NUVEEN INVESTMENTS INC
EMPLOYMENT TERMS
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<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>c01766exv10w3.txt
<DESCRIPTION>EMPLOYMENT TERMS
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                                                                    EXHIBIT 10.3


                                   ALAN BROWN
                                Employment Terms

Title:                        Executive Vice President, Mutual Funds

Responsibilities:             Effective September 30, 2005, the above named
                              executive (the "Executive") assumed responsibility
                              for leading the development of the mutual funds
                              business for Nuveen Investments, Inc. (the
                              "Company"), including all aspects of mutual fund
                              product management and new product development.
                              Initial emphasis on increasing market shares in
                              mutual fund wrap and annuity/retirement channels,
                              and in broker-dealer focused sub-advisory platform
                              and in Company - sponsored offshore platforms.

Reporting:                    President of Nuveen Investments, Inc. or other
                              member of the Office of the Chairman.

Base Compensation:            $400,000 per annum, to be reviewed annually as
                              part of normal compensation review.

Annual Bonus:                 Eligible for annual discretionary bonus, based on
                              firm and individual performance.

Severance:                    If, prior to September 30, 2008, Executive's
                              employment is terminated by the Company without
                              Cause (as defined in the Company's equity
                              incentive award plan then in effect) or by
                              Executive for Good Reason as defined herein,
                              Executive will be entitled to receive (subject to
                              the receipt of a general release by Executive of
                              any and all claims against the Company): (1) a
                              continuation of his annual base compensation then
                              in effect for up to 18 months after the date of
                              termination, provided that Executive is prohibited
                              from soliciting the Company's clients or employees
                              during the period of continuation, and (2) within
                              30 days after the date of termination, a bonus in
                              respect of the year in which termination occurs
                              equal to the pro rata amount of his prior year's
                              bonus, based on the number of days worked in the
                              year of termination. At any time during this
                              18-month period, Executive can relinquish all
                              rights to any future payments hereunder, and he
                              will not be bound by the foregoing limitations on
                              his activities. These severance rights are in lieu
                              of any severance rights Executive would otherwise
                              have under the Company's severance plan.

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Equity Award:                 See the January 20, 2006 Special Restricted Stock
                              Award Agreement, a copy of which is attached
                              hereto.

Good Reason                   For purposes of the severance arrangement
                              discussed above and as provided in the Special
                              Restricted Stock Award attached hereto, "Good
                              Reason" shall exist in the event that either
                              (1)Executive's responsibilities as described above
                              are materially diminished without his consent, or
                              (2) Executive is required to report other than as
                              described above without his consent, in either
                              case excluding for this purpose any action not
                              taken in bad faith and which is remedied by the
                              Company within thirty days after written notice
                              thereof in reasonable detail has been delivered to
                              the Company by Executive.

At-Will Employment            Executive remains an at-will employee of the
                              Company and nothing in this Agreement or the
                              Special Restricted Stock Award Agreement will be
                              construed as creating any right in Executive to
                              continued employment with the Company.


Entered into as of January 13, 2006; effective as of September 30, 2005.



                                        ------------------------------
                                        Mark Flynn
                                        Director of Human Resources


                                        ------------------------------
                                        Alan Brown
                                        Executive Vice President



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