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                                                                   Exhibit 10.13
                                  $100,000,000
                               Revolving and Term
                                Credit Agreement


                                  By and Among


                             Hewitt Associates LLC,

                         Harris Trust and Savings Bank,
                           Individually and as Agent,


                                       and


                            the Lenders Party Hereto



                            Dated as of May 28, 1996

================================================================================

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                                TABLE OF CONTENTS

SECTION
                                    DESCRIPTION                             PAGE

Section 1.        The Credit................................................   1

    Section 1.1.     Revolving Credit.......................................   1
    Section 1.2.     Revolving Credit Loans.................................   2
    Section 1.3.     Letters of Credit......................................   2
    Section 1.4.     Term Loans.............................................   5
    Section 1.5.     Manner and Disbursement of Borrowings..................   5

Section 2.        Interest and Change In Circumstances......................   6

    Section 2.1.     Interest Rate Options..................................   6
    Section 2.2.     Minimum Amounts........................................   8
    Section 2.3.     Computation of Interest................................   8
    Section 2.4.     Manner of Rate Selection...............................   8
    Section 2.5.     Change of Law..........................................   9
    Section 2.6.     Unavailability of Deposits or Inability to Ascertain
                     Adjusted LIBOR.........................................   9
    Section 2.7.     Taxes and Increased Costs..............................   9
    Section 2.8.     Change in Capital Adequacy Requirements................  10
    Section 2.9.     Funding Indemnity......................................  11
    Section 2.10.    Lending Branch.........................................  11
    Section 2.11.    Discretion of Lenders as to Manner of Funding..........  11
    Section 2.12.    Interest Rate Margins, L/C Fee and Commitment Fee
                     Adjustment.............................................  12

Section 3.        Fees, Prepayments, Terminations, and Applications.........  12

    Section 3.1.     Fees...................................................  12
    Section 3.2.     Voluntary Prepayments..................................  13
    Section 3.3.     Terminations...........................................  14
    Section 3.4.     Place and Application of Payments......................  14
    Section 3.5.     Notations and Requests.................................  15

Section 4.        Definitions...............................................  15

    Section 4.1.     Definitions............................................  15
    Section 4.2.     Interpretation.........................................  23

Section 5.        Representations and Warranties............................  23

    Section 5.1.     Organization and Qualification.........................  23
    Section 5.2.     Subsidiaries...........................................  23
    Section 5.3.     Authority and Validity of Obligations..................  24
    Section 5.4.     Use of Proceeds; Margin Stock..........................  24
    Section 5.5.     Financial Reports......................................  24

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    Section 5.6.     No Material Adverse Change............................  25
    Section 5.7.     Full Disclosure.......................................  25
    Section 5.8.     Good Title............................................  25
    Section 5.9.     Litigation and Other Controversies....................  25
    Section 5.10.    Taxes.................................................  25
    Section 5.11.    Approvals.............................................  25
    Section 5.12.    Affiliate Transactions................................  26
    Section 5.13.    Investment Company; Public Utility Holding Company....  26
    Section 5.14.    ERISA.................................................  26
    Section 5.15.    Compliance with Laws..................................  26
    Section 5.16.    Other Agreements......................................  26
    Section 5.17.    No Default............................................  27

Section 6.        Conditions Precedent.....................................  27

    Section 6.1.     All Advances..........................................  27
    Section 6.2.     Initial Advance.......................................  27
    Section 6.3.     Initial Loans; Prior Credit Agreements; Transitional
                     Adjustments...........................................  28

Section 7.        Covenants................................................  28

    Section 7.1.     Maintenance of Business...............................  29
    Section 7.2.     Maintenance of Properties.............................  29
    Section 7.3.     Taxes and Assessments.................................  29
    Section 7.4.     Insurance.............................................  29
    Section 7.5.     Financial Reports.....................................  29
    Section 7.6.     Inspection............................................  31
    Section 7.7.     Funded Debt Ratio.....................................  31
    Section 7.8.     Owners Equity.........................................  31
    Section 7.9.     Funded Debt to EBITDA Ratio...........................  31
    Section 7.10.    Distributions.........................................  31
    Section 7.11.    Funded Debt...........................................  32
    Section 7.12.    Liens.................................................  32
    Section 7.13.    Investments, Acquisitions, Loans, Advances and
                     Guaranties............................................  33
    Section 7.14.    Operating Leases......................................  34
    Section 7.15.    Mergers, Consolidations and Sales.....................  34
    Section 7.16.    Maintenance of Subsidiaries...........................  34
    Section 7.17.    ERISA.................................................  34
    Section 7.18.    Compliance with Laws..................................  35
    Section 7.19.    Burdensome Contracts With Affiliates..................  35
    Section 7.20.    No Changes in Fiscal Year.............................  35
    Section 7.21.    Amendments to Articles and Operating Agreement........  35

Section 8.        Events of Default and Remedies...........................  35

    Section 8.1.     Events of Default.....................................  35
    Section 8.2.     Non-Bankruptcy Defaults...............................  37

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    Section 8.3.      Bankruptcy Defaults..................................  37
    Section 8.4.      Collateral for Undrawn Letters of Credit.............  38

Article 9.         The Agent...............................................  38

    Section 9.1.      Appointment and Authorization........................  38
    Section 9.2.      Rights as a Lender...................................  38
    Section 9.3.      Standard of Care.....................................  39
    Section 9.4.      Costs and Expenses...................................  39
    Section 9.5.      Indemnity............................................  40

Section 10.        Miscellaneous...........................................  40

    Section 10.1.     Holidays.............................................  40
    Section 10.2.     No Waiver, Cumulative Remedies.......................  40
    Section 10.3.     Waivers, Modifications and Amendments................  40
    Section 10.4.     Costs and Expenses...................................  40
    Section 10.5.     Documentary Taxes....................................  41
    Section 10.6.     Survival of Representations..........................  41
    Section 10.7.     Survival of Indemnities..............................  41
    Section 10.8.     Notices..............................................  41
    Section 10.9.     Personal Jurisdiction................................  42
    Section 10.10.    Waiver of Jury Trial.................................  42
    Section 10.11.    Construction.........................................  43
    Section 10.12.    Headings.............................................  43
    Section 10.13.    Severability of Provisions...........................  43
    Section 10.14.    Counterparts.........................................  43
    Section 10.15.    Binding Nature, Governing Law, Etc...................  43
    Section 10.16.    Entire Understanding.................................  43
    Section 10.17.    Participations.......................................  43

Signature..................................................................  45

Exhibit A - Revolving Credit Note
Exhibit B - Term Loan Note
Exhibit C - Compliance Certificate
Schedule 5.2 - Subsidiaries
Schedule 7.13 - Existing Investments, Loans and Advances to Hewitt Services LLC
and Subsidiaries

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                              Hewitt Associates LLC
                                Credit Agreement

To:


Harris Trust and Savings Bank
Chicago, Illinois

Bank of America Illinois
Chicago, Illinois

NBD Bank
Chicago, Illinois

Ladies and Gentlemen:

         The undersigned, Hewitt Associates LLC, an Illinois limited liability
company (the "Borrower"), applies to you for your several commitments, subject
to the terms and conditions hereof and on the basis of the representations and
warranties hereinafter set forth, to extend credit to the Borrower, all as more
fully hereinafter set forth.

Section 1.      The Credit.

          Section 1.1. Revolving Credit. Subject to the terms and conditions
hereof, each Lender severally agrees to extend a revolving credit (the
"Revolving Credit") to the Borrower which may be availed of by the Borrower from
time to time during the period from and including the date hereof to but not
including the Revolving Credit Termination Date, at which time the commitments
of the Lenders to extend credit under the Revolving Credit shall expire. The
maximum amount of the Revolving Credit which each Lender agrees to extend to the
Borrower shall be as set forth opposite such Lender's signature hereto under the
heading "Revolving Credit Commitment", as such amount may be reduced pursuant
hereto. The Revolving Credit may be utilized by the Borrower in the form of
Revolving Credit Loans and Letters of Credit, all as more fully hereinafter set
forth, provided that the aggregate principal amount of Revolving Credit Loans
and L/C Obligations outstanding at any one time shall not exceed the Revolving
Credit Commitments. During the period from and including the date hereof to but
not including the Revolving Credit Termination Date, the Borrower may use the
Revolving Credit Commitments by borrowing, repaying and reborrowing Revolving
Credit Loans in whole or in part and/or by having the Agent issue Letters of
Credit, having such Letters of Credit expire or otherwise terminate without
having been drawn upon or, if drawn upon, reimbursing the Agent for each such
drawing, and having the Agent issue new Letters of Credit, all in accordance
with the terms and conditions of this Agreement. For purposes of this Agreement,
where a determination of the unused or available amount of the Revolving Credit
Commitments is necessary, the Revolving Credit Loans and Letters of Credit shall
be deemed to utilize the Revolving Credit Commitments. The obligations of the
Lenders hereunder are several and not joint, and no Lender shall under any
circumstances be obligated to extend credit under the Revolving Credit in excess
of its Revolving Credit Commitment.

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             Section 1.2.    Revolving Credit Loans. Subject to the terms and
conditions hereof, the Revolving Credit may be availed of by the Borrower in the
form of loans (individually a "Revolving Credit Loan" and collectively the
"Revolving Credit Loans"). Each Revolving Credit Loan shall be in a minimum
amount of $500,000, and each Revolving Credit Loan shall be made pro rata by the
Lenders in accordance with the amounts of their Revolving Credit Commitments.
Each advance made by a Lender of its pro rata share of a Revolving Credit Loan
shall be made against and evidenced by a Revolving Credit Note of the Borrower
(individually a "Revolving Credit Note" and collectively the "Revolving Credit
Notes") payable to the order of such Lender in the amount of its Revolving
Credit Commitment, with each Revolving Credit Note to be in the form (with
appropriate insertions) attached hereto as Exhibit A. Each Revolving Credit Note
shall be dated the date of issuance thereof, be expressed to bear interest as
set forth in Section 2 hereof, and be expressed to mature on the Revolving
Credit Termination Date. Without regard to the principal amount of each
Revolving Credit Note stated on its face, the actual principal amount at any
time outstanding and owing by the Borrower on account thereof shall be the sum
of all advances then or theretofore made thereon less all payments of principal
actually received.

             Section 1.3.    Letters of Credit.

