Exhibit 10.3**RESTRICTED STOCK UNIT AGREEMENT**     This Restricted Stock Unit Agreement (the “Agreement”) is hereby entered into effectiveas of                             , 20         (the “Award Date”), by and between Nuveen Investments, Inc., a Delawarecorporation (the “Company”), and [ *Name*], a member of the Company’s Board of Directors (the“Director”). Any term capitalized but not defined in this Agreement will have the meaning setforth in the Nuveen Investments, Inc. 2005 Equity Incentive Plan (the “Plan”).     1. Purpose. The purpose of this Agreement is to provide compensation to theindependent directors of the Company, including the Director, for service in the form of a stockequivalent ownership interest in the Company. The award contemplated by this Agreement representsa portion of the Director’s total compensation for serving on the Company’s Board, and the form isintended to serve as a longer-term incentive to the Director and to further align the Director’sinterests with those of the Company’s stockholders.     2. Administration. The Board will administer this Agreement, provided that Directorand other independent Board members party to these arrangements shall not participate in theadministration of this Agreement. The Board shall have authority to interpret the Agreement, toadopt and revise rules and regulations relating to the Agreement and to make any otherdeterminations that it believes necessary or advisable for the administration of the Agreement.Determinations by the Board shall be final and binding on all parties with respect to all mattersrelating to the Agreement.     3. Award. In accordance with the terms of the Plan and subject to the terms andconditions of this Agreement, the Company hereby awards the Director [                    ] (0,000)Restricted Stock Units, effective as of the Award Date in respect of the Director’s service for the12-month period ending on the Award Date. The number of Restricted Stock Units granted is equal tothe whole number of the Company’s Class A Common Shares, par value $.01 per share (the “Class AShares”) with a value nearest to $70,000, based on the average closing price of the Class A Sharesfor the twenty trading days ending on the trading day prior to the Award Date.     4. Restricted Stock Units. The Company will credit the Restricted Stock Unitscontemplated by this Agreement to a Restricted Stock Unit Account (the “Account”) established andmaintained for the Director. The Account shall be the record of Restricted Stock Units awarded tothe Director under the Agreement, is solely for accounting purposes and shall not require asegregation of any Company assets.     5. Vesting of Restricted Stock Units. All Restricted Stock Units granted to theDirector will be fully vested at all times.     6. Dividends on Restricted Stock Units. If the Company pays a dividend on shares ofCommon Stock, the Company will     (a) To the extent the Company pays the dividend in cash, credit the Account withadditional Restricted Stock Units in an amount equal to number of Class A Shares (includingfractions thereof) with a value equal to the value of the dividend that would
 

 
have been paid to the Director if each Restricted Stock Unit was a Class A Share, based on the closingprice of the Class A Shares on the payment date for the cash dividend.     (b) To the extent the Company pays the dividend in the form of additional Class AShares, credit the Account with additional Restricted Stock Units in an amount equal to thenumber of Class A Shares (including fractions thereof) that would have been paid to theDirector if each Restricted Stock Unit was a Class A Share.     7. Distribution of Class A Shares.     (a) The Company will distribute to the Director a whole number Class A Shares equal tothe whole number of the Director’s Restricted Stock Units on the date that is six monthsafter the day the Director’s service on the Board terminates for any reason (or, if such dayis not a trading day, on the next succeeding trading day) (the “Distribution Date”). On theDistribution Date, the Company also will also pay to the Director in cash an amount in lieuof any fractional Restricted Stock Unit in the Account, based on the closing price of theClass A Shares on the trading day prior to the Distribution Date.     (b) In the event of the Director’s death, distribution of the Class A Shares due underthis Agreement shall be made to the appointed and qualified executor or other personalrepresentative of the Director to be distributed in accordance with the Director’s will orapplicable intestacy law; or in the event that there shall be no such representative dulyappointed and qualified within six months after the date of the Director’s death, then tosuch persons as, at the date of his death, would be entitled to share in the distribution ofthe Director’s personal estate under the provisions of the applicable statute then in forcegoverning the descent of intestate property, in the proportion specified in such statute.     (c) In the event of a Change in Control, all Class A Shares not previously distributedshall be immediately distributed to the Director, consistent with Section 4.1 of the Plan.     8. Changes in Capital or Corporate Structure and Change in Control. In the event ofany change in the outstanding shares of common stock of the Company by reason of arecapitalization, reclassification, reorganization, stock split, reverse stock split, combinationof shares, stock dividend or similar transaction, the Board shall proportionately adjust, in anequitable manner, the number of Restricted Stock Units held by the Director under this Agreement,in accordance with the Plan.     9. Nontransferability. Restricted Stock Units awarded under this Agreement, and anyrights and privileges pertaining thereto, may not be transferred, assigned, pledged or hypothecatedin any manner, by operation of law or otherwise, other than by will or by the laws of descent anddistribution, and shall not be subject to execution, attachment or similar process.     10. Voting and Dividend Rights. Except as specifically provided herein, the Directorshall not be entitled to any voting rights, to receive any dividends, or to have his or her Account
- 2 -

 
credited or increased as a result of any dividends or other distribution with respect to the ClassA Shares.     11. Binding Effect. This Agreement shall inure to the benefit of and be binding uponthe parties hereto and their respective heirs, executors, administrators, successors and permittedassigns.     12. Withholding. The Company may withhold from any Class A Shares that it is requiredto deliver under this Agreement the number of Class A Shares sufficient to satisfy applicablewithholding requirements under any federal, state or local law, if any.     13. No Limitation on the Company’s Rights. The granting of Restricted Stock Unitsshall not in any way affect the Company’s right or power to make adjustments, reclassifications orchanges in its capital or business structure or to merge, consolidate, reincorporate, dissolve,liquidate or sell or transfer all or any part of its business or assets.     14. Plan and Agreement Not a Contract of Employment or Service. Neither the Plan northis Agreement is a contract of employment or service, and no terms of the Director’s employment orservice will be affected in any way by the Plan, this Agreement or related instruments, except tothe extent specifically expressed therein. Neither the Plan nor this Agreement will be construedas conferring any legal rights of the Director to continue in service with the Company.     15. Entire Agreement and Amendment. This Agreement is the entire Agreement betweenthe parties to it, and all prior oral and written representations are merged in this Agreement.This Agreement may be amended, modified or terminated only by written agreement between theDirector and the Company. The headings in this Agreement are inserted for convenience andidentification only and are not intended to describe, interpret, define or limit the scope, extent,or intent of this Agreement or any provision hereof. Each party has cooperated in the preparationof this Agreement. As a result, this Agreement shall not be construed against any party on thebasis that the party was the draftsperson.     16. Notices. Notices given pursuant to this Agreement shall be in writing and shallbe deemed received when personally delivered, or on the date of written confirmation of receipt by(i) overnight carrier, (ii) facsimile, (iii) registered or certified mail, return receiptrequested, addressee only, postage prepaid, or (iv) such other method of delivery that provides awritten confirmation of delivery. Notice to the Company shall be directed to:Nuveen Investments, Inc.