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                                                                 EXHIBIT 10.2(e)

                     AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
                         AND NON-COMPETITION AGREEMENT;
                         CONTINGENT CONSULTING AGREEMENT

WHEREAS, ON JULY 16, 1996, Richard P. Davis ("Davis") and The John Nuveen
Company ("JNC") entered into an Employment Agreement (the "Employment
Agreement") setting forth the terms and conditions of Davis' employment and
compensation by JNC and a Non-Competition Agreement;

WHEREAS, the parties desire to enter into this amendment to the Employment
Agreement and the Non-Competition Agreement (as so amended, the "Amended
Agreement") to reflect certain specific agreed upon changes in such terms and
conditions, but to otherwise leave the provisions of the Employment Agreement
and the Non-Competition Agreement in effect;

WHEREAS, the parties also desire to enter into a Contingent Consulting Agreement
to address certain contingencies which agreement is set forth in this Amended
Agreement;

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises
and agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, JNC
and Davis agree as follows:

1    Services - Davis will provide services to JNC and its subsidiaries or
     affiliates (collectively "JNC") during the term of the Amended Agreement
     which are expected to relate principally to JNC's sales and marketing
     efforts. Davis will be based in Dayton and will work under the direction of
     the Nuveen Executive Committee. While John Amboian will serve as the
     representative of such committee for day-to-day reporting purposes, Davis
     will be expected to work closely with others at JNC on a project-by-project
     basis. Davis' new title will be Senior Consultant.

2.   Communications - The agreed upon internal and external communications with
     respect to Davis' new role with JNC are as set forth in Exhibit A hereto.
     The parties anticipate making such communication on February 3, 1998.

3.   Term - The Amended Agreement will not change the December 31, 2001
     termination date provided in the Employment Agreement. JNC may not
     terminate the Amended Agreement without Cause and Davis may not terminate
     his employment hereunder for Good Reason (other than for non-payment of
     amounts due hereunder) as such terms are defined in the Employment
     Agreement.

4.   Time Commitment - Davis will devote his efforts to JNC matters, special
     projects and business relationships that are appropriate for a professional
     with Davis'



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     experience and stature, as reasonably requested by JNC with at least 10
     days' notice. JNC will make reasonable accommodation for prior personal
     commitments of Davis (e.g., formalized vacation plans). The parties
     acknowledge that the amount of services requested by JNC hereunder may vary
     significantly from period to period for various reasons. The availability
     of Davis for and scheduling of services in excess of 200 hours during any
     calendar year is subject to the mutual agreement of the parties.

5.   Compensation - Davis will receive $250,000 per year of annual base
     compensation. Davis will also continue to participate in the JNC annual
     bonus plan and receive a $750,000 cash bonus payment for each of 1998
     through 2001 respectively. Payments will not be due in the event of a
     breach of the Amended Agreement, including the Employment Agreement, or in
     the event that Davis disparages the JNC business with JNC's business
     partners and investors, with the public or within the industry, other than
     in statements that are required by law. Upon Davis' request, JNC will use
     its best efforts to obtain term life insurance covering Davis with death
     benefits in the amount of $1.5 million, which insurance shall remain in
     effect until the earlier of December 31, 2001 or the termination of the
     Amended Agreement, subject to the insurability of Davis under applicable
     life insurance underwriting standards.

6.   Benefits - During the term of the Amended Agreement, Davis will continue to
     be an employee and to participate in all benefit plans generally available
     to other senior management of JNC, including group insurance, profit
     sharing and retirement plans and the Nuveen scholarship program. For
     purposes of the JNC defined benefit plan, Davis will be entitled to the
     additional years of service credit for serving through the term of the
     Amended Agreement in accordance with the step up for service credits set
     forth in the Employment Agreement.

7.   Support Services - JNC will provide Davis office space and secretarial
     services in Dayton for as long as Nuveen maintains an office in Dayton.
     Thereafter, JNC will pay Davis $2,750 per month for support services
     relating to his services hereunder (e.g., office space, storage, telephone,
     secretarial). Davis will be reimbursed for all other approved expenses
     (e.g., travel and entertainment) relating to his services under the Amended
     Agreement in accordance with Nuveen policies. Davis' administrative
     assistant will be entitled to all benefits awarded other similarly situated
     Nuveen employees in Dayton in the event her services are no longer needed
     by Nuveen.