           (a) General Terms. At the discretion and subject to the approval of
the Lenders in each instance, the Revolving Credit may be availed of by the
Borrower in the form of standby letters of credit denominated in U.S. Dollars
(each, a "Letter of Credit") issued by the Agent for the account of the
Borrower, provided that the aggregate amount of Letters of Credit issued and
outstanding hereunder shall not at any time exceed $10,000,000. For purposes of
this Agreement, a Letter of Credit shall be deemed outstanding as of any time in
an amount equal to the maximum amount which could be drawn thereunder under any
circumstances and over any period of time plus any unreimbursed drawings then
outstanding with respect thereto. If and to the extent any Letter of Credit
expires or otherwise terminates without having been drawn upon, the availability
under the Revolving Credit Commitments shall to such extent be reinstated. The
Letters of Credit shall be issued by the Agent, but each Lender shall be
obligated to reimburse the Agent for such Lender's pro rata share of the amount
of each draft drawn under a Letter of Credit in accordance with this Section
and, accordingly, each Letter of Credit shall be deemed to utilize the Revolving
Credit Commitments of all Lenders pro rata in accordance with the amounts of
their Revolving Credit Commitments. The Borrower understands and agrees that the
Agent and the Lenders have no obligation to make Letters of Credit available to
the Borrower and the Lenders may refuse in their sole discretion in each
instance to request the Agent to issue any Letter of Credit after receiving a
request therefore from the Borrower.

           (b) Term. Unless the Lenders shall otherwise agree, each Letter of
Credit issued hereunder shall expire not later than the earlier of (i) twelve
(12) months from the date of issuance (or be cancelable not later than twelve
(12) months from the date of issuance and each renewal) or (ii) the Revolving
Credit Termination Date. In the event the Agent issues any Letter of Credit with
an expiration date that is automatically extended unless the Agent gives notice
that the expiration date will not so extend beyond its then scheduled expiration
date, the Agent will give such notice of non-renewal before the time necessary
to prevent such automatic extension if before such required notice date (i) the
expiration date of such Letter of Credit if so extended would be after the
Revolving Credit Termination Date, (ii) the Revolving Credit Commitments have
terminated or (iii) an Event of Default exists and the Required Lenders have
given the Agent instructions not to so permit the extension of the expiration
date of such Letter of Credit.

           (c) General Characteristics. Each Letter of Credit issued hereunder
shall be payable in U.S. Dollars, conform to the general requirements of the
Agent for the issuance of standby letters of credit, as the case may be, as to
form and substance, and be a letter of credit which the Agent may lawfully
issue.

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           (d) Applications. At the time the Borrower requests each Letter of
Credit to be issued (or prior to the first issuance of a Letter of Credit in the
case of a continuing application), the Borrower shall execute and deliver to the
Agent an application for such Letter of Credit in the form then customarily
prescribed by the Agent (individually an "Application" and collectively the
"Applications"). Subject to the other provisions of this subsection, the
obligation of the Borrower to reimburse the Agent for drawings under a Letter of
Credit (a "Reimbursement Obligation") shall be governed by the Application for
such Letter of Credit. In the event the Agent is not reimbursed by the Borrower
for the amount the Agent pays on any draft drawn under a Letter of Credit issued
hereunder by 11:00 a.m. (Chicago time) on the date when such drawing is paid,
the obligation of the Borrower to reimburse the Agent for the amount of such
draft paid shall bear interest (which the Borrower hereby promises to pay on
demand) from and after the date the draft is paid until payment in full thereof
at a fluctuating rate per annum determined by adding 2% to the Domestic Rate as
from time to time in effect. Anything contained in the Applications to the
contrary notwithstanding, (i) the Borrower shall pay fees in connection with
each Letter of Credit as set forth in Section 3 hereof, (ii) prior to the
occurrence of a Default or an Event of Default the Agent will not call for
additional collateral security for the obligations of the Borrower under the
Applications, and (iii) prior to the occurrence of a Default or an Event of
Default the Agent will not call for the funding of a Letter of Credit by the
Borrower prior to being presented with a draft drawn thereunder (or, in the
event the draft is a time draft, prior to its due date). The Borrower hereby
irrevocably authorizes the Agent to charge the Borrower's principal operating
account (or in the event amounts therein are insufficient, then any other
deposit account of the Borrower) maintained with the Agent for the amount
necessary to reimburse the Agent for any drafts drawn under Letters of Credit
issued hereunder.

           (e)  Change in Laws. If the Agent or any Lender shall determine that
any change in any applicable law, regulation or guideline (including, without
limitation, Regulation D of the Board of Governors of the Federal Reserve
System) or any new law, regulation or guideline, or any interpretation of any of
the foregoing by any governmental authority charged with the administration
thereof or any central bank or other fiscal, monetary or other authority having
jurisdiction over the Agent or such Lender (whether or not having the force of
law), shall:

                (i)  impose, modify or deem applicable any reserve, special
         deposit or similar requirement against the Letters of Credit, or the
         Agent's or such Lender's or the Borrower's liability with respect
         thereto; or

                (ii) impose on the Agent or such Lender any penalty with respect
         to the foregoing or any other condition regarding this Agreement, the
         Applications or the Letters of Credit;

and the Agent or such Lender shall determine that the result of any of the
foregoing is to increase the cost (whether by incurring a cost or adding to a
cost) to the Agent or such Lender of issuing, maintaining or participating in
the Letters of Credit hereunder (without benefit of, or credit for, any
prorations, exemptions, credits or other offsets available under any such laws,
regulations, guidelines or interpretations thereof), then the Borrower shall pay
on demand to the Agent or such Lender from time to time as specified by the
Agent or such Lender such additional amounts as the Agent or such Lender shall
determine are sufficient to compensate and indemnify it for such increased cost.
If the Agent or any Lender makes such a claim for compensation, it shall provide
the Borrower (with a copy to the Agent in the case of any Lender) a certificate
setting forth the computation of the increased cost as a result of any event
mentioned herein in reasonable detail and such certificate shall be conclusive
if reasonably determined absent manifest error.

           (f)  Participations in Letters of Credit. Each Lender shall
participate on a pro rata basis in the Letters of Credit issued by the Agent,
which participation shall automatically arise upon the issuance of each Letter
of Credit. Each Lender unconditionally agrees that in the event the Agent is not
immediately reimbursed by the Borrower for the amount paid by the Agent on any
draft presented under a Letter of Credit, then in that event such Lender shall
pay to the Agent such Lender's pro rata share of the amount of each draft so
paid based on the percentage which its Revolving Credit Commitment bears to the
aggregate of the Revolving Credit Commitments and in return such Lender shall

<PAGE>

automatically receive an equivalent percentage participation in the rights of
the Agent to obtain reimbursement from the Borrower for the amount of such
draft, together with interest thereon as provided for herein. The obligations of
the Lenders to the Agent under this subsection shall be absolute, irrevocable
and unconditional under any and all circumstances whatsoever and shall not be
subject to any setoff, counterclaim or defense to payment which any Lender may
have or have had against the Borrower, the Agent, any other Lender or any other
party whatsoever. In the event that any Lender fails to honor its obligation to
reimburse the Agent for its pro rata share of the amount of any such draft, then
in that event (i) the defaulting Lender shall have no right to participate in
any recoveries from the Borrower in respect of such draft and (ii) all amounts
to which the defaulting Lender would otherwise be entitled under the terms of
this Agreement or any of the other Loan Documents shall first be applied to
reimbursing the Lenders for their respective pro rata shares of the defaulting
Lender's portion of the draft, together with interest thereon at the rate
provided for herein. Upon reimbursement to the other Lenders (pursuant to clause
(iii) above or otherwise) of the amount advanced by them to the Agent in respect
of the defaulting Lender's share of the draft together with interest thereon,
the defaulting Lender shall thereupon be entitled to its participation in the
Agent's right of recovery against the Borrower in respect of the draft paid by
the Agent.

             Section 1.4.  Term Loans.  Pursuant to the applicable Prior Credit
Agreements, the Lenders have each heretofore made term loans (the "Term Loans")
to the Borrower each in the original principal amount of $10,000,000, the entire
principal amount of which remains outstanding as of the date hereof, and as more
fully provided in Section 6.3 hereof shall be deemed Term Loans made pursuant
hereto. The amount of each Term Loan which each Lender so made to the Borrower
is as set forth opposite such Lender's signature hereto under the heading "Term
Credit Commitment" (collectively, the "Term Credit Commitments" and
individually, a "Term Credit Commitment"). The Term Loan made by each Lender to
the Borrower shall be evidenced by a term loan note of the Borrower
(individually a "Term Loan Note" and collectively the "Term Loan Notes") payable
to the order of such Lender in the amount of its Term Credit Commitment, with
each such Term Loan Note to be in the form (with appropriate insertions)
attached hereto as Exhibit B. Each Term Loan Note shall be dated the date of
issuance thereof, be expressed to bear interest as set forth in Section 2 hereof
(it being acknowledged and agreed that the entire principal amount of each of
the Term Loans currently bears interest at a fixed rate of interest which shall
continue and constitute Offered Rate Portions for all purposes hereof with
Interest Periods ending June 30, 2002 in the case of the Harris and B of A Term
Loans and June 26, 2002 in the case of the NBD Bank Term Loan) and be expressed
to mature in monthly principal installments as therein provided.

