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                                                                     EXHIBIT 4.6

                            NAVIGANT CONSULTING, INC.
                          EMPLOYEE STOCK PURCHASE PLAN


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                             THE METZLER GROUP, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

1.   PURPOSE

The purpose of The Metzler Group, Inc. Employee Stock Purchase Plan is to
provide eligible Employees of The Metzler Group, Inc. and its Affiliates with an
opportunity to acquire a proprietary interest in the Company through the
purchase of Common Stock of the Company on a payroll deduction basis. It is
believed that participation in the ownership of the Company will be to the
mutual benefit of the eligible Employees and the Company. It is intended that
this Plan shall constitute an "employee stock purchase plan" within the meaning
of Section 423 of the Internal Revenue Code of 1986, as amended. The provisions
of the Plan shall, accordingly, be construed so as to extend and limit
participation in a manner consistent with the requirements of Code Section 423.

2.   DEFINITIONS

Unless otherwise specified or unless the context otherwise requires, the
following terms, as used in this Plan, have the following meanings. Wherever
appropriate, words used in the singular shall be deemed to include the plural
and vice versa, and the masculine gender shall be deemed to include the feminine
gender.

     (a)  Account means the funds accumulated with respect to an Employee as a
          result of deductions from his paycheck for the purpose of purchasing
          Common Stock under the Plan. The funds allocated to an Employee's
          Account shall remain the property of the Employee at all times prior
          to the purchase of the Common Stock, but may be commingled with the
          assets of the Company and used for general corporate purposes. No
          interest shall be paid or accrued on any funds accumulated in the
          Accounts of Employees.

     (b)  Affiliate means a corporation, as defined in Section 424(f) of the
          Code, that is a parent or subsidiary of the Company, direct or
          indirect.

     (c)  Board means the Board of Directors of the Company.

     (d)  Code means the Internal Revenue Code of 1986, as amended.

     (e)  Committee means the committee to which the Board delegates the power
          to act under or pursuant to the provisions of the Plan, or the Board
          if no committee is selected.

     (f)  Common Stock means the shares of common stock of the Company, $.01 par
          value.

     (g)  Company means The Metzler Group, Inc., a Delaware corporation, and any
          corporate successor to all or substantially all of the assets or
          voting stock of the Company.

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     (h)  Compensation means the compensation paid to an Employee by the Company
          during a payroll period for federal income tax purposes, as reported
          on an Employee's Form W-2 (or comparable reporting form) for income
          tax withholding purposes.

     (i)  Effective Date means the date the Plan is adopted by, and made
          effective by, the Board, subject to the limitations of Section 16.

     (j)  Employee means any person except Officers who is employed by the
          Company or an Affiliate on a regular full-time basis. A person shall
          be considered employed on a regular full-time basis if he is
          customarily employed for more than twenty (20) hours per week.

     (k)  Offering Date means the date on which the Committee grants Employees
          the option to purchase shares of Common Stock.

     (l)  Offering Period means the period between the Offering Date and the
          Purchase Date.

     (m)  Purchase Date means the date on which the Committee purchases the
          shares of Common Stock, which date shall be the last day of an
          Offering Period.

     (n)  Participant means an Employee who elects to participate in the Plan.

     (o)  Plan means The Metzler Group, Inc. Employee Stock Purchase Plan.

3.   ELIGIBILITY

All Employees except Officers of the Company and, if designated by the Board,
any Affiliate, who are employed by the Company and/or such designated Affiliate
on the Effective Date, shall be eligible to participate in the Plan on the
Effective Date. Subject to the enrollment limitations of Section 6, each other
Employee of the Company and/or a designated Affiliate shall be eligible to
participate on the first to occur of (i) the Offering Date coincident with or
next following the Employee's first day of employment, or (ii) the first day of
any calendar month coincident with or next following the Employee's first day of
employment.

4.   ADMINISTRATION

The Plan shall be administered by the Committee, which shall consist of not less
than two (2) members of the Board. Subject to the provisions of the Plan, the
Committee shall be vested with full authority to make, administer, and interpret
such rules and regulations as it deems necessary to administer the Plan, and any
determination, decision, or action of the Committee in connection with the
construction, interpretation, administration, and application of the Plan shall
be final, conclusive, and binding upon all Participants and any and all persons
claiming under or through any Participant. Notwithstanding anything to the
contrary in the Plan, the Committee shall have the discretion to modify the
terms of the Plan with respect to Participants who reside outside of the United
States or who are employed by a subsidiary of the Company that has been formed
under the laws of any foreign country, if such modification is necessary in
order to conform such terms to the requirements of local laws.