8.   Non-Compete - The non-compete provisions in the Employment Agreement and
     the Non-Competition Agreement are amended so that all non-compete periods
     will end on December 31, 2001. Notwithstanding the foregoing, the Amended
     Agreement does not change in any way the scope of the non-compete
     arrangements set forth in the Employment Agreement and the Non-Competition
     Agreement, provided that the non-compete in the Non-Competition Agreement
     shall not be read to be more




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     restrictive than in the Amended Agreement. However, the parties agree to
     the following procedures regarding the application of the non-compete
     provisions and requests by Davis to provide services to other entities that
     are subject to the non-compete provisions:

(i)  1998 - 1999 Calendar Years - During this period, JNC will consider requests
     that Davis may make to provide services that would otherwise violate the
     non-compete provisions, it being understood that such requests will be
     considered at JNC's sole discretion and there can be no assurance that any
     such request will be granted. Any permission by JNC to provide such
     services must be evidenced by a writing signed by JNC that makes reference
     to this provision.

(ii) 2000 - 2001 Calendar Years - During this period, Davis may request
     permission to provide services that would otherwise violate the non-compete
     provisions, and JNC will consider such requests in good faith and will not
     unreasonably withhold such permission provided: (1) Davis' primary
     responsibility will not involve, and Davis will not provide more than
     incidental services to, any area or line of business that directly competes
     with JNC and (2) JNC is reasonably satisfied that there are procedures in
     place to monitor such limitations and any changes in Davis'
     responsibilities or the scope of the third parties' business activities.
     Notwithstanding the foregoing, Davis may not provide services in any
     capacity (A) involving the distribution of securities or other investment
     products at or on behalf of any regional or national broker-dealer firm,
     (B) for or on behalf of a mutual fund sponsor or manager or (C) for or on
     behalf of any other person if such services would involve (A) or (B) above.
     Any permission by JNC to provide such services must be evidenced by a
     writing signed by JNC that makes reference to this provision. In the event
     of such employment, JNC will be entitled to reduce the bonus payable to
     Davis hereunder by one-half of the compensation received or payable to
     Davis in respect of such arrangement in any calendar year. During this
     period, Davis will also be permitted to elect to be released from all
     non-compete obligations to JNC so that Davis may accept any employment
     position or otherwise provide services without regard to the non-compete
     provisions, provided that Davis agrees to (1) relinquish both his base
     compensation and bonus payments under the remaining term of the Amended
     Agreement and his payments under the remaining term of the Non-Competition
     Agreement and (2) resign his employment at JNC with the attendant loss of
     employee benefits. Any such exercise of this right by Davis must be
     evidenced by a writing signed by Davis, that makes reference to this
     provision. Notwithstanding anything to the contrary, Davis will not be
     entitled to exercise his right to make the above election prior to January
     1, 2000.

(iii)In the event Davis is performing services to or for another entity in
     accordance with the terms of the Amended Agreement and such other entity
     increases the scope of its business activity so as to cause Davis'
     arrangement to be prohibited by the non-compete, Davis shall have the right
     to cure such breach by promptly




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     terminating his arrangement with the third party upon learning of such
     increased business activities.

9.   Form of Contract - The Amended Agreement constitutes an amendment to the
     Employment Agreement and the Non-Competition Agreement. Except for the
     changes specifically described herein, all of existing provisions of
     Employment Agreement and the Non-Competition Agreement (e.g., change of
     control, termination for cause, retirement or resignation, death and
     disability, confidential information, non-disclosure) will not change.

10.  Other Flagship Acquisition Arrangements: Contingent Consulting Agreement -
     The Amended Agreement will effect no change in any of the other agreements
     entered into in connection with the Merger Agreement by and among the
     selling shareholders of Flagship and JNC, including the contingent merger
     consideration provisions, subject to the following. The parties hereby
     enter into a Contingent Consulting Agreement which will be triggered in the
     event that the contingent merger consideration payable to Davis and his
     related trusts (or their successors) does not aggregate to the threshold
     amount of $4.75 million (the "threshold").