             Section 1.5.  Manner and Disbursement of Borrowings. The Borrower
shall give written or telephonic notice to the Agent (which notice shall be
irrevocable once given and, if given by telephone, shall be promptly confirmed
in writing) by no later than 9:00 a.m. (Chicago time) (a) on the date the
Borrower requests that any Revolving Credit Loan be made to it under the
Commitments and (b) one Business Day prior to the date the Borrower requests
that the Term Loan be made to it, and the Agent shall promptly notify each
Lender of the Agent's receipt of each such notice. Each such notice shall
specify the date of the Loan requested (which must be a Business Day) and the
amount of such Loan. Each Loan shall initially constitute part of the applicable
Domestic Rate Portion except to the extent the Borrower has otherwise timely
elected as provided in Section 2 hereof. The Borrower agrees that the Agent may
rely upon any written or telephonic notice given by any person the Agent in good
faith believes is an Authorized Representative without the necessity of
independent investigation and, in the event any telephonic notice conflicts with
the written confirmation, such notice shall govern if the Agent and the Lenders
have acted in reliance thereon. Not later than 1:00 p.m. (Chicago time) on the
date specified for any Loan to be made by a Lender hereunder, such Lender shall
make the proceeds of its pro rata share of such Loan available to the Agent in
Chicago, Illinois in immediately available funds. Subject to the provisions of
Section 6 hereof, the proceeds of each Loan shall be made available to the
Borrower at the principal office of the Agent in Chicago, Illinois, in
immediately available

<PAGE>

funds, upon receipt by the Agent from each Lender of its pro rata share of such
Loan. Unless the Agent shall have been notified by a Lender prior to 1:00 p.m.
(Chicago time) on the date a Loan is to be made hereunder that such Lender does
not intend to make its pro rata share of such Loan available to the Agent, the
Agent may assume that such Lender has made such share available to the Agent on
such date and the Agent may in reliance upon such assumption make available to
the Borrower a corresponding amount. If such corresponding amount is not in fact
made available to the Agent by such Lender and the Agent has made such amount
available to the Borrower, the Agent shall be entitled to receive such amount
from such Lender forthwith upon the Agent's demand, together with interest
thereon in respect of each day during the period commencing on the date such
amount was made available to the Borrower and ending on but excluding the date
the Agent recovers such amount at a rate per annum equal to the effective rate
charged to the Agent for overnight federal funds transactions with member banks
of the federal reserve system for each day as determined by the Agent (or in the
case of a day which is not a Business Day, then for the preceding day). If such
amount is not received from such Lender by the Agent immediately upon demand,
the Borrower will, on demand, repay to the Agent the proceeds of the Loan
attributable to such Lender with interest thereon at a rate per annum equal to
the interest rate applicable to the relevant Loan, but without such payment
being considered a payment or prepayment of a Fixed Rate Portion, so that the
Borrower will have no liability under Section 2.9 hereof with respect to such
payment.

Section 2.        Interest and Change in Circumstances.

        Section 2.1.  Interest Rate Options.  (a) Subject to the terms and
conditions of this Section 2, portions of the principal indebtedness evidenced
by the Notes (all of the indebtedness evidenced by a particular class of Notes
bearing interest at the same rate for the same period of time being hereinafter
referred to as a "Portion") may, at the option of the Borrower, bear interest
with reference to the Domestic Rate ("Domestic Rate Portions") or, in the case
of Revolving Credit Loans only, with reference to an Adjusted LIBOR ("LIBOR
Portions") or, in the case of the Term Loans only, with reference to an Offered
Rate ("Offered Rate Portions"), and Portions may be converted from time to time
from one basis to another. All of the indebtedness evidenced by a particular
class of Notes which is not part of a Fixed Rate Portion shall constitute a
single Domestic Rate Portion. All of the indebtedness evidenced by a particular
class of Notes which bears interest with reference to a particular Adjusted
LIBOR for a particular Interest Period shall constitute a single LIBOR Portion
and all of the indebtedness evidenced by a Term Loan Note which bears interest
with reference to a particular offered rate for a particular interest period
shall constitute a single Offered Rate Portion. Anything contained herein to the
contrary notwithstanding, the obligation of the Lenders to create, continue or
effect by conversion any Fixed Rate Portion shall be conditioned upon the fact
that at the time no Default or Event of Default shall have occurred and be
continuing. The Borrower hereby promises to pay interest on each Portion at the
rates and times specified in this Section 2.

           (b)  Domestic Rate Portion.  Each Domestic Rate Portion shall bear
interest at the rate per annum determined by adding the Applicable Domestic Rate
Margin to the Domestic Rate as in effect from time to time, provided that if a
Domestic Rate Portion or any part thereof is not paid when due (whether by lapse
of time, acceleration or otherwise) such Portion shall bear interest, whether
before or after judgment, until payment in full thereof at the rate per annum
determined by adding 2% to the interest rate which would otherwise be applicable
thereto from time to time. Interest on the Domestic Rate Portions shall be
payable quarter-annually on the last day of each June, September, December and
March in each year (commencing June 30, 1996) and at maturity of the Notes, and
interest after maturity (whether by lapse of time acceleration or otherwise)
shall be due and payable upon demand. Any change in the interest rate on the
Domestic Rate Portions resulting from a change in the Domestic Rate shall be
effective on the date of the relevant change in the Domestic Rate.

<PAGE>

           (c) Libor Portions. Each LIBOR Portion shall bear interest for each
Interest Period selected therefor at a rate per annum determined by adding the
Applicable LIBOR Margin to the Adjusted LIBOR for such Interest Period, provided
that if any LIBOR Portion is not paid when due (whether by lapse of time,
acceleration or otherwise) such Portion shall bear interest, whether before or
after judgment, until payment in full thereof through the end of the Interest
Period then applicable thereto at the rate per annum determined by adding 2% to
the interest rate which would otherwise be applicable thereto, and effective at
the end of such Interest Period such LIBOR Portion shall automatically be
converted into and added to the applicable Domestic Rate Portion and shall
thereafter bear interest at the interest rate applicable to such Domestic Rate
Portion after default. Interest on each LIBOR Portion shall be due and payable
on the last day of each Interest Period applicable thereto and, with respect to
any Interest Period applicable to a LIBOR Portion in excess of three (3) months,
on the date occurring every three (3) months after the date such Interest Period
began and at the end of such Interest Period, and interest after maturity
(whether by lapse of time, acceleration or otherwise) shall be due and payable
upon demand. The Borrower shall notify the Agent on or before 11:00 a.m.
(Chicago time) on the third Business Day preceding the end of an Interest Period
applicable to a LIBOR Portion whether such LIBOR Portion is to continue as a
LIBOR Portion, in which event the Borrower shall notify the Agent of the new
Interest Period selected therefor, and in the event the Borrower shall fail to
so notify the Agent, such LIBOR Portion shall automatically be converted into
and added to the applicable Domestic Rate Portion as of and on the last day of
such Interest Period. The Agent shall promptly notify each Lender of each notice
received from the Borrower pursuant to the foregoing provision.

           (d) Offered Rate Portions. Each Offered Rate Portion of the Term Loan
shall bear interest for each Interest Period selected therefor at the Offered
Rate for such Interest Period, provided that if any Offered Rate Portion is not
paid when due (whether by lapse of time, acceleration or otherwise) such Portion
shall bear interest, whether before or after judgment, until payment in full
thereof through the end of the Interest Period then applicable thereto at the
rate per annum determined by adding 2% to the interest rate which would
otherwise be applicable thereto, and effective at the end of such Interest
Period such Offered Rate Portion shall automatically be converted into and added
to the Domestic Rate Portion and shall thereafter bear interest at the interest
rate applicable to the Domestic Rate Portion after default. Interest on each
Offered Rate Portion shall be due and payable on the last day of each Interest
Period applicable thereto and, with respect to any Interest Period applicable to
an Offered Rate Portion in excess of ninety (90) days, on the date occurring
every ninety (90) days after the date such Interest Period began and at the end
of such Interest Period, and interest after maturity (whether by lapse of time,
acceleration or otherwise) shall be due and payable upon demand. The Borrower
shall notify the Agent on or before 9:00 a.m. (Chicago time) one Business Day
preceding the end of an Interest Period applicable to an Offered Rate Portion
whether such Offered Rate Portion is to continue as an Offered Rate Portion, in
which event the Borrower shall notify the Agent of the new Interest Period
selected therefor, and in the event the Borrower shall fail to so notify the
Agent, such Offered Rate Portion shall automatically be converted into and added
to the Domestic Rate Portion as of and on the last day of such Interest Period.
The Borrower understands and agrees that the Lenders have no obligation to quote
Offered Rates and that the Lenders have no obligation to make any Offered Rate
Portion available to the Borrower, that the Lenders may refuse to make any such
Offered Rate Portion available to the Borrower after receiving a request
therefor from the Borrower, and that any such Offered Rate Portion made
available to the Borrower shall be subject to such other terms and conditions as
are mutually agreed upon by the Borrower and the Lenders.

           Section 2.2.   Minimum Amounts. Each Fixed Rate Portion shall be in a
minimum amount of $2,000,000 or such greater amount which is an integral
multiple of $100,000.

           Section 2.3.   Computation of Interest. All interest on the Fixed
Rate Portions of the Notes shall be computed on the basis of a year of 360 days
for the actual number of days elapsed and all interest on the Domestic

<PAGE>

Rate Portions of the Notes shall be computed on the basis of a year of 365 or
366 days, as the case may be, for the actual number of days elapsed.

             Section 2.4. Manner of Rate Selection. The Borrower shall notify
the Agent (i) by 11:00 a.m. (Chicago time) at least three (3) Business Days
prior to the date upon which the Borrower requests that any LIBOR Portion be
created or that any part of the applicable Domestic Rate Portion or Offered Rate
Portion be converted into a LIBOR Portion and (ii) by 9:00 a.m. (Chicago time)
at least one (1) Business Day prior to the date upon which the Borrower requests
that any Offered Rate Portion be created or that any part of the applicable
Domestic Rate Portion or any part of a LIBOR Portion or Offered Rate Portion be
converted into an Offered Rate Portion (each such notice to specify in each
instance the amount thereof and the Interest Period selected therefor), and the
Agent shall promptly notify each Lender of each notice received from the
Borrower pursuant to the foregoing provision. If any request is made to convert
a Fixed Rate Portion into another type of Portion available hereunder, such
conversion shall only be made so as to become effective as of the last day of
the Interest Period applicable thereto. All requests for the creation,
continuance and conversion of Portions under this Agreement shall be
irrevocable. Such requests may be written or oral and the Agent is hereby
authorized to honor telephonic requests for creations, continuances and
conversions received by it from any person the Agent in good faith believes to
be an Authorized Representative without the necessity of independent
investigation, the Borrower hereby indemnifying the Agent and the Lenders from
any liability or loss ensuing from so acting.