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5.   STOCK

     (a) The Common Stock to be sold to Participants under the Plan may, at the
     election of the Company, be either treasury shares, shares acquired on the
     open market, and/or shares originally issued for such purpose. The
     aggregate number of shares of Common Stock that shall be made available for
     purchase under the Plan shall not exceed three hundred thousand (300,000)
     shares, subject to adjustment upon changes in capitalization of the Company
     as provided in subparagraph (b) below. If the total number of shares that
     otherwise would have been acquired under the Plan on any Purchase Date
     exceeds the number of shares of Common Stock then available under the Plan,
     the Company shall make a pro rata allocation of the shares remaining
     available in as nearly a uniform manner as shall be practicable and as it
     shall determine to be equitable. In such event, the payroll deductions to
     be made pursuant to the Participants' authorizations shall be reduced
     accordingly, or refunded to the Participants, as the case may be, and the
     Company shall give written notice of such reduction or refund to each
     affected Participant.

     (b) Appropriate adjustments in the aggregate number of shares of Common
     Stock that shall be made available for purchase under the Plan shall be
     made to give effect to any mergers, consolidations, acquisitions,
     reorganizations, stock splits, stock dividends, or other relevant changes
     in the capitalization of the Company occurring after the Effective Date.
     The establishment of the Plan shall not affect in any way the right or
     power of the Company to make adjustments, reclassifications,
     reorganizations, or changes in its capital or business structure or to
     merge, consolidate, dissolve, liquidate, sell, or otherwise transfer all or
     any part of its business or assets. Adjustments under this Section 5 shall
     be made in the sole discretion of the Committee, and its decision shall be
     binding and conclusive.

     (c) A Participant shall not have any interest in shares covered by his
     authorized payroll deduction until shares of Common Stock are acquired for
     his Account.

6.   PARTICIPATION

     (a) Each Employee may become a Participant in the Plan by authorizing a
     payroll deduction on a form provided by the Committee. Such authorization
     shall become effective on the first day of the month (or the next Offering
     Date, if earlier) following the delivery of the authorization form to the
     Committee; provided (i) that the Employee is eligible under Section 3 to
     participate in the Plan on such day and (ii) that if the authorization form
     is delivered to the Committee less than fifteen (15) days prior to the end
     of any month (or prior to an Offering Date, if applicable), it shall become
     effective on the first day of the month that is fifteen (15) or more days
     following delivery of the authorization form to the Committee.

     (b) At the time an Employee files his authorization for a payroll
     deduction, he shall elect to have deductions made from each paycheck that
     he receives, such deductions to continue until the Participant withdraws
     from the Plan or otherwise becomes ineligible to participate in the Plan.
     Authorized payroll deductions shall be for a minimum of one

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<PAGE>

     percent (1%) and a maximum of fifteen percent (15%) of the Participant's
     Compensation. The deduction rate so authorized shall continue in effect
     through the Offering Period and each succeeding Offering Period, except to
     the extent such rate is changed in accordance with the following
     guidelines:

          (i)  The Participant may, at any time during any Offering Period,
               reduce his rate of payroll deduction by filing an authorization
               form with the Company; and

          (ii) The Participant may, at any time during any Offering Period,
               increase the rate of his payroll deduction by filing an
               authorization form with the Committee. The Participant may not,
               however, effect more than one (1) such increase per Offering
               Period.

New deduction rates shall become effective as soon as practicable after the
authorization form is filed with the Committee.

     (c) All Compensation deductions made for a Participant shall be credited to
     his Account. Except as may otherwise be provided by the Committee under
     Section 4, a Participant may not make any separate cash payment into his
     Account.

7.   PURCHASE OF SHARES

     (a) On the date when a Participant's authorization form for a deduction
     becomes effective, and on each Offering Date thereafter, he shall be deemed
     to have been granted an option to purchase as many full shares of Common
     Stock as he will be able to purchase with the Compensation deductions
     credited to his Account during the payroll periods within the applicable
     Offering Period for which the Compensation deductions are made. In addition
     to the foregoing, any cash dividends paid on shares of Common Stock held in
     his Account shall be added to the Account, and used to purchase Common
     Stock as otherwise provided herein.

