.             Representations and Warranties of Parent.  Parent hereby represents and warrants to the Company as follows:

               (a)           Authorization of Agreement.  This Agreement has been duly authorized by Parent.

               (b)           Absence of Violations; No Conflicts.  The execution and delivery of this Agreement by or on behalf of the Parent, and the consummation of the transactions contemplated hereby, and the fulfillment of the terms hereof, has not violated and will not violate the organizational documents of Parent, any provision of law or regulation or material contract to which Parent is subject, or any order, judgment or decree of any governmental authority to which Parent is subject.

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                                6.             Representations and Warranties of the Company.  The Company hereby represents and warrants to Parent as follows:

               (a)           Authorization of Agreement.  This Agreement has been duly authorized by the Company.

               (b)           Absence of Violations; No Conflicts.  The execution and delivery of this Agreement by or on behalf of the Company, and the consummation of the transactions contemplated hereby, and the fulfillment of the terms hereof, has not violated and will not violate the organizational documents of the Company, any provision of law or regulation or material contract to which the Company is subject, or any order, judgment or decree of any governmental authority to which the Company is subject.

                                7.             Termination.  This Agreement may be terminated by mutual agreement of the Company and Parent.

                                8.             Specific Performance; Limitation on Liability.  The parties acknowledge and agree that in the event of any breach of this Agreement, the parties would be irreparably harmed and could not be made whole by monetary damages.  It is accordingly agreed that each of the Company and Parent, in addition to any other remedy to which they may be entitled under this Agreement, shall be entitled to compel specific performance of the transactions contemplated by this Agreement.

                                9.             Governing Law.  This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of New York.

                                10.           Entire Agreement.  This Agreement constitutes the entire and final agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements relating to the subject matter hereof which are of no further force or effect.

                                11.           Amendments.  No amendment or modification of this Agreement shall be effective unless set forth in writing and signed by the parties hereto.

                                12.           Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

                13.           Assignment.  This Agreement shall inure to the benefit of and be binding upon the parties hereto and their heirs, legal representatives, successors and assigns; provided, however, that the Company may not assign its rights or delegate its obligations under this Agreement without the express prior written consent of the Parent, and the Parent may not assign its rights or delegate its obligations under this Agreement without the express prior written consent of the Company.

                14.           Headings.  Section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

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                15.           Survival.  All representations, warranties and covenants shall survive in accordance with their terms, this Section and Sections 1, 3, 8, 9, 10, 13, 16, 17 and 18 of this Agreement shall survive the termination of this Agreement.

                16.           Notices.  All notices hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered personally, sent by documented overnight delivery service or, to the extent receipt is confirmed, telecopy or other electronic transmission service to the appropriate address or number as set forth below.

Notices to the Parent shall be addressed to:

The St. Paul Travelers Companies, Inc.

385 Washington Street

St. Paul, MN 55102

Attention:  General Counsel

Fax: (651) 310-3386

or at such other address and to the attention of such other person as Parent may designate by written notice to the Company.

Notices to the Company shall be addressed to:

Nuveen Investments, Inc.

33 West Wacker Drive

Chicago, IL 60606

Attention:  General Counsel

Fax:  (312) 917-7952

or at such other address and to the attention of such other persons the Company may designate by written notice to Parent.

17.           Severability.  If at any time subsequent to the date hereof any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but shall not affect the legality or enforceability of any other provision of this Agreement.

18.           Arbitration.           (a) Except as otherwise provided with respect to specific performance in Section 8, any dispute that cannot be resolved by the parties and arising out of the interpretation, performance or breach of this Agreement, including the formation or validity thereof, shall be submitted for decision to a panel of three arbitrators.  Notice requesting arbitration will be in writing and sent certified or registered mail, return receipt requested.  One arbitrator shall be chosen by each of the Company and Parent and the two arbitrators shall, before instituting the hearing, choose an impartial third arbitrator who shall preside at the hearing.  If either party fails to appoint its arbitrator within thirty (30) days after being requested to do so by the other party, the latter, after ten (10) days notice by certified or registered mail of its intention to do so, shall request the American Arbitration Association (“AAA”) to appoint the second arbitrator.  If the

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two arbitrators are unable to agree upon the third arbitrator within thirty (30) days of their appointment, the arbitrators shall request the AAA to select the third arbitrator.

(b)           Within thirty (30) days after notice of appointment of all arbitrators, the panel shall meet and determine timely periods for briefs, discovery procedures and schedules for hearings.  The panel shall be relieved of all judicial formality and shall not be bound by the strict rules of procedure and evidence.  Unless the panel agrees otherwise, arbitration shall take place in New York, New York and the panel shall apply the law of the State of New York.  The decision of any two arbitrators when rendered in writing shall be final and binding.  The panel is empowered to grant interim relief as it may deem appropriate.  In no event shall the panel award punitive or exemplary damages.  The panel shall make its decision within forty-five (45) days following the termination of the hearings.  Either party may apply to a United States District Court or to a State Court of competent jurisdiction for an order confirming the arbitration award; a judgment of such court shall thereupon be entered on the award.  If such an order is issued, the attorneys’ fees of the party so applying and court costs will be paid by the party against whom confirmation is sought.

(c)           The parties hereto shall share the expense of the arbitrators equally.  The remaining costs of the arbitration shall be allocated by the panel.  The panel may, at its discretion, award such further costs, interest and expenses as it considers appropriate, including but not limited to attorneys’ fees, to the extent not prohibited by law.

*          *           *          *           *          *

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                                IN WITNESS WHEREOF, the parties hereto hereby execute this Agreement as of the date first above written.

THE COMPANY
NUVEEN INVESTMENTS, INC.
By:	/s/ Alan G. Berkshire
Name: Alan G. Berkshire
Title: Senior Vice President
SELLING STOCKHOLDER
THE ST. PAUL TRAVELERS COMPANIES, INC.
By:	/s/  Samuel G. Liss
Name:  Samuel G. Liss
Title:  Executive Vice President

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