             Section 2.5. Change of Law. Notwithstanding any other provisions of
this Agreement or any Note, if at any time any Lender shall determine that any
change in applicable laws, treaties or regulations or in the interpretation
thereof makes it unlawful for such Lender to create or continue to maintain any
Fixed Rate Portion, it shall promptly so notify the Agent (which shall in turn
promptly notify the Borrower and the other Lenders) and the obligation of such
Lender to create, continue or maintain any such Fixed Rate Portion under this
Agreement shall terminate until it is no longer unlawful for such Lender to
create, continue or maintain such Fixed Rate Portion. The Borrower, on demand,
shall, if the continued maintenance of any such Fixed Rate Portion is unlawful,
thereupon prepay the outstanding principal amount of the affected Fixed Rate
Portion, together with all interest accrued thereon and all other amounts
payable to affected Lender with respect thereto under this Agreement; provided,
however, that the Borrower may elect to convert the principal amount of the
affected Portion into another type of Portion available hereunder, subject to
the terms and conditions of this Agreement.

             Section 2.6. Unavailability of Deposits or Inability to Ascertain
Adjusted LIBOR. Notwithstanding any other provision of this Agreement or any
Note, if prior to the commencement of any Interest Period, the Required Lenders
shall determine that deposits in the amount of any LIBOR Portion scheduled to be
outstanding during such Interest Period are not readily available to such
Lenders in the relevant market or, by reason of circumstances affecting the
relevant market, adequate and reasonable means do not exist for ascertaining
Adjusted LIBOR, then such Lenders shall promptly give notice thereof to the
Agent (which shall in turn promptly notify the Borrower and the other Lenders)
and the obligations of the Lenders to create, continue or effect by conversion
any such Fixed Rate Portion in such amount and for such Interest Period shall
terminate until deposits in such amount and for the Interest Period selected by
the Borrower shall again be readily available in the relevant market and
adequate and reasonable means exist for ascertaining Adjusted LIBOR. Upon the
giving of such notice, the Borrower may, on the last day of the then applicable
Interest Period, elect to either (i) pay the Affected Portions or (ii) convert
such Portions into the Domestic Rate Portions or an available Portion selected
by the Borrower of a type not affected by the foregoing, subject to the terms
and conditions of this Agreement.

<PAGE>

           Section 2.7.   Taxes and Increased Costs. With respect to any Fixed
Rate Portion, if any Lender shall determine that any change in any applicable
law, treaty, regulation or guideline (including, without limitation, Regulation
D of the Board of Governors of the Federal Reserve System) or any new law,
treaty, regulation or guideline, or any interpretation of any of the foregoing
by any governmental authority charged with the administration thereof or any
central bank or other fiscal, monetary or other authority having jurisdiction
over such Lender or its lending branch or the Fixed Rate Portions contemplated
by this Agreement (whether or not having the force of law), shall:

                   (i) impose, increase, or deem applicable any reserve, special
         deposit or similar requirement against assets held by, or deposits in
         or for the account of, or loans by, or any other acquisition of funds
         or disbursements by, such Lender which is not in any instance already
         accounted for in computing the interest rate applicable to such Fixed
         Rate Portion;

                  (ii) subject such Lender, any Fixed Rate Portion or a Note to
         the extent it evidences such a Portion to any tax (including, without
         limitation, any United States interest equalization tax or similar tax
         however named applicable to the acquisition or holding of debt
         obligations and any interest or penalties with respect thereto), duty,
         charge, stamp tax, fee, deduction or withholding in respect of this
         Agreement, any Fixed Rate Portion or a Note to the extent it evidences
         such a Portion, except such taxes as may be measured by the overall net
         income or gross receipts of such Lender or its lending branches and
         imposed by the jurisdiction, or any political subdivision or taxing
         authority thereof, in which such Lender's principal executive office or
         its lending branch is located;

                 (iii) change the basis of taxation of payments of principal and
         interest due from the Borrower to such Lender hereunder or under a Note
         to the extent it evidences any Fixed Rate Portion (other than by a
         change in taxation of the overall net income or gross receipts of such
         Lender); or

                  (iv) impose on such Lender any penalty with respect to the
         foregoing or any other condition regarding this Agreement, its
         disbursement, any Fixed Rate Portion or a Note to the extent it
         evidences any Fixed Rate Portion;

and such Lender shall determine that the result of any of the foregoing is to
increase the cost (whether by incurring a cost or adding to a cost) to such
Lender of creating or maintaining any Fixed Rate Portion hereunder or to reduce
the amount of principal or interest received or receivable by such Lender
(without benefit of, or credit for, any prorations, exemption, credits or other
offsets available under any such laws, treaties, regulations, guidelines or
interpretations thereof), then the Borrower shall pay on demand to such Lender
from time to time as specified by such Lender such additional amounts as such
Lender shall reasonably determine are sufficient to compensate and indemnify it
for such increased cost or reduced amount. If a Lender makes such a claim for
compensation, it shall provide to the Borrower (with a copy to the Agent) a
certificate setting forth the computation of the increased cost or reduced
amount as a result of any event mentioned herein in reasonable detail and such
certificate shall be conclusive if reasonably determined.

           Section 2.8.   Change in Capital Adequacy Requirements. If any Lender
shall determine that the adoption after the date hereof of any applicable law,
rule or regulation regarding capital adequacy, or any change in any existing
law, rule or regulation, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by such Lender
(or any of its branches) or any corporation controlling such Lender with any
request or directive

<PAGE>

regarding capital adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency, has or would have the effect of
reducing the rate of return on such Lender's or such corporation's capital, as
the case may be, as a consequence of such Lender's obligations hereunder or for
the credit which is the subject matter hereof to a level below that which such
Lender or such corporation could have achieved but for such adoption, change or
compliance (taking into consideration such Lender's or such corporation's
policies with respect to liquidity and capital adequacy) by an amount deemed by
such Lender to be material, then from time to time, within fifteen (15) days
after demand by such Lender, the Borrower shall pay to such Lender such
additional amount or amounts reasonably determined by such Lender as will
compensate such Lender for such reduction.

           Section 2.9.   Funding Indemnity. In the event any Lender shall incur
any loss, cost or expense (including, without limitation, any loss (including
loss of profit), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired or contracted to be acquired by
such Lender to fund or maintain its part of any Fixed Rate Portion or the
relending or reinvesting of such deposits or other funds or amounts paid or
prepaid to such Lender) as a result of:

                   (i) any payment of a Fixed Rate Portion on a date other than
         the last day of the then applicable Interest Period for any reason,
         whether before or after default, and whether or not such payment is
         required by any provisions of this Agreement; or

                  (ii) any failure by the Borrower to create, borrow, continue
         or effect by conversion a Fixed Rate Portion on the date specified in a
         notice given pursuant to this Agreement;

then, upon the demand of such Lender, the Borrower shall pay to such Lender such
amount as will reimburse such Lender for such loss, cost or expense. If a Lender
requests such a reimbursement, it shall provide to the Borrower (with a copy to
the Agent) a certificate setting forth the computation of the loss, cost or
expense giving rise to the request for reimbursement in reasonable detail and
such certificate shall be conclusive if reasonably determined.

           Section 2.10.  Lending Branch. Each Lender may, at its option, elect
to make, fund or maintain its pro rata share of the Loans hereunder at the
branches or offices specified on the signature pages hereof.

           Section 2.11.  Discretion of Lenders as to Manner of Funding.
Notwithstanding any provision of this Agreement to the contrary, each Lender
shall be entitled to fund and maintain its funding of all or any part of its
Notes in any manner it sees fit, it being understood, however, that for the
purposes of this Agreement all determinations hereunder (including, without
limitation, determinations under Sections 2.6, 2.7 and 2.9 hereof) shall be made
as if each Lender had actually funded and maintained each Fixed Rate Portion
during each Interest Period applicable thereto through the purchase of deposits
in the relevant market in the amount of its pro rata share of such Fixed Rate
Portion, having a maturity corresponding to such Interest Period, and bearing an
interest rate equal to the LIBOR or Offered Rate, as the case may be, for such
Interest Period.

           Section 2.12.  Interest Rate Margins, L/C Fee and Commitment Fee
Adjustment. The initial percentages specified in the definitions of the terms
"Applicable Domestic Rate Margin", "Applicable LIBOR Margin", "Applicable L/C
Fee" and "Applicable Commitment Fee" specified in Section 4.1 hereof shall be
subject to quarterly adjustment (commencing with the fiscal quarter ending June
30, 1996) as follows in effect with the Funded Debt Ratio being computed as in
effect on the last day of each fiscal quarter end:

<PAGE>

<TABLE>
<CAPTION>
                                                    Level I           Level II                  Level III
                                                    -------           --------                  ---------
<S>                                                <C>             <C>                     <C>
                                                                   Greater than or equal
                                                                   to 40% but less than    Greater than or equal
                                                                              ---------                    -----
          Funded Debt Ratio:                      Less than 40%            50%                     to 50%
                                                  -------------            ---                     ------

          Then Applicable Margins and
          Applicable Commitment Fee Shall Be:

          Applicable Margin for Domestic Rate                0%             0%                         0%
          Portions

          Applicable Margin for LIBOR Portions            .300%          .400%                      .500%

          Applicable Commitment Fee                        .15%         .1875%                      .200%

          Applicable L/C Fee                              .300%          .400%                      .500%
</TABLE>

         Not later than five Business Days after receipt by the Agent of the
financial statements and the compliance certificate called for by Section 7.5
hereof for the applicable quarter, the Agent shall determine the Funded Debt
Ratio for the applicable period based on the information contained in such
financial statements and compliance certificate and shall promptly notify the
Borrower and the Lenders of such determination and of any change in the
Applicable Margins, Applicable Commitment Fee and Applicable L/C Fee resulting
therefrom, any such change in the Applicable Margins, Applicable Commitment Fee
and Applicable L/C Fee to be effective as of the date the Agent so notifies the
Borrower, with such new Applicable Margins, Applicable Commitment Fee and
Applicable L/C Fee to continue in effect until the effective date of the next
quarterly redetermination in accordance with the foregoing. Each determination
of the Funded Debt Ratio, Applicable Margins, Applicable Commitment Fee and
Applicable L/C Fee by the Agent in accordance with this Section shall be
conclusive and binding on the Borrower and the Lenders absent manifest error.

Section 3.         Fees, Prepayments, Terminations, and Applications.

         Section 3.1.   Fees.

         (a)  Commitment Fee. For the period from and including the date hereof
to but not including the Revolving Credit Termination Date, the Borrower shall
pay to the Agent for the account of the Lenders a commitment fee at the rate per
annum, equal to the Applicable Commitment Fee as from time to time in effect
(computed on the basis of a year of 360 days for the actual number of days
elapsed) on the average daily unused portion of the Revolving Credit
Commitments. Such commitment fee shall be payable quarter-annually in arrears on
the last day of each September, December, March and June in each year
(commencing June 30, 1996) and on the Revolving Credit Termination Date.