     (b) The purchase price for the shares of Common Stock to be purchased with
     payroll deductions from the Participant shall be equal to eighty-five
     percent (85%) of the lesser of (i) the "fair market value" of a share of
     Common Stock on the Offering Date (or, if later, on the date the
     Participant's authorization form becomes effective, as set forth in Section
     6), or (ii) the "fair market value" of a share on the Purchase Date.
     However, if a Participant enters the Plan on other than the Offering Date,
     the clause (i) amount shall in no event be less than the fair market value
     per share of Common Stock on the Offering Date. Fair market value shall be
     defined as the closing sales price of the Common Stock on the largest
     national securities exchange on which such Common Stock is listed at the
     time the Common Stock is to be valued. If the Common Stock is not then
     listed on any such exchange, the fair market value shall be the closing
     sales price if such is reported or otherwise the mean between the closing
     "Bid" and the closing "Ask" prices, if any, as reported in the National
     Association of Securities Dealers Automated Quotation System ("NASDAQ") for
     the date of valuation, or if none, on the most recent trade date thirty
     (30) days or less prior to the date of valuation for which such quotations
     are reported. If the Common Stock is not then listed on any such exchange
     or quoted in NASDAQ, the

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     fair market value shall be the mean between the average of the "Bid" and
     the average of the "Ask" prices, if any, as reported in the National Daily
     Quotation Service for the date of valuation, or, if none, for the most
     recent trade date thirty (30) days or less prior to the date of valuation
     for which such quotations are reported. If the fair market value cannot be
     determined under the preceding three sentences, it shall be determined in
     good faith by the Committee.

8.   TIME OF PURCHASE

From time to time, the Committee shall grant to each Participant an option to
purchase shares of Common Stock in an amount equal to the number of shares of
Common Stock that the accumulated payroll deductions to be credited to his
Account during the Offering Period may purchase at the applicable purchase
price. Each Offering Period shall be for a specified period of time to be fixed
by the Committee and shall be for no less than one month and no more than
twenty-seven (27) months' duration. Each Participant who elects to purchase
shares of Common Stock hereunder shall be deemed to have exercised his option
automatically on such date of purchase. Administrative and commission costs on
purchases shall be paid by the Company. The Committee shall cause to be
delivered periodically to each Participant a statement showing the aggregate
number of shares of Common Stock in his Account, the number of shares of Common
Stock purchased for him in the preceding Offering Period, his aggregate
Compensation deductions for the preceding Offering Period, the price per share
paid for the shares of Common Stock purchased for him during the preceding
Offering Period, and the amount of cash, if any, remaining in his Account at the
end of the preceding Offering Period.

A Participant may request delivery to him of the cash in his Account or of the
shares of Common Stock held in his Account at any time (subject to any
limitations imposed by Section 16(b) of the Securities Exchange Act of 1934),
and the delivery thereof shall be made at such regular time as the Company or
its transfer agent shall determine. If such delivery is required at a time other
than the normal transfer date set by the Company or its transfer agent, the
Participant requesting such transfer shall pay the costs thereof. All of the
cash deposits in his Account shall be paid to him promptly after receipt of
notice of withdrawal, without interest. Shares of Common Stock to be delivered
to a Participant under the Plan shall be registered in the name of the
Participant or, if the Participant so directs in writing to the Committee, in
the name of the Participant and such person(s) as may be designated by the
Participant, to the extent permitted by applicable law, and delivered to the
Participant as soon as practicable after the request for a withdrawal. If a
Participant wishes to sell the shares of Common Stock in his Account, he may
notify the Committee to sell the same, in lieu of a distribution, of such
shares, in which event all commission costs incurred in connection with the sale
of the shares of Common Stock shall be borne by the Participant. The Company
shall pay administrative costs associated therewith other than costs arising
from a sale occurring at a time different from the prearranged dates set by the
Company or its transfer agent for making such sales.

9.   CESSATION OF PARTICIPATION

A Participant may cease participation in the Plan at any time by notifying the
Committee in writing of his intent to cease his participation. If such notice is
received by the Committee the Company shall distribute to the Participant all of
his accumulated payroll deductions, without

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interest. If any Participant ceases participation in the Plan, no further
Compensation deductions shall be made on his behalf after the effective date of
his cessation, except in accordance with a new authorization form filed with the
Committee as provided in Section 6.

