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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).

                                       2
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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  Indebtedness  (the "Private  Placement") of the
            Borrower in an amount not in excess of $300,000,000 with no maturity
            or  mandatory  prepayments  until  after the  Maturity  Date  issued
            pursuant to the terms described in the Note Purchase Agreement;

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                  (k) other unsecured Indebtedness of the Borrower not otherwise
            permitted by this Section 6.11 in an aggregate  principal amount not
            exceeding  $450,000,000  (or,  if  greater,  $750,000,000  less  the
            outstanding  principal amount of the Private Placement) on terms and
            conditions  that provide no greater  priority for such  Indebtedness
            than the Obligations; and

                  (l) other unsecured  Indebtedness  not otherwise  permitted by
            this Section 6.11 in an aggregate  principal amount for the Borrower
            and all its Subsidiaries not exceeding $20,000,000."

      1.8 affiliates.  Section 6.18 of the Credit Agreement is hereby amended to
state in its entirety as follows:

            "6.18  AFFILIATES.  The  Borrower  will not, and will not permit any
      Subsidiary to, enter into any transaction (including,  without limitation,
      the purchase or sale of any Property or service) with, or make any payment
      or  transfer  to,  any  Affiliate  except  (a) in the  ordinary  course of
      business and pursuant to the reasonable  requirements of the Borrower's or
      such  Subsidiary's  business  and upon fair and  reasonable  terms no less
      favorable  to the  Borrower or such  Subsidiary  than the Borrower or such
      Subsidiary  would  obtain in a  comparable  arms-length  transaction,  (b)
      transactions  among the  Borrower  and  Wholly-Owned  Subsidiaries  of the
      Borrower and (c)  repurchases by the Borrower of up to $600,000,000 of its
      common shares from The St. Paul Travelers Companies, Inc."

      1.9  Inconsistent  Agreements.  Section  6.20 of the Credit  Agreement  is
hereby amended to state in its entirety as follows:

            "6.20 INCONSISTENT  AGREEMENTS.  The Borrower will not, and will not
      permit  any  Subsidiary  to,  be a  party  to  any  indenture,  agreement,
      instrument or other arrangement that (a) directly or indirectly  prohibits
      or restrains, or has the effect of prohibiting or restraining,  or imposes
      materially adverse conditions upon, (i) the incurrence of the Obligations,
      (ii) the granting of Liens to secure the  Obligations,  (iii) the amending
      of the Loan  Documents  or (iv) the ability of any  Subsidiary  to (x) pay
      dividends or make other distributions on its capital stock or other equity
      interests,  (y) make loans or advances to the  Borrower or (z) repay loans
      or advances from the Borrower or (b) contains any provision which would be
      violated or breached by the making of Loans or by the  performance  by the
      Borrower  or any  Subsidiary  of any of its  obligations  under  any  Loan
      Document;  provided that the foregoing  shall not apply to any prohibition
      or  restraint  of the type  described  in  clause  (a)(ii)  or  (a)(iv)(y)
      contained in (A) this  Agreement,  (B) the Note Purchase  Agreement or (C)
      any other agreement pursuant to which the Borrower incurs  Indebtedness of
      the type  described in Section  6.11(k) so long as no such  prohibition or
      restraint  in  such  other   agreement  is  more   restrictive   than  the
      corresponding  prohibition or restraint  contained in this Agreement or in
      the documents referred to in the foregoing clause (B)."

      1.10 Minimum Net Worth.  Section 6.21(a) of the Credit Agreement is hereby
amended to state in its entirety as follows:

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                  "(a)  Minimum  Net Worth.  After the date  hereof and prior to
            April 1, 2005, maintain a minimum Net Worth of at least $360,000,000
            and at all times thereafter maintain a minimum Net Worth of at least
            zero plus 30% of Net Income,  if positive,  for each fiscal  quarter
            ending on or after June 30, 2005."

      SECTION 2. WAIVER. The Lenders and the  Administrative  Agent hereby waive
any right  they may have to take  action  under  Section  7.01(e)  of the Credit
Agreement  arising solely as a result of any default which might arise under the
Note Purchase  Agreement (x) arising from the prepayment of  Indebtedness  under
the Note Purchase  Agreement  without giving the required  notice under the Note
Purchase  Agreement  or (y)  resulting  from or relating to  repurchases  by the
Borrower of its capital stock from The St. Paul Travelers  Companies,  Inc., but
only so long as (a) the holders of such  Indebtedness  do not exercise any legal
remedies as a result of such  default and (b) all  obligations  of the  Borrower
with respect to the Note Purchase Agreement(including obligations resulting from
such  default)  have been paid in full within thirty days after the date of such
default.

      SECTION 3. CONDITIONS  PRECEDENT.  This Amendment  shall become  effective
when each of the  conditions  precedent  set forth in this  Section 3 shall have
been satisfied,  and notice thereof shall have been given by the  Administrative
Agent to the Borrower and the Lenders.

      3.1 Receipt of Documents. The Administrative Agent shall have received all
of the following  documents duly  executed,  dated the date hereof or such other
date as  shall  be  acceptable  to the  Administrative  Agent,  and in form  and
substance reasonably satisfactory to the Administrative Agent:

            (a) Amendment.  This Amendment,  duly executed by the Borrower,  the
      Administrative Agent and the Majority Lenders.