     If the contingent amounts paid to Davis and his related trusts is less than
     the threshold (a "shortfall"), the Contingent Consulting Agreement is
     effective commencing January 1, 2002 for a period of five years (subject to
     early termination as described below), under which Davis will continue to
     be available to JNC for consulting (but would no longer have an employment
     relationship) and will receive the amount of the shortfall over the term of
     the Contingent Consulting Agreement. In this period, Davis will provide the
     services, reporting arrangement and title set forth in Section 1 hereof.
     The time commitment of Davis will be as set forth in Section 4 hereof,
     except that services in excess of 100 hours in any calendar year will be
     subject to the mutual agreement of the parties. The amount of the shortfall
     will be paid in annual installments of $500,000 (or, if less, the total
     remaining amount of the shortfall), beginning February 15, 2002. If the
     total amount of the shortfall has not been paid, through such installments
     prior to the scheduled termination of the Contingent Consulting Agreement,
     the total remaining amount of the shortfall will be paid in a lump sum at
     such time. The Contingent Consulting Agreement will (1) automatically
     terminate early upon payment of the entire shortfall unless extended by the
     parties upon mutual agreement, (2) not prohibit Davis from providing
     professional services to other organizations so long as Davis discloses to
     Nuveen before providing such services the identity of the other
     organization(s) (in the event such services would have otherwise have been
     prohibited under the non-compete contained in the Amended Agreement) and,
     unless prohibited by the terms of Davis' arrangement with the other
     organization(s), the nature of the services to be provided. All payments
     due under the Contingent Consulting Agreement will be paid to Davis or his
     estate in the event of his disability or death. Except as set forth in
     Section 10 hereof, no provision of the

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     Amended Agreement or the Non-Competition Agreement shall apply during the
     term hereof.

     If there is no shortfall, the Contingent Consulting Agreement will not
     become effective and Davis' employment and other relationships with Nuveen
     will terminate on December 31, 2001, unless the parties mutually agreed to
     a new consulting or other arrangement at that time.

11.  Most Favored Arrangements - If Bruce Bedford's status as a full-time
     employee of Nuveen changes, and if Bedford enters into an agreement with
     Nuveen in connection therewith that provides (1) consulting/employment
     terms (other than compensation), non-compete terms or earnout threshold
     terms that are more favorable to Bedford, the Trusts established for the
     Bedford family, or Paddington Resources than the comparable terms of the
     Amended Agreement or (2) compensation payable to Bedford during the
     remaining term of the Amended Agreement that is in the aggregate greater
     than that received by Davis in the aggregate hereunder during the entire
     term of the Amended Agreement, this Amended Agreement will automatically be
     amended to provide for such more favorable terms and/or additional
     compensation. The parties acknowledge that the foregoing provision has no
     application to compensation paid to Bedford in respect of periods during
     which he is a full-time JNC employee.

     IN WITNESS WHEREOF, each party has executed and delivered this Amendment
     No. 1 to the Employment Agreement and the Non-Competition Agreement and
     Contingent Consulting Agreement as of the date written below:

     RICHARD P. DAVIS

                                                        Date:
     ---------------------------                             -------------------

     THE JOHN NUVEEN COMPANY

     By:                                                Date:
     ---------------------------                             -------------------
         John P. Amboian
         Executive Vice President




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                                    EXHIBIT A

After successfully integrating and building the post-merger Nuveen and Flagship
Broker/Dealer sales organization, RICHARD DAVIS will assume the new role of
Senior Consultant to the firm.

Dick was a driving force in completing the successful merger of the Nuveen and
Flagship Broker/Dealer sales organization and has spent the past 18 months
laying the foundation and fundamentals that have led to our sales success. In
addition, Dick has been instrumental in increasing the awareness of Nuveen's
distribution capabilities and product knowledge with our wirehouse and regional
firm partners.

Dick began his career at Mead Corporation in 1972 after completing his
undergraduate degree at the University of Dayton. He holds graduate degrees in
Finance and Economics from Wright State University. In 1976 he was named
President of Mead Money Management, successfully converting the in-house
investment department to an SEC registered investment company. Dick co-founded
Flagship in 1984 and was responsible for growing the firm's municipal mutual
fund and private account management business from $200 million to over $4.5
billion in assets.

In his new role, Dick will advise and consult Nuveen with respect to sales,
marketing and developmental initiatives under the direction of the Executive
Committee. Dick will continue to be based in Dayton, Ohio.



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