10.  INELIGIBILITY

An Employee must be employed by the Company or an Affiliate on the Purchase Date
in order to participate in the purchase for that Offering Period. If an option
expires without first having been exercised, all funds credited to the
Participant's Account shall be refunded without interest. If a Participant
becomes ineligible to participate in the Plan at any time, all Compensation
deductions made on behalf of the Participant that have not been used to purchase
shares of Common Stock shall be paid to the Participant within sixty (60) days
after the Committee determines that the Participant is not eligible to
participate in the Plan.

11.  DESIGNATION OF BENEFICIARY

A Participant may file a written designation of a beneficiary who shall receive
any shares of Common Stock (or remaining Compensation deductions) credited to
the Participant's Account under the Plan in the event of such Participant's
death prior to delivery to him of the certificates for such shares (or remaining
Compensation deductions). The designation of a beneficiary may be changed by the
Participant at any time by written notice given in accordance with rules and
procedures established by the Committee. Upon the death of a Participant, and
upon receipt by the Company of proof of the identity and existence, at the
Participant's death, of a beneficiary validly designated by him under the Plan,
the Company shall deliver such shares of Common Stock (or remaining Compensation
deductions) to such beneficiary. In the event of the death of the Participant,
and in the absence of a beneficiary validly designated under the Plan who is
living at the time of such Participant's death, the Company shall deliver such
shares (or remaining Compensation deductions) to the executor or administrator
of the estate of the Participant, or if no such executor or administrator has
been appointed, the Company, in its sole discretion, may deliver such shares (or
remaining Compensation deductions) to the Participant's spouse or to any one or
more dependents or relatives of the Participant, or to such other person or
persons as the Company may designate on behalf of the estate of such deceased
Participant.

12.  TRANSFERABILITY

Neither Compensation deductions credited to a Participant's Account nor any
rights with regard to Plan participation or the right to purchase shares of
Common Stock under the Plan may be assigned, transferred, pledged, or otherwise
disposed of in any way by a Participant other than by will or the laws of
descent and distribution; provided, however, that shares of Common Stock
purchased on behalf of a Participant and left in his Account shall be subject to
his absolute control. Any attempted assignment, transfer, pledge, or other
disposition shall be void and without effect.

13.  AMENDMENT OR TERMINATION

The Board may, without further action on the part of the stockholders of the
Company, at any time amend the Plan in any respect, or terminate the Plan,
except that the Board may not, without consent of the stockholders:

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     (a) Permit the sale of more shares of Common Stock than are authorized
     under Section 5;

     (b) Permit Compensation deductions at a rate in excess of the rate set
     forth herein;

     (c) Change the class of Affiliates to whose Employees are eligible to
     participate in the Plan; or

     (d) Effect a change inconsistent with Section 423 of the Code or the
     regulations issued thereunder.

14.  NOTICES

All notices or other communications by a Participant under or in connection with
the Plan shall be deemed to have been duly given when received in writing by the
Chief Financial Officer of the Company or when received in the form specified by
the Committee at the location and by the person designated by the Committee for
the receipt thereof.

15.  LIMITATIONS

Notwithstanding any other provisions of the Plan:

     (a)  The Company intends that this Plan shall constitute an employee
          stock purchase plan within the meaning of Section 423 of the
          Code. Any provisions required to be included in the Plan under
          said Section, and under regulations issued thereunder, are hereby
          included as though set forth in the Plan at length.

     (b)  No Employee shall be entitled to participate in the Plan if,
          immediately after the grant of an option hereunder, the Employee
          would own stock possessing five percent (5%) or more of the total
          combined voting power or value of all classes of stock of the
          Company or an Affiliate. For purposes of this Section 15, stock
          ownership shall be determined under the rules of Section 424(d)
          of the Code and stock that the Employee may purchase under
          outstanding options shall be treated as stock owned by the
          Employee.

     (c)  No Employee shall be permitted to purchase Common Stock hereunder
          if his right and option to purchase Common Stock under this Plan
          and under all other employee stock purchase plans (as defined in
          Section 423 of the Code) of the Company or any Affiliates would
          result in an entitlement to purchase Common Stock in any one (1)
          calendar year in excess of a fair market value of $25,000
          (determined at the time of grant).

