Nuveen Investments
                              333 West Wacker Drive
                                Chicago, IL 60606

June 20, 2003

Stephen P. Mc Auley
Managing Director
Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013

Dear Mr. McAuley:

          Reference is made to Nuveen Preferred and Convertible Income Fund 2
(the "Fund"). The Fund currently is making an initial public offering of its
common shares of beneficial interest (the "Shares") through several
underwriters. Such offering is referred to herein as the "Offering." You are
acting as lead manager and representative (the "Representative") of the
underwriters of the Offering, and we are participating as a manager and
underwriter of the Offering.

          We are requesting that we be able to offer certain broker-dealers the
opportunity to participate as selling dealers in the Offering. This letter is to
confirm our agreement with you as to the terms and conditions on which we may
transact business (collectively, the "Nuveen Selected Dealers" and,
individually, a "Nuveen Selected Dealer"):

     a. Each Nuveen Selected Dealer to whom we offer to sell, or sell, Shares
shall have entered into a master selected dealer agreement ("Selected Dealer
Agreement") with Nuveen, the form of which is attached hereto as Exhibit A;

     b. Before offering to sell, or selling, Shares to a Nuveen Selected Dealer,
Nuveen will carry out such independent investigations as it deems necessary to
determine that such dealer satisfies the criteria set forth in Section 6 of the
Selected Dealer Agreement;

     c. We will act under and enforce each Selected Dealer Agreement only with
your consent (which shall not be unreasonably withheld) or upon your
instruction;

     d. We shall not allow any Nuveen Selected Dealer purchasing Shares in an
Offering a selling concession that is in an amount in excess of the maximum
selling concession set by you for selected dealers for the Offering; and

     e. We agree upon instruction from you, subject to the other terms of the
Offering, to pay for and purchase all Shares that we reserve in the Offering,
whether such Shares are reserved by us for our own account or for the account of
one or more Nuveen Selected Dealers, and we agree to make all purchases of
Shares in accordance with Master Agreement among Underwriters dated July 1, 1999
between the Representatives and Nuveen and the underwriting agreement for the
Offering of such Shares.



          If the foregoing correctly sets forth our understanding regarding the
matters described herein, please so indicate by signing a copy of this letter
where indicated below and returning the signed copy of this letter to us. For
your convenience, a duplicate copy of this letter has been included.


                                        NUVEEN INVESTMENTS

                                        By __________________________
                                           Name:   Jessica Droeger
                                           Title:  Vice President



Acknowledged and agreed to as of this 20th day of June 2003 on behalf of
themselves and, in respect of the Offering, the other underwriters of the
Offering.

By: CITIGROUP GLOBAL MARKETS INC.

CITIGROUP GLOBAL MARKETS INC.,
as Representative of the Underwriters

By  _____________________________
    Name:   Stephen P. Mc Auley
    Title:  Managing Director