            (b)  Consents.  Copies,  certified by the  secretary or an assistant
      secretary of the  Borrower,  of all  documents  evidencing  any  necessary
      corporate  action,  consents  and  governmental  approvals  (if any)  with
      respect to this Amendment and the other documents described herein.

            (c)  Secretary's  Certificate.  A certificate of the secretary or an
      assistant secretary of the Borrower, as to (i) resolutions of the Board of
      Directors of the Borrower  then in full force and effect  authorizing  the
      execution,  delivery  and  performance  of this  Amendment  and each other
      document described herein, and (ii) the incumbency and signatures of those
      officers of the Borrower  authorized to act with respect to this Amendment
      and each other document described herein.

      3.2 Compliance  with  Warranties,  No Default,  etc. Both before and after
giving effect to the effectiveness of this Amendment,  the following  statements
by the Borrower shall be true and correct (and the Borrower, by its execution of
this Amendment,  hereby represents and warrants to the Administrative  Agent and
each Lender that such statements are true and correct as at such times):

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            (a) the representations and warranties set forth in Article V of the
      Credit Agreement shall be true and correct with the same effect as if then
      made (unless  stated to relate  solely to an earlier  date,  in which case
      such  representations  and warranties shall be true and correct as of such
      earlier date); and

            (b) no Default shall have then occurred and be continuing.

      3.3  Amendment  Fee.  The Borrower  shall have paid to the  Administrative
Agent for the account of each Lender  executing and  delivering a counterpart of
this  Amendment  prior to 12:00  p.m.  (New  York  time)  on April 4,  2005,  an
amendment  fee  equal to 0.05% of such  Lender's  Commitment  under  the  Credit
Agreement.

      SECTION 4.  REPRESENTATIONS AND WARRANTIES.  To induce the Lenders and the
Administrative  Agent  to  enter  into  this  Amendment,   the  Borrower  hereby
represents and warrants to the Administrative Agent and each Lender as follows:

      4.1 Due Authorization, Non-Contravention, etc. The execution, delivery and
performance  by the  Borrower  of  this  Amendment  are  within  the  Borrower's
corporate powers,  have been duly authorized by all necessary  corporate action,
and do not

            (a) contravene the Borrower's charter or bylaws;

            (b)  contravene any  contractual  restriction,  law or  governmental
      regulation  or court decree or order binding on or affecting the Borrower;
      or

            (c) result in, or require the creation or imposition of, any Lien on
      any of the Borrower's properties.

      4.2 Government Approval,  Regulation, etc. No authorization or approval or
other action by, and no notice to or filing with, any governmental  authority or
regulatory  body or other Person is required for the due execution,  delivery or
performance by the Borrower of this Amendment.

      4.3 Validity, etc. This Amendment constitutes the legal, valid and binding
obligation of the Borrower  enforceable in accordance with its terms,  except as
enforceability  may  be  limited  by  bankruptcy,  insolvency  or  similar  laws
affecting  the  enforcement  of  creditors'   rights  generally  or  by  general
principles of equity limiting availability of equitable remedies.

      SECTION 5. MISCELLANEOUS.

      5.1 Continuing Effectiveness, etc. This Amendment shall be deemed to be an
amendment to the Credit Agreement,  and the Credit Agreement, as amended hereby,
shall  remain in full  force and  effect and is hereby  ratified,  approved  and
confirmed in each and every respect.  After the  effectiveness of this Amendment
in accordance with its terms, all references to the Credit Agreement in the Loan
Documents or in any other  document,  instrument,  agreement or writing shall be
deemed to refer to the Credit Agreement as amended hereby.

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      5.2 Payment of Costs and Expenses. The Borrower agrees to pay on demand
all expenses of the Administrative Agent (including the reasonable fees and
out-of-pocket expenses of counsel to the Administrative Agent) in connection
with the negotiation, preparation, execution and delivery of this Amendment.

      5.3 Severability. Any provision of this Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such provision and such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Amendment
or affecting the validity or enforceability of such provision in any other
jurisdiction.

      5.4 Headings. The various headings of this Amendment are inserted for
convenience only and shall not affect the meaning or interpretation of this
Amendment or any provisions hereof.

      5.5 Execution in Counterparts. This Amendment may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement. Delivery of a counterpart signature page hereto by facsimile shall be
effective as delivery of an original signed counterpart.

      5.6 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

      5.7 Successors and Assigns. This Amendment shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
assigns.

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      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.

                                                NUVEEN INVESTMENTS, INC.

                                                By  /s/ Peter H. D'Arrigo
                                                Title: VP and Treasurer

                                       S-1
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                                         BANK OF AMERICA, N.A., as a Lender

                                         By /s/ George Kinne
                                         Title: Vice President

                                       S-2
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                                         CITIBANK, N.A., as a Lender

                                         By /s/ Matthew Nicholls
                                         Title: Director

                                       S-3
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                                          JPMORGAN CHASE BANK, N.A. (successor
                                          to BANK ONE), as a Lender

                                          By:  /s/ Jeanne Horn
                                          Title: Vice President

                                       S-4
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                                           STATE STREET BANK AND TRUST COMPANY,
                                           as a Lender

                                           By /s/ Charles Garrity
                                           Title: Vice President

                                       S-5
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                                           THE BANK OF NEW YORK, as a Lender

                                           By /s/ Gary Overton
                                           Title: Vice President

                                      S-6