         (b)  Letter of Credit Fees. (i) Letters of Credit Outstanding. The
Borrower shall pay to the Agent for the ratable account of the Lenders a letter
of credit fee for the Letters of Credit issued hereunder at a rate per annum
equal to the Applicable L/C Fee as from time to time in effect per annum on the
maximum amount of the Letters of Credit

<PAGE>

from time to time outstanding, such fee to be paid quarterly in arrears on the
last day of each September, December, March and June in each year (commencing
June 30, 1996) and on the Revolving Credit Termination Date.

          (ii) Letter of Credit Transaction Charges. In addition to the letter
of credit fees called for by the other provisions of this Section 3.1(b), the
Borrower further agrees to pay to the Agent, for its own use and benefit, such
issuing, processing, amendment and transaction fees and charges as the Agent
from time to time customarily imposes in connection with the negotiation and
payment of letters of credit and drafts drawn thereunder, together with express
and other out-of-pocket costs incurred by the Agent in connection therewith.

         (iii) Agent's Letter of Credit Issuance Fee. In addition to the letter
of credit fees called for by the other provisions of this Section 3.1(b), the
Borrower shall pay to the Agent for its own account a letter of credit issuance
fee for each Letter of Credit issued hereunder in an amount equal to .125% of
the amount of each such Letter of Credit, such fee to be paid on the issuance of
each such Letter of Credit.

         (c)   Agent's Fees. On the date hereof, and on the date occurring on
each anniversary of the date hereof when any credit, or commitment to extend
credit, is outstanding hereunder, the Borrower shall pay to the Agent, for its
own use and benefit, an Agent's fee and other fees as mutually agreed upon by
the Borrower and the Agent pursuant to the terms of that certain letter
agreement dated May 1, 1996.

          Section 3.2.    Voluntary Prepayments. The Borrower shall have the
privilege of prepaying the Notes in whole or in part (but if in part, then in a
minimum amount of $500,000 at any time upon prior notice to the Agent (such
notice if received subsequent to 11:00 a.m. (Chicago time) on a given day to be
treated as though received at the opening of business on the next Business Day),
which shall promptly so notify the Lenders, by paying to the Agent for the
account of the Lenders the principal amount to be prepaid and (i) if such a
prepayment prepays the Revolving Credit Notes in full and is accompanied by the
termination in whole of the Revolving Credit Commitments, accrued interest
thereon to the date of prepayment plus any commitment fee which has accrued and
is unpaid, (ii) if such a prepayment prepays the Term Loan Notes in full,
accrued interest thereon to the date of prepayment and (iii) any amounts due to
the Lenders under Section 2.9 hereof.

          Section 3.3.    Terminations. The Borrower shall have the right at any
time and from time to time, upon three (3) Business Days' prior notice to the
Agent (which shall promptly so notify the Lenders), to ratably terminate without
premium or penalty and in whole or in part (but if in part, then in an aggregate
amount not less than $5,000,000) the Revolving Credit Commitments, provided that
the Revolving Credit Commitments may not be reduced to an amount less than the
aggregate principal amount of the Revolving Credit Loans and L/C Obligations
then outstanding. Any termination of the Revolving Credit Commitments pursuant
to this Section may not be reinstated.

          Section 3.4.    Place and Application of Payments. All payments of
principal, interest, fees and all other Obligations payable hereunder and under
the other Loan Documents shall be made to the Agent at its office at 111 West
Monroe Street, Chicago, Illinois (or at such other place as the Agent may
specify) on the date any such payment is due and payable. Payments received by
the Agent after 11:00 a.m. (Chicago time) shall be deemed received as of the
opening of business on the next Business Day. All such payments shall be made in
lawful money of the United States of America, in immediately available funds at
the place of payment, without setoff or counterclaim and without reduction for,
and free from, any and all present or future taxes, levies, imposts, duties,
fees, charges, deductions, withholdings, restrictions and conditions of any
nature imposed by any government or any political subdivision or taxing
authority thereof (but excluding any taxes imposed on or measured by the net
income of any

<PAGE>

Lender). Except as herein provided, all payments shall be for the ratable
account of the Lenders, shall be made to the Agent and shall be promptly
distributed by the Agent ratably to the Lenders. Partial prepayments of the Term
Loan Notes shall be applied to the several installments thereof in the inverse
order of their respective maturities. Unless the Borrower otherwise directs,
principal payments shall be first applied to the applicable Domestic Rate
Portion until payment in full thereof, with any balance applied to the Fixed
Rate Portions in the order in which their Interest Periods expire.

         Anything contained herein to the contrary notwithstanding, all payments
and collections received in respect of the Obligations shall in each instance,
by the Agent or any of the Lenders after the occurrence of an Event of Default
shall be remitted to the Agent and distributed as follows:

         (a) first, to the payment of any outstanding costs and expenses
incurred by the Agent in protecting, preserving or enforcing rights under this
Agreement, or any of the other Loan Documents, and in any event including all
costs and expenses of a character which the Borrower has agreed to pay under
Section 10.4 hereof (such funds to be retained by the Agent for its own account
unless it has previously been reimbursed for such costs and expenses by the
Lenders, in which event such amounts shall be remitted to the Lenders to
reimburse them for payments theretofore made to the Agent);

         (b) second, to the payment of any outstanding interest or other fees or
amounts due under this Agreement or any of the other Loan Document other than
for principal, ratably as among the Agent and the Lenders in accord with the
amount of such interest and other fees or amounts owing each;

         (c) third, to the payment of the principal of the Notes and any
liabilities in respect of outstanding Reimbursement Obligations, pro rata in
accord with the then respective unpaid principal balances of the Notes and the
then unpaid Reimbursement Obligations;

         (d) fourth, to the Agent, to be held in a segregated account as
collateral security for any undrawn Letters of Credit, until the Agent is
holding an amount of cash equal to the then outstanding amount of all Letters of
Credit; and

         (e) fifth, to the Borrower or to whomever the Agent reasonably
determines to be lawfully entitled thereto.

          Section 3.5. Notations and Requests. All Loans made against a Note,
the status of all amounts evidenced by a Note as constituting part of the
Domestic Rate Portion or a LIBOR Portion or an Offered Rate Portion, and the
rates of interest and Interest Periods applicable to such Portions shall be
recorded by each Lender on its books and records or, at its option in any
instance, endorsed on a schedule to its Note and the unpaid principal balance
and status, rates and Interest Periods so recorded or endorsed by such Lender
shall be prima facie evidence in any court or other proceeding brought to
enforce such Note of the principal amount remaining unpaid thereon, the status
of the Loans evidenced thereby and the interest rates and Interest Periods
applicable thereto; provided that the failure of a Lender to record any of the
foregoing shall not limit or otherwise affect the obligation of the Borrower to
repay the principal amount of each Note together with accrued interest thereon.
Prior to any negotiation of a Note, a Lender shall record on a schedule thereto
the status of all amounts evidenced thereby as constituting part of the Domestic
Rate Portion or a LIBOR Portion or Offered Rate Portion and the rates of
interest and the Interest Periods applicable thereto.

<PAGE>

Section 4.           Definitions; Interpretation.

         Section 4.1.    Definitions.  The following terms when used herein
shall have the following meanings:

        "Adjusted LIBOR" means a rate per annum determined by the Agent in
accordance with the following formula:

                                Adjusted LIBOR =           LIBOR
                                                 -------------------------
                                                  100%-Reserve Percentage

"Reserve Percentage" means, for the purpose of computing Adjusted LIBOR, the
maximum rate of all reserve requirements (including, without limitation, any
marginal, emergency, supplemental or other special reserves) imposed by the
Board of Governors of the Federal Reserve System (or any successor) under
Regulation D on Eurocurrency liabilities (as such term is defined in Regulation
D) for the applicable Interest Period as of the first day of such Interest
Period, but subject to any amendments to such reserve requirement by such Board
or its successor, and taking into account any transitional adjustments thereto
becoming effective during such Interest Period. For purposes of this definition,
LIBOR Portions shall be deemed to be Eurocurrency liabilities as defined in
Regulation D without benefit of or credit for prorations, exemptions or offsets
under Regulation D. "LIBOR" means, for each Interest Period, (a) the LIBOR Index
Rate for such Interest Period, if such rate is available, and (b) if the LIBOR
Index Rate cannot be determined, the arithmetic average of the rate of interest
per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) at which
deposits in U.S. Dollars in immediately available funds are offered to the Agent
at 11:00 a.m. (London, England time) two Business Days before the beginning of
such Interest Period by major banks in the interbank eurodollar market for a
period equal to such Interest Period and in an amount equal or comparable to the
applicable LIBOR Portion scheduled to be outstanding from the Agent during such
Interest Period. "LIBOR Index Rate" means, for any Interest Period, the rate per
annum (rounded upwards, if necessary, to the next higher one hundred-thousandth
of a percentage point) for deposits in U.S. Dollars for a period equal to such
Interest Period which appears on the Telerate Page 3750 as of 11:00 (London,
England time) on the date two Business Days before the commencement of such
Interest Period. "Telerate Page 3750" means the display designated as "Page
3750" on the Telerate Service (or such other page as may replace Page 3750 on
that service or such other service as may be nominated by the British Bankers'
Association Interest Settlement Rates For U.S. Dollar deposits). Each
determination of LIBOR made by the Agent shall be conclusive and binding on the
Borrower and the Lenders absent manifest error.

        "Affiliate" means any Person directly or indirectly controlling or
controlled by, or under direct or indirect common control with, another Person.
A Person shall be deemed to control another Person for the purposes of this
definition if such Person possesses, directly or indirectly, the power to
direct, or cause the direction of, the management and policies of the other
Person, whether through the ownership of voting securities, other equity
interests, common directors, trustees or officers, by contract or otherwise.

        "Agent" means Harris Trust and Savings Bank and any successor thereto
appointed pursuant to Section 9.1 hereof.

        "Agreement" means this Credit Agreement, as the same may be amended,
modified or restated from time to time in accordance with the terms hereof.

        "Applicable Commitment Fee" means initially .20% subject to adjustment
as provided in Section 2.12 hereof.