     (d)  All Employees shall have the same rights and privileges under the
          Plan, except that the amount of Common Stock that may be
          purchased pursuant to the Plan shall bear a uniform relationship
          to an Employee's Compensation. All rules and determinations of
          the Committee shall be uniformly and consistently applied to all
          persons in similar circumstances.


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<PAGE>

     (e) Nothing in the Plan shall confer upon any Employee the right to
     continue in the employment of the Company or any Affiliate or affect the
     right that the Company or any Affiliate may have to terminate the
     employment of such Employee.

     (f) No Participant shall have any right as a stockholder unless and until
     certificates for shares of Common Stock are issued to him or allocated to
     his Account.

     (g) If under any provision of the Plan that requires a computation of the
     number of shares of Common Stock to be purchased, the number so computed is
     not a whole number of shares of Common Stock, such number of shares of
     Common Stock shall be rounded down to the next whole number.

     (h) The Plan is intended to provide shares of Common Stock for investment
     and not for resale. The Company does not, however, intend to restrict or
     influence any Participant in the conduct of his own affairs. A Participant,
     therefore, may sell shares of Common Stock purchased under the Plan at any
     time he chooses, subject to compliance with any applicable federal or state
     securities laws or any applicable Company restriction periods; provided,
     however, that because of certain federal tax requirements, each Participant
     shall agree, by entering the Plan:

         (i)  promptly to give the Company notice of any shares of Common Stock
              disposed of within two (2) years after the date of grant of the
              applicable option, or within one (1) year of the Purchase Date,
              and the number of such shares disposed of (a "disqualifying
              disposition");

         (ii) that the Company may withhold, pursuant to Code ss.ss. 3102,
              3301, and 3402, from his wages and other cash compensation paid
              to him in all payroll periods following in the same calendar
              year, any additional taxes the Company may become liable for in
              respect of amounts includable in his income as additional
              compensation as a result of a disqualifying disposition of Common
              Stock acquired under the Plan, or as a result of the acquisition
              of Common Stock under the Plan; and

         (iii) that he shall repay the Company any amount of additional taxes
              the Company may become liable for in respect of amounts
              includable in his income as additional compensation as a result
              of a disqualifying disposition of Common Stock acquired under the
              Plan, or as a result of the acquisition of Common Stock under the
              Plan, that cannot be satisfied by withholding from the wages and
              other cash compensation paid to him by the Company.

     (i)  This Plan is intended to comply in all respects with applicable law
          and regulations, including with respect to Participants who are
          officers or directors for purposes of Section 16 of the Securities
          Exchange Act of 1934, as amended from time to time, Rule 16b-3 of the
          Securities and Exchange Commission. In case any one or more provisions
          of this Plan shall be held invalid, illegal, or unenforceable in any
          respect under applicable law and regulation (including Rule 16b-3),
          the validity, legality, and enforceability of the remaining provisions
          shall not in any way be affected or impaired

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<PAGE>

     thereby and the invalid, illegal, or unenforceable provision shall be
     deemed null and void; however, to the extent permitted by law, any
     provision that could be deemed null and void shall first be construed,
     interpreted, or revised retroactively to permit this Plan to be construed
     in compliance with all applicable law (including Rule 16b-3), so as to
     further the intent of this Plan. Notwithstanding anything herein to the
     contrary, with respect to Participants who are officers and directors for
     purposes of Section 16(b) of the Securities Exchange Act of 1934, as
     amended from time to time, and if required to comply with the rules
     promulgated thereunder, such Participants shall not be permitted to direct
     the sale of any Common Stock purchased hereunder until at six (6) months
     have elapsed from the date of a purchase hereunder, unless the Committee
     determines that the sale of the Common Stock otherwise satisfies the then
     current Rule 16b-3 requirements.

16. EFFECTIVE DATE AND APPROVALS

The Plan shall become effective at a time when:

     (a) the Plan has been adopted by the Board; and

     (b) a registration statement on Form S-8 under the Securities Act of 1933,
     as amended, has become effective with respect to the Plan; and

     (c) the Committee has notified the eligible Employees that they may
     commence participation in the Plan; and

     (d) the Plan is approved by the holders of a majority of the outstanding
     shares of Common Stock of the Company, which approval must occur within the
     period ending twelve (12) months after the date the Plan is adopted by the
     Board. In the event such stockholder approval is not obtained, the Plan
     shall terminate and have no further force or effect, and all amounts
     collected from the Participants during any initial Offering Period(s)
     hereunder shall be refunded.

