Renewal of Distribution Agreement --------------------------------- This Agreement made this 31st day of July, 2000 by and between Nuveen Flagship Multistate Trust III, a Massachusetts business trust (the "Fund"), and Nuveen Investments, a Delaware...

                       Renewal of Distribution Agreement
                       ---------------------------------


This Agreement made this 31st day of July, 2000 by and between Nuveen Flagship
Multistate Trust III, a Massachusetts business trust (the "Fund"), and Nuveen
Investments, a Delaware corporation (the "Underwriter");

WHEREAS, the parties hereto are the contracting parties under that certain
Distribution Agreement (the "Agreement") pursuant to which the Underwriter acts
as agent for the distribution of shares of the Fund; and

WHEREAS, the Agreement terminates August 1, 2000 unless continued in the manner
required by the Investment Company Act of 1940;

WHEREAS, the Board of Trustees of the Fund, at a meeting called for the purpose
of reviewing the Agreement has approved the Agreement and its continuance until
August 1, 2001 in the manner required by the Investment Company Act of 1940;

NOW THEREFORE, in consideration of the mutual covenants contained in the
Agreement the parties hereto do hereby continue the Agreement in effect until
August 1, 2001 and ratify and confirm the Agreement in all respects.


                                 NUVEEN FLAGSHIP MULTISTATE TRUST III



                                 By:    /s/ Xxxxxxx X Xxxxxxxxx
                                    ---------------------------
                                    Vice President

ATTEST:


    /s/ Xxxxxxxx X. X'Xxxx
--------------------------
Assistant Secretary

                                 NUVEEN INVESTMENTS



                                 By:    /s/ Xxxxx Xxxxxx
                                    --------------------
                                    Vice President

ATTEST:


    /s/ Xxxxxxxx Xxxxxxx
------------------------
Assistant Secretary