<PAGE>

        "Applicable Domestic Rate Margin" means initially 0% subject to
adjustment as provided in Section 2.12 hereof.

        "Applicable L/C Fee" means initially .50% subject to adjustment as
provided in Section 2.12 hereof.

        "Applicable LIBOR Margin" means initially .50% subject to adjustment as
provided in Section 2.12 hereof.

        "Applicable Margins" means the Applicable Domestic Rate Margin and
Applicable LIBOR Margin, unless the context in which such term is used shall
otherwise require.

        "Application" is defined in Section 1.3 hereof.

        "Authorized Representative" means those persons shown on the list of
officers provided by the Borrower pursuant to Section 6.2(a) hereof or on any
update of any such list provided by the Borrower to the Agent, or any further or
different officer of the Borrower so named by any Authorized Representative of
the Borrower in a written notice to the Agent.

        "B of A" means Bank of America Illinois.

        "Borrower" is defined in the introductory paragraph hereof.

        "Business Day" means any day other than a Saturday or Sunday on which
banks are not authorized or required to close in Chicago, Illinois and, when
used with respect to LIBOR Portions, a day on which banks are also dealing in
United States Dollar deposits in London, England and Nassau, Bahamas.

        "Capital Lease" means any lease of Property which in accordance with
GAAP is required to be capitalized on the balance sheet of the lessee.

        "Capitalized Lease Obligation" means the amount of the liability shown
on the balance sheet of any Person in respect of a Capital Lease determined in
accordance with GAAP.

        "Code" means the Internal Revenue Code of 1986, as amended, and any
successor statute thereto.

        "Commitments" means and includes the Revolving Credit Commitments and
the Term Credit Commitments.

        "Controlled Group" means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Borrower or any of its Subsidiaries, are
treated as a single employer under Section 414 of the Code.

        "Default" means any event or condition the occurrence of which would,
with the passage of time or the giving of notice, or both, constitute an Event
of Default.

        "Domestic Rate" means, for any day, the greater of (i) the rate of
interest announced by the Agent from time to time as its prime commercial rate,
as in effect on such day; and (ii) the sum of (x) the rate determined by the
Agent to be the average (rounded upwards, if necessary, to the next higher 1/100
of 1%) of the rates per annum quoted to the Agent at approximately 10:00 a.m.
(Chicago time) (or as soon thereafter as is practicable) on such day (or, if
such day

<PAGE>

is not a Business Day, on the immediately preceding Business Day) by two or more
Federal funds brokers selected by the Agent for the sale to the Agent at face
value of Federal funds in an amount equal or comparable to the principal amount
owed to the Agent for which such rate is being determined, plus (y) 1/2 of 1%
(0.500%).

        "Domestic Rate Portions" is defined in Section 2.1(a) hereof.

        "EBITDA" means, with reference to any period, Net Income for such period
plus all amounts deducted in arriving at such Net Income amount in respect of
(i) Interest Expense for such period, plus (ii) federal, state and local income
taxes for such period, plus (iii) all amounts properly charged for depreciation
of fixed assets and amortization of intangible assets during such period on the
books of the Borrower and its Subsidiaries.

        "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute thereto.

        "Event of Default" means any event or condition identified as such in
Section 8.1 hereof.

        "First Chicago" means The First National Bank of Chicago.

        "Fixed Rate Portions" means and includes LIBOR Portions and Offered Rate
Portions, unless the context in which such term is used shall otherwise require.

        "Funded Debt" means for any Person (without duplication) (i) all
indebtedness created, assumed or incurred in any manner by such Person
representing money borrowed (including by the issuance of debt securities), (ii)
all indebtedness for the deferred purchase price of property or services (other
than trade accounts payable arising in the ordinary course of business which are
not more than 30 days past due) or other deferred obligations, (iii) all
indebtedness secured by any Lien upon Property of such Person, whether or not
such Person has assumed or become liable for the payment of such indebtedness,
(iv) all Capitalized Lease Obligations of such Person and (v) all obligations of
such Person on or with respect to letters of credit, bankers' acceptances and
other extensions of credit whether or not representing obligations for borrowed
money.

        "Funded Debt Ratio" is defined in Section 7.7 hereof.

        "Funded Debt to EBITDA Ratio" is defined in Section 7.9 hereof.

        "GAAP" means generally accepted accounting principles as in effect from
time to time, applied by the Borrower and its Subsidiaries on a basis consistent
with the preparation of the Borrower's most recent financial statements
furnished to the Lenders pursuant to Section 5.4 hereof.

        "Harris" means Harris Trust and Savings Bank.

        "Interest Expense" means with reference to any period, the sum of all
interest charges (including imputed interest charges with respect to Capitalized
Lease Obligations and all amortization of debt discount and expense) of the
Borrower and its Subsidiaries for such period determined in accordance with
GAAP.

        "Interest Period" means, with respect to (a) any LIBOR Portion, the
period commencing on, as the case may be, the creation, continuation or
conversion date with respect to such LIBOR Portion and ending one (1), two (2),
three

<PAGE>

(3), six (6) or twelve (12) months thereafter as selected by the Borrower in
its notice as provided herein and (b) any Offered Rate Portion, the period
commencing on, as the case may be, the creation, continuation or conversion date
with respect to such Offered Rate Portion and ending 30 days to 7 years
thereafter as selected by the Borrower in its notice as herein provided;
provided that, all of the foregoing provisions relating to Interest Periods are
subject to the following:

               (i) if any Interest Period would otherwise end on a day which is
          not a Business Day, that Interest Period shall be extended to the next
          succeeding Business Day, unless in the case of an Interest Period for
          a LIBOR Portion the result of such extension would be to carry such
          Interest Period into another calendar month in which event such
          Interest Period shall end on the immediately preceding Business Day;

              (ii) no Interest Period may extend beyond the maturity date of
          the relevant Notes;

             (iii) the interest rate to be applicable to each Portion for each
          Interest Period shall apply from and including the first day of such
          Interest Period to but excluding the last day thereof; and

              (iv) no Interest Period may be selected if after giving effect
          thereto the Borrower will be unable to make a principal payment
          scheduled to be made during such Interest Period without paying part
          of a Fixed Rate Portion on a date other than the last day of the
          Interest Period applicable thereto.

For purposes of determining an Interest Period, a month means a period starting
on one day in a calendar month and ending on a numerically corresponding day in
the next calendar month, provided, however, if an Interest Period begins on the
last day of a month or if there is no numerically corresponding day in the month
in which an Interest Period is to end, then such Interest Period shall end on
the last Business Day of such month.

          "L/C Obligations" means the aggregate undrawn face amounts of all
outstanding Letters of Credit and all unpaid Reimbursement Obligations.

          "Lender" means Harris Trust and Savings Bank, the other signatories
hereto (other than the Borrower).

          "Letter of Credit" is defined in Section 1.3(a) hereof.

          "LIBOR Portions" is defined in Section 2.1(a) hereof.

          "Lien" means any mortgage, lien, security interest, pledge, charge or
encumbrance of any kind in respect of any Property, including the interests of a
vendor or lessor under any conditional sale, Capital Lease or other title
retention arrangement.

          "Loan Documents" means this Agreement, the Notes and the Applications.

          "Loans" means the Revolving Credit Loans and the Term Loans.

          "Material Plan" is defined in Section 8.1(g) hereof.

          "Net Income" means, with reference to any period, the net income (or
net loss) of the Borrower and its Subsidiaries for such period as computed on a
consolidated basis in accordance with GAAP, and, without limiting the

<PAGE>

foregoing, after deduction from gross income of all expenses and reserves,
including reserves for all taxes on or measured by income, but excluding any
extraordinary profits or losses and also excluding any taxes on such profits.

         "Notes"  means the Revolving Credit Notes and the Term Loan Notes.

         "Obligations" means all obligations of the Borrower to pay principal
and interest on the Loans and L/C Obligations, all fees and charges payable by
the Borrower hereunder, and all other payment obligations of the Borrower
arising under or in relation to any Loan Document, in each case whether now
existing or hereafter arising, due or to become due, direct or indirect,
absolute or contingent, and howsoever evidenced, held or acquired.

         "Offered Rate" means the rate per annum quoted to the Borrower by the
Agent at the direction of the Lenders for the applicable Interest Period, such
Offered Rate being subject at all times to the provisions of Section 2.1(d)
hereof.

         "Offered Rate Portions" is defined in Section 2.1(a) hereof.

         "Owners Equity" means, as of any date the same is to be determined (a)
the total owners equity (including capital stock, additional paid-in-capital and
retained earnings after deducting treasury stock, but excluding minority
interests in Subsidiaries) which would appear on a balance sheet of the Borrower
and its Subsidiaries determined on a consolidated basis in accordance with GAAP
less (b) the sum of (i) the aggregate book value of all assets of the Borrower
and its Subsidiaries which would be classified as intangible assets under GAAP,
including, without limitation, goodwill, patents, trademarks, trade names,
copyrights, franchises and deferred charges (including, without limitation,
unamortized debt discount and expense, organization costs and deferred research
and development expense) and similar assets and (ii) the write-up of assets of
the Borrower and its Subsidiaries above cost, determined on a consolidated basis
in accordance with GAAP.

         "Parent" means Hewitt Holdings LLC, an Illinois limited liability
company.

         "PBGC" means the Pension Benefit Guaranty Corporation or any Person
succeeding to any or all of its functions under ERISA.

         "Person" means an individual, partnership, corporation, limited
liability company, association, trust, unincorporated organization or any other
entity or organization, including a government or agency or political
subdivision thereof.

         "Plan" means any employee pension benefit plan covered by Title IV of
ERISA or subject to the minimum funding standards under Section 412 of the Code
that either (i) is maintained by a member of the Controlled Group for employees
of a member of the Controlled Group, or (ii) is maintained pursuant to a
collective bargaining agreement or any other arrangement under which more than
one employer makes contributions and to which a member of the Controlled Group
is then making or accruing an obligation to make contributions or has within the
preceding five plan years made contributions.

         "Portion" is defined in Section 2.1(a) hereof.

         "Prior Credit Agreements" means that certain $40,000,000 Credit
Agreement dated June 15, 1995 by and among the Borrower, the Parent, Harris
individually and as Agent and Bank of America Illinois, that certain

<PAGE>

$35,000,000 Revolving and Term Credit Agreement dated June 15, 1995 by and among
the Borrower, the Parent, Harris individually and as Agent and Bank of America
Illinois and that certain $10,000,000 Term Loan and Guaranty Agreement dated
June 26, 1995 by and among the Borrower, the Parent and NBD Bank.