Unless sooner terminated by the Board, or as set forth above, the Plan shall
terminate upon the earlier of (i) the tenth (10th) anniversary of the adoption
of the Plan by the Board, or (ii) the date on which all shares available for
issuance under the Plan shall have been sold under the Plan.

17.  APPLICABLE LAW

All questions pertaining to the validity, construction, and administration of
the Plan shall be determined in conformity with the laws of Illinois, to the
extent not inconsistent with Section 423 of the Code and the regulations
thereunder.

Adopted the 14th day of March, 1997.

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<PAGE>

                               FIRST AMENDMENT TO
                             THE METZLER GROUP, INC.
                          EMPLOYEE STOCK PURCHASE PLAN


     The Metzler Group, Inc. Employee Stock Purchase Plan (the "Plan") is hereby
amended, effective October 1, 1997 as follows:

     1. Section 8 shall be amended to add the following sentence to the second
paragraph thereof:

     "If, within two (2) years of an Offering Date or within one (1) year of the
     Purchase Date associated with such Offering Date, the Participant requests
     delivery to him of the shares of Common Stock held in his Account and
     purchased during such Offering Period, or otherwise notifies the Committee
     to sell such associated shares of Common Stock held in his Account, the
     Participant shall be required to cease participation in the Plan effective
     as of the date of such request or notification. The Participant may
     recommence participation in the Plan thereafter in accordance with Section
     9 of the Plan."

     2. Section 9 of the Plan shall be amended to add the following sentence:

     "After ceasing participation in the Plan, as required under Section 8
     hereof, a Participant may reenter the Plan no earlier than the Offering
     Date that is coincident with or next follows the six (6) month anniversary
     of the date such cessation became effective."

     IN WITNESS WHEREOF, the Metzler Group, Inc. has caused this Amendment to be
executed by its officer hereto duly authorized this 22nd day of September, 1997.

                                The Metzler Group, Inc., a Delaware corporation

                                By: ___________________________

                                Its: ___________________________

<PAGE>

                               SECOND AMENDMENT TO
                             THE METZLER GROUP, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

     The Metzler Group, Inc. Employee Stock Purchase Plan (the "Plan") is hereby
amended, effective October 1, 1997 as follows:

     1. Section 2(j) of the Plan shall be amended in its entirety to change the
definition of "Employee" to read as follows:

     "Employee means any person who is employed by the Company or an Affiliate
     on a regular full-time basis. A person shall be considered employed on a
     regular full-time basis if he is customarily employed for more than twenty
     (20) hours per week."

     2. Section 3 of the Plan shall be amended in its entirety to change the
paragraph entitled "Eligibility" to read as follows:

     "All employees except those individuals listed on Exhibit A, Section 16
     Individuals, of the Insider Trading and Tipping Policy of The Metzler
     Group, Inc. shall be eligible to participate in the Plan on the Effective
     Date. Subject to the enrollment limitations of Section 6, each other
     Employee of the Company shall be eligible to participate on the first to
     occur of (i) the Offering Date coincident with or next following the
     Employee's first day of employment, or (ii) the first day of any calendar
     month coincident with or next following the Employee's first day of
     employment."

     IN WITNESS WHEREOF, the Metzler Group, Inc. has caused this Amendment to be
executed by its officer hereto duly authorized this 1st day of October, 1997.

                                 The Metzler Group, Inc., a Delaware corporation

                                 By:  __________________________________________

                                 Its: __________________________________________

<PAGE>

                               THIRD AMENDMENT TO
                             THE METZLER GROUP, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

     The Metzler Group, Inc. Employee Stock Purchase Plan (the "Plan") is hereby
amended, effective September 15, 1998 as follows:

     1.   Section 3 ("Eligibility") shall be amended to read ad follows:

     "All Employees, except those individuals listed on Exhibit A, Section 16
     Individuals, of the Insider Trading and Tipping Policy of The Metzler
     Group, Inc., shall be eligible to participate in the Plan on the Effective
     Date. Subject to the enrollment limitations of Section 6, each other
     Employee of the Company and/or an Affiliate shall be eligible to
     participate on the Offering Date coincident with or next following the
     Employee's first day of employment."

