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                                                                 EXHIBIT 10.2(d)

                DESCRIPTION OF TERMS OF EMPLOYMENT OFFER LETTER
                              WITH MARK T. MCGANNON
                                       AND
                         JOHN NUVEEN & CO. INCORPORATED


In Connection with Mark T. McGannon joining John Nuveen & Co. Incorporated (the
"Company") in January 1999, the Company agreed to provide Mr. McGannon with
certain minimum levels of compensation through the year 2000 as specified in
such letter of employment. These levels included a minimum annual base salary of
$200,000 and a minimum annual cash bonus of $400,000 through the year 2000. In
addition, the Company agreed to provide Mr. McGannon with certain payments in
the event the Company terminates his employment other than for Cause (as defined
under the 1996 Equity Incentive Award Plan) or Mr. McGannon terminates his
employment based on Constructive Termination (as defined under the 1996 Equity
Incentive Award Plan), during the period of two years following his employment
date. In that event, the Company will pay to Mr. McGannon his base salary
through the date of termination, a lump sum severance payment of $350,000 and a
pro-rata share of the previous fiscal year's cash bonus based on the number of
days in the current fiscal year preceding the date of termination. The Company
also agreed in the employment letter to reimburse Mr. McGannon, in the event he
becomes entitled to payments or benefits in connection with the termination of
his employment in connection with a Change in Control (as defined under the 1996
Equity Incentive Award Plan) or otherwise that subjects Mr. McGannon to the
excise tax imposed by Section 4999 of the Internal Revenue Code, in an amount
necessary to fully offset the costs associated with such tax payment.