         "Private Placement Indebtedness" means the indebtedness of the Borrower
with respect to its 7.45% Notes in the aggregate principal amount of $50,000,000
due May 30, 2008.

         "Property" means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.

         "Reimbursement Obligation" is defined in Section 1.3(d) hereof.

         "Required Lenders" means, as of the date of determinations thereof,
those Lenders holding at least 66-2/3% of the Commitments or, in the event that
no Commitments are outstanding hereunder, holding at least 66-2/3% in aggregate
principal amount of the Obligations outstanding hereunder.

         "Restricted Subsidiary" shall mean any Subsidiary of the Borrower
which, as of the time of determination of whether such Subsidiary is a
Restricted Subsidiary, either accounts for 5% or more of total revenues of the
Borrower and its Subsidiaries for the most recent four full fiscal quarters of
the Borrower then ended or accounts for 5% or more of the total assets of the
Borrower and its Subsidiaries at the time of determination.

         "Revolving Credit" is defined in Section 1.1 hereof.

         "Revolving Credit Commitments" means the commitments of the Lenders to
extend credit under the Revolving Credit in the amounts set forth opposite their
signatures hereto under the heading "Revolving Credit Commitment," as such
amounts may be reduced pursuant hereto.

         "Revolving Credit Loan" is defined in Section 1.2 hereof.

         "Revolving Credit Note" is defined in Section 1.2 hereof.

         "Revolving Credit Termination Date" means May 28, 2001, or such earlier
date on which the Revolving Credit Commitments are terminated in whole pursuant
to Section 3.3, 8.2 or 8.3 hereof.

         "Subsidiary" means any corporation or other Person more than 50% of the
outstanding ordinary voting shares or other equity interests of which is at the
time directly or indirectly owned by the Borrower, by one or more of its
Subsidiaries, or by the Borrower and one or more of its Subsidiaries.

         "Term Credit Commitments" is defined in Section 1.4 hereof.

         "Term Loans" is defined in Section 1.4 hereof.

         "Term Loan Notes" is defined in Section 1.4 hereof.

         "Total Capitalization" means, as of any time the same is to be
determined the sum of (i) Funded Debt of the Borrower and its Subsidiaries
determined on a consolidated basis in accordance with GAAP plus (ii) Owners
Equity.

<PAGE>

         "Unfunded Vested Liabilities" means, for any Plan at any time, the
amount (if any) by which the present value of all vested nonforfeitable accrued
benefits under such Plan exceeds the fair market value of all Plan assets
allocable to such benefits, all determined as of the then most recent valuation
date for such Plan, but only to the extent that such excess represents a
potential liability of a member of the Controlled Group to the PBGC or the Plan
under Title IV of ERISA.

         "Unrestricted Subsidiary" means a Subsidiary which is not a Restricted
Subsidiary.

         "Welfare Plan" means a "welfare plan" as defined in Section 3(1) of
ERISA.

         "Wholly-Owned Subsidiary" means a Subsidiary of which all of the issued
and outstanding shares of capital stock (other than directors' qualifying shares
as required by law) or other equity interests are owned by the Borrower and/or
one or more Wholly-Owned Subsidiaries within the meaning of this definition.

            Section 4.2. Interpretation. The foregoing definitions are equally
applicable to both the singular and plural forms of the terms defined. The words
"hereof", "herein", and "hereunder" and words of like import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement. All references to time of day herein are references
to Chicago, Illinois time unless otherwise specifically provided. Where the
character or amount of any asset or liability or item of income or expense is
required to be determined or any consolidation or other accounting computation
is required to be made for the purposes of this Agreement, it shall be done in
accordance with GAAP except where such principles are inconsistent with the
specific provisions of this Agreement.

SECTION 5.               REPRESENTATIONS AND WARRANTIES.

         The Borrower represents and warrants to the Lenders as follows:

            Section 5.1. Organization and Qualification. The Borrower is duly
organized, validly existing and in good standing as a limited liability company
under the laws of the State of Illinois created pursuant to its Articles of
Organization (the "Articles" ) and its Operating Agreement (the "Operating
Agreement"), has full and adequate power to own its Property and conduct its
business as now conducted, and is duly licensed or qualified and in good
standing in each jurisdiction in which the failure to be so licensed or
qualified could reasonably be expected to have a material adverse effect on the
business, operations, properties, assets or condition of the Borrower or on the
validity or enforceability of any Note or this Agreement or the rights and
remedies of the Agent or Lenders hereunder.

            Section 5.2. Subsidiaries. Each Subsidiary is duly organized,
validly existing and in good standing under the laws of the jurisdiction in
which it is incorporated or organized, as the case may be, has full and adequate
power to own its Property and conduct its business as now conducted, and is duly
licensed or qualified and in good standing in each jurisdiction in which the
nature of the business conducted by it or the nature of the Property owned or
leased by it requires such licensing or qualifying. Schedule 5.2 hereto
identifies each Subsidiary, the jurisdiction of its incorporation or
organization, as the case may be, the percentage of issued and outstanding
shares of each class of its capital stock or other equity interests owned by the
Borrower and its Subsidiaries and, if such percentage is not 100% (excluding
directors' qualifying shares as required by law), a description of each class of
its authorized capital stock and other equity interests and the number of shares
of each class issued and outstanding. All of the outstanding shares of capital
stock and other equity interests of each Subsidiary are validly issued and
outstanding and fully paid and nonassessable and all such shares and other
equity interests indicated on Schedule 5.2 as owned by the Borrower or a

<PAGE>

Subsidiary are owned, beneficially and of record, by the Borrower or such
Subsidiary free and clear of all Liens. There are no outstanding commitments or
other obligations of any Restricted Subsidiary to issue, and no options,
warrants or other rights of any Person to acquire, any shares of any class of
capital stock or other equity interests of any Restricted Subsidiary.

            Section 5.3. Authority and Validity of Obligations. The Borrower has
full right and authority to enter into this Agreement and the other Loan
Documents to which it is a party, to make the borrowings herein provided for, to
issue its Notes in evidence thereof, and to perform all of its obligations
hereunder and under the other Loan Documents. Without limiting the generality of
the foregoing, the Borrower has full right, power and authority to make the
borrowings herein provided for and to issue its Notes in evidence thereof and to
apply for the issuance of Letters of Credit. The Loan Documents have been duly
authorized, executed and delivered by the Borrower and constitute valid and
binding obligations of the Borrower enforceable in accordance with their terms
except as enforceability may be limited by bankruptcy, insolvency, fraudulent
conveyance or similar laws affecting creditors' rights generally and general
principles of equity (regardless of whether the application of such principles
is considered in a proceeding in equity or at law); and this Agreement and the
other Loan Documents do not, nor does the performance or observance by the
Borrower of any of the matters and things herein or therein provided for,
contravene or constitute a default under any provision of law or any judgment,
injunction, order or decree binding upon the Borrower or any provision of the
Articles or the Operating Agreement of the Borrower or any covenant, indenture
or agreement of or affecting the Borrower or any of its Properties, or result in
the creation or imposition of any Lien on any Property of the Borrower.

            Section 5.4. Use of Proceeds; Margin Stock. The Borrower shall use
the proceeds of the Loans and other extensions of credit made available
hereunder solely for its general working capital purposes and for such other
legal and proper purposes as are consistent with all applicable laws, the
Borrower's Articles and Operating Agreement and the terms of this Agreement.
Neither the Borrower nor any Subsidiary is engaged in the business of extending
credit for the purpose of purchasing or carrying margin stock (within the
meaning of Regulation U of the Board of Governors of the Federal Reserve
System), and no part of the proceeds of any Loan or any other extension of
credit made hereunder will be used to purchase or carry any such margin stock or
to extend credit to others for the purpose of purchasing or carrying any such
margin stock.

            Section 5.5. Financial Reports. The consolidated balance sheet of
the Borrower and its Subsidiaries as at September 30, 1995 and the related
consolidated statements of income, retained earnings and cash flows of the
Borrower and its Subsidiaries for the fiscal year then ended, and accompanying
notes thereto, which financial statements are accompanied by the audit report of
Arthur Andersen & Co., S.C., independent public accountants, and the unaudited
interim consolidated balance sheet of the Borrower and its Subsidiaries as at
March 31, 1996 and the related consolidated statements of income, retained
earnings and cash flows of the Borrower and its Subsidiaries for the six (6)
months then ended, heretofore furnished to the Lenders, fairly present the
consolidated financial condition of the Borrower and its Subsidiaries as at said
dates and the consolidated results of their operations and cash flows for the
periods then ended in conformity with generally accepted accounting principles
applied on a consistent basis. Neither the Borrower nor any of its Subsidiaries
has contingent liabilities which are material to it other than as indicated on
such financial statements or, with respect to future periods, on the financial
statements furnished pursuant to Section 7.5 hereof.

            Section 5.6. No Material Adverse Change. Since March 31, 1996, there
has been no change in the condition (financial or otherwise) or business
prospects of the Borrower or any Restricted Subsidiaries except those occurring
in the ordinary course of business, none of which individually or in the
aggregate have been materially adverse.

<PAGE>

            Section 5.7.  Full Disclosure. The Borrower has delivered true and
correct copies of its Articles and the Operating Agreement to the Lenders and
said Articles and Operating Agreement remain in full force and effect and have
not been revised or amended. The statements and information furnished to the
Lenders in connection with the negotiation of this Agreement and the other Loan
Documents and the commitments by the Lenders to provide all or part of the
financing contemplated hereby do not contain any untrue statements of a material
fact or omit a material fact necessary to make the material statements contained
herein or therein not misleading, the Lenders acknowledging that as to any
projections furnished to Lenders, the Borrower only represents that the same
were prepared on the basis of information and estimates the Borrower believed to
be reasonable.

            Section 5.8.  Good Title. The Borrower and its Subsidiaries each
have good and defensible title to their assets as reflected on the most recent
consolidated balance sheet of the Borrower and its Subsidiaries furnished to the
Lenders (except for sales of assets by the Borrower and its Subsidiaries in the
ordinary course of business), subject to no Liens other than such thereof as are
permitted by Section 7.12 hereof.