     2. Section 6(a) ("Participation") shall be amended to read as follows:

     "Each Employee may become a Participant in the Plan by authorizing a
     payroll deduction on a form provided by the Committee. Such authorization
     shall become effective on the next Offering Date following the delivery of
     the authorization form to the Committee; provided (i) that the Employee is
     eligible under Section 3 to participate in the Plan on such day and (ii)
     that if the authorization form is delivered to the Committee less than
     fifteen (15) days prior to the Offering Date, it shall become effective on
     the next Offering Date that is fifteen (15) or more days following delivery
     of the authorization form to the Committee. The Committee may, in its
     discretion, waive such fifteen (15) day delivery period for Employees of
     newly-acquired Affiliates."

     3. Section 7(b) ("Purchase of Shares") shall be amended to read as follows:

     "The purchase price for the shares of Common Stock to be purchased with
     payroll deductions from the Participant shall be equal to eighty-five
     percent (85%) of the lesser of (i) the "fair market value" of a share of
     Common Stock on the Offering Date (or, if later, on the date the
     Participant's authorization form becomes effective, as set forth in Section
     6), or (ii) the "fair market value" of a share on the Purchase Date. Fair
     market value shall be defined as the closing sales price of the Common
     Stock on the largest national securities exchange on which such Common
     Stock is listed at the time the Common Stock is to be valued. If the Common
     Stock is not then listed on any such exchange, the fair market value shall
     be the closing sales price if such is reported or otherwise the mean
     between the closing "Bid" and the closing "Ask" prices, if any, as reported
     in the National Association of Securities Dealers Automated Quotation
     System ("NASDAQ") for the date of valuation, or if none, on the most recent
     trade date thirty (30) days or less prior to the date of valuation for
     which such quotations are reported. If the Common Stock is not then listed
     on any such exchange or quoted in NASDAQ, the fair market value shall be
     the mean between the average of the "Bid" and the

<PAGE>

     average of the "Ask" prices, if any, as reported in the National Daily
     Quotation Service for the date of valuation, or, if none, for the most
     recent trade date thirty (30) days or less prior to the date of valuation
     for which such quotations are reported. If the fair market value cannot be
     determined under the preceding three sentences, it shall be determined in
     good faith by the Committee."

     4. Section 9 ("Cessation of Participation") shall be amended to read as
     follows:

     "A Participant may cease participation in the Plan at any time by notifying
     the Committee in writing of his intent to cease his participation. If such
     notice is received by the Committee, the Company shall distribute to the
     Participant all of his accumulated payroll deductions, without interest. If
     any Participant ceases participation in the Plan, no further Compensation
     deductions shall be made on his behalf after the effective date of his
     cessation, except in accordance with a new authorization form filed with
     the Committee as provided in Section 6. Notwithstanding anything herein
     contained to the contrary, if a Participant ceases participation in the
     Plan, as required under Section 8 hereof, he shall not be eligible to again
     participate in the Plan until the next Offering Date that is coincident
     with or next follows the expiration of two (2) full Offering Periods
     following the date such participation ceased."

     IN WITNESS WHEREOF, the Metzler Group, Inc. has caused this Amendment to be
executed by its officer hereto duly authorized this 15th day of September, 1998.

                                The Metzler Group, Inc., a Delaware corporation

                                By: ____________________________________

                                Its: ____________________________________



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<PAGE>

                               FOURTH AMENDMENT TO
                          THE NAVIGANT CONSULTING, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

     The Navigant Consulting, Inc. Employee Stock Purchase Plan (the "Plan") is
hereby amended, effective February 15, 2000 as follows:

     1. Section 6(a) ("Participation") shall be amended to read ad follows:

     "Each Employee may become a Participant in the Plan by authorizing a
     payroll deduction on a form provided by the Committee. Such authorization
     shall become effective on the next Offering Date following the delivery of
     the authorization form to the Committee; provided (i) that the Employee is
     eligible under Section 3 to participate in the Plan on such day and (ii)
     that if the authorization form is delivered to the Committee less than
     fifteen (15) days prior to the Offering Date, it shall become effective on
     the next Offering Date that is fifteen (15) or more days following delivery
     of the authorization form to the Committee. Notwithstanding the foregoing,
     the Committee may allow an Employee's authorization of such payroll
     deduction pursuant to this Section 6(a) to become effective at a selected
     time or times during an Offering Period, provided such allowance is applied
     uniformly to all Employees."

     2. Section 6(b) ("Participation") shall be amended to read as follows:

     "At the time an Employee files his authorization for a payroll deduction,
     he shall elect to have deductions made from each paycheck that he receives,
     such deductions to continue until the Participant withdraws from the Plan
     or otherwise becomes ineligible to participate in the Plan. Authorized
     payroll deductions shall be for a minimum of one percent (1%) and a maximum
     of fifteen percent (15%) of the Participant's Compensation. The deduction
     rate so authorized shall continue in effect through the Offering Period and
     each succeeding Offering Period, except to the extent such rate is changed
     in accordance with the following guidelines:

        (i) The Participant may, at any time during any Offering Period,
        reduce his rate of payroll deduction by filing an authorization form
        with the Company; and

        (ii) The Participant may, at any time during any Offering Period,
        increase the rate of his payroll deduction by filing an authorization
        form with the Committee.

     New deduction rates shall become effective as soon as practicable after the
     authorization form is filed with the Committee."

     IN WITNESS WHEREOF, Navigant Consulting, Inc. has caused this Amendment to
be executed by its officer hereto duly authorized this 15th day of February,
2000.

                                      Navigant Consulting, Inc.

                                      By: ____________________________________

                                      Its: ____________________________________


<PAGE>

                             FIFTH AMENDMENT TO THE
                               METZLER GROUP, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

     The Metzler Group, Inc. Employee Stock Purchase Plan (the " Plan" ) is
hereby amended effective November 30, 2000, subject to shareholder approval, as
follows:

     1. Subsection (g) of Section 2 will be amended in its entirety to change
the definition of "Company" to read as follows:

     "`Company' means Navigant Consulting, Inc., a Delaware corporation, and any
     successor thereto."

     2. Subsection (o) of Section 2 will be amended in its entirety to change
the name of "Plan" to read as follows:

     "`Plan' means the "Navigant Consulting, Inc. Employee Stock Purchase Plan."

     3. The second sentence of Subsection (a) of Section 5, "Stock," will be
deleted in its entirety and substituted with the following:

     "The aggregate number of shares of Common Stock that will be made available
     for purchase under the Plan will not exceed 750,000 shares of Common Stock,
     plus an annual increase to be added each January 1 in an amount equal to
     the lesser of (i) 500,000 shares of Common Stock or (ii) 1.2% of the issued
     and outstanding shares of Common Stock; provided, however, that the
     aggregate number of shares of Common Stock available will be subject to
     adjustment upon changes in capitalization of the Company as provided in
     Subsection B below."

     4. The first sentence of Subsection (a) of Section 7, "Purchase of Shares,"
will be deleted in its entirety and substituted with the following:

     "On the date when a Participant's authorization form for a deduction
     becomes effective, and on each Offering Date thereafter, he shall be deemed
     to have been granted an option to purchase as many full shares of Common
     Stock as he will be able to purchase with the Compensation deductions
     credited to his Account during the payroll periods within the applicable
     Offering Period for which the Compensation deductions are made, subject to
     the limit set forth in Subsection J of Section 15."

     5. The first sentence of Section 8, "Time of Purchase," will be deleted in
its entirety and substituted with the following:

     "From time to time, the Committee shall grant to each Participant an option
     to purchase shares of Common Stock in an amount equal to the number of
     shares of Common Stock that the accumulated payroll deductions to be
     credited to his Account during the Offering Period may purchase at the
     applicable purchase price, subject to the limit set forth in Subsection (j)
     of Section 15."

<PAGE>

     6. Section 15, "Limitations," will be amended by adding at the end thereof
the following new Subsection (j):

     "Notwithstanding anything contained herein to the contrary, the maximum
     number of shares of Common Stock that may be purchased by any Employee
     during any Purchase Period shall not exceed 7,000, subject to adjustment in
     the manner described in Subsection B of Section 5. In the event that the
     maximum number of shares of Common Stock is purchased by an Employee during
     any Offering Period and cash remains credited to the Employee's account,
     such cash shall be delivered as soon as practicable to such Employee."

     IN WITNESS WHEREOF, the Company has caused this instrument to be executed
as of November 30, 2000.

                                           NAVIGANT CONSULTING, INC.

                                           By: _________________________

                                           Its: _________________________

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