            Section 5.9.  Litigation and Other Controversies. There is no
litigation or governmental proceeding or labor controversy pending, nor to the
knowledge of the Borrower threatened, against the Borrower or any Subsidiary
which if adversely determined would (a) impair the validity or enforceability
of, or impair the ability of the Borrower to perform its obligations under, this
Agreement or any other Loan Document or (b) result in any material adverse
change in the financial condition, Properties, business or operations of the
Borrower or any Subsidiary.

            Section 5.10. Taxes. All tax returns required to be filed by the
Borrower or any of its Subsidiaries in any jurisdiction have, in fact, been
filed, and all taxes, assessments, fees and other governmental charges upon the
Borrower or any of its Subsidiaries or upon any of their respective Properties,
income or franchises, which are shown to be due and payable in such returns,
have been paid. The Borrower does not know of any proposed additional tax
assessment against it or its Subsidiaries for which adequate provision in
accordance with GAAP has not been made on its accounts. Adequate provisions in
accordance with GAAP for taxes on the books of the Borrower and each of its
Subsidiaries have been made for all open years, and for its current fiscal
period.

            Section 5.11. Approvals. No authorization, consent, license, or
exemption from, or filing or registration with, any court or governmental
department, agency or instrumentality, nor any approval or consent of the
members or stockholders of the Borrower or any other Person, is or will be
necessary to the valid execution, delivery or performance by the Borrower of
this Agreement or any other Loan Document.

            Section 5.12. Affiliate Transactions. Neither the Borrower nor any
of its Subsidiaries is a party to any contracts or agreements with any of its
Affiliates on terms and conditions which are less favorable to the Borrower or
such Subsidiary than would be usual and customary in similar contracts or
agreements between Persons not affiliated with each other other than management
fees payable by Hewitt Services LLC and the Parent to the Borrower.

            Section 5.13. Investment Company; Public Utility Holding Company.
Neither the Borrower nor any of its Subsidiaries is an "investment company" or a
company "controlled" by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended, or a "public utility holding
company" within the meaning of the Public Utility Holding Company Act of 1935,
as amended.

            Section 5.14. ERISA. The Borrower and each other member of its
Controlled Group has fulfilled its obligations under the minimum funding
standards of and is in compliance in all material respects with ERISA and the
Code to the extent applicable to it and has not incurred any liability to the
PBGC or a Plan under Title IV of ERISA

<PAGE>

other than a liability to the PBGC for premiums under Section 4007 of ERISA.
Neither the Borrower nor any of its Subsidiaries has any contingent liabilities
with respect to any post-retirement benefits under a Welfare Plan, other than
liability for continuation coverage described in article 6 of Title I of ERISA
and except for post-retirement benefit obligations for retiree health care
benefits estimated to be less than $2,000,000 in total as of June 30, 1995.

            Section 5.15. Compliance with Laws. The Borrower and its
Subsidiaries each are in compliance with the requirements of all federal, state
and local laws, rules and regulations applicable to or pertaining to their
Properties or business operations (including, without limitation, the
Occupational Safety and Health Act of 1970, the Americans with Disabilities Act
of 1990, and laws and regulations establishing quality criteria and standards
for air, water, land and toxic or hazardous wastes and substances)
non-compliance with any of which laws, rules or regulations could have a
material adverse effect on the financial condition, Properties, business or
operations of the Borrower or any of its Subsidiaries. Neither the Borrower nor
any of its Subsidiaries has received notice to the effect that its operations
are not in compliance with any of the requirements of applicable federal, state
or local environmental, health and safety statutes and regulations or are the
subject of any governmental investigation evaluating whether any remedial action
is needed to respond to a release of any toxic or hazardous waste or substance
into the environment, which non-compliance or remedial action could have a
material adverse effect on the financial condition, Properties, business or
operations of the Borrower or any of its Subsidiaries.

            Section 5.16. Other Agreements. Neither the Borrower nor any of its
Subsidiaries is in default under the terms of any covenant, indenture or
agreement of or affecting the Borrower, any such Subsidiary or any of their
Properties, which default if uncured would have a material adverse effect on the
financial condition, Properties, business or operations of the Borrower or any
such Subsidiary.

            Section 5.17. No Default. No Default or Event of Default has
occurred and is continuing.


Section 6.          Conditions Precedent.

            The obligation of the Lenders to make any Loan under this Agreement
is subject to the following conditions precedent:

            Section 6.1.  All Advances. As of the time of the making of each
extension of credit (including the initial extension of credit) hereunder:

               (a)  each of the representations and warranties set forth in
Section 5 hereof and in the other Loan Documents shall be true and correct as of
such time, except to the extent the same expressly relate to an earlier date;

               (b)  the Borrower shall be in full compliance with all of the
terms and conditions of this Agreement and of the other Loan Documents, and no
Default or Event of Default shall have occurred and be continuing or would occur
as a result of making such extension of credit;

               (c)  such extension of credit shall not violate any order,
judgment or decree of any court or other authority or any provision of law or
regulation applicable to the Agent or any Lender (including, without limitation,
Regulation U of the Board of Governors of the Federal Reserve System) as then in
effect; and

<PAGE>

               (d) in the case of any Letter of Credit which the Lenders in
          their discretion have agreed to have issued by the Agent pursuant
          hereto, the Agent shall have received a properly completed Application
          therefor together with the fees called for hereby.

The Borrower's request for any Loan or Letter of Credit shall constitute its
warranty as to the foregoing effects.

            Section 6.2. Initial Advance. At or prior to the making of the
initial extension of credit hereunder, the following conditions precedent shall
also have been satisfied:

               (a) the Agent shall have received the following for the account
          of the Lenders (each to be properly executed and completed) and the
          same shall have been approved as to form and substance by the Lenders:

                    (i) the Notes;

                    (ii) copies (executed or certified, as may be appropriate)
               of all legal documents or proceedings taken in connection with
               the execution and delivery of this Agreement and the other Loan
               Documents to the extent the Agent or its counsel may reasonably
               request together with certified copies of the Borrower's Articles
               and Operating Agreement; and

                    (iii) an incumbency certificate containing the name, title
               and genuine signatures of each of the Borrower's Authorized
               Representatives.

               (b) the Agent shall have received for itself the initial fees, if
          any, contemplated by Section 3.1 hereof called for hereby;

               (c) legal matters incident to the execution and delivery of this
          Agreement and the other Loan Documents and to the transactions
          contemplated hereby shall be satisfactory to each Lender and its
          counsel; and the Agent shall have received for the account of the
          Lenders the favorable written opinion of counsel for the Borrower in
          form and substance satisfactory to each Lender and its counsel;

               (d) the Agent shall have received for the account of the Lenders
          a good standing certificate for the Borrower (dated as of a date
          acceptable to the Lenders) from the office of the secretary of state
          of the state of its organization;

               (e) the Agent shall have received such other agreements,
          instruments, documents, certificates and opinions as the Agent or the
          Lenders may reasonably request.

            Section 6.3. Initial Loans; Prior Credit Agreements; Transitional
Adjustments. Concurrently with the first Loan hereunder, the commitments of the
Lenders under the Prior Credit Agreements shall be terminated and all borrowings
and other amounts outstanding under the Prior Credit Agreements shall be repaid
except for the Term Loans and for any outstanding Fixed Rate Portions and
Letters of Credit under the Prior Credit Agreements which shall automatically be
deemed to be Term Loans, Fixed Rate Portions and Letters of Credit,
respectively, outstanding hereunder. Concurrently with this Agreement becoming
effective there shall be such nonratable borrowings of Revolving Credit Loans
hereunder and repayments under the Prior Credit Agreements so that after giving
effect thereto, the percentages of all the Lenders' Revolving Credit Commitments
in use are as provided for herein; provided, however, that as to Fixed Rate
Portions outstanding on such date which, if prepaid, would require the Borrower
to

<PAGE>

make a payment under Section 2.9 hereof, then in that event and to that extent
the Borrower may defer such adjusting refunding borrowings until the end of the
Interest Period applicable to such Fixed Rate Portions and all Revolving Credit
Loans made and repaid during such deferral period shall be allocated in such a
manner so as to reduce, to the extent practical, any disparity in the percentage
of the usage of the Revolving Credit Commitments of the Lenders hereunder.

Section 7.         Covenants.

            The Borrower agrees that, so long as any credit is available to or
in use by the Borrower hereunder, except to the extent compliance in any case or
cases is waived in writing by the Required Lenders:

            Section 7.1.  Maintenance of Business. The Borrower shall, and shall
cause each of its Subsidiaries to, preserve and maintain its existence. The
Borrower shall, and shall cause each of its Subsidiaries to, preserve and keep
in force and effect all licenses, permits and franchises necessary to the proper
conduct of its business. The Borrower shall not, nor shall it permit any of its
Restricted Subsidiaries to, engage in any business activities substantially
different from its present business or any related business.

            Section 7.2.  Maintenance of Properties. The Borrower shall
maintain, preserve and keep its property, plant and equipment in good repair,
working order and condition (ordinary wear and tear excepted) and shall from
time to time make all needful and proper repairs, renewals, replacements,
additions and betterments thereto so that at all times the efficiency thereof
shall be fully preserved and maintained, and the Borrower shall cause each of
its Subsidiaries to do so in respect of Property owned or used by it.

            Section 7.3.  Taxes and Assessments. The Borrower shall duly pay and
discharge, and shall cause each of its Subsidiaries to duly pay and discharge,
all taxes, rates, assessments, fees and governmental charges upon or against it
or its Properties, in each case before the same become delinquent and before
penalties accrue thereon, unless and to the extent that the same are being
contested in good faith and by appropriate proceedings which prevent enforcement
of the matter under contest and adequate reserves are provided therefor.

            Section 7.4.  Insurance. The Borrower shall insure and keep insured,
and shall cause each of its Subsidiaries to insure and keep insured, with good
and responsible insurance companies, all insurable Property owned by it which is
of a character usually insured by Persons similarly situated and operating like
Properties against loss or damage from such hazards and risks, and in such
amounts, as are insured by Persons similarly situated and operating like
Properties; and the Borrower shall insure, and shall cause each of its
Subsidiaries to insure, such other hazards and risks (including employers' and
public liability risks) with good and responsible insurance companies as and to
the extent usually insured by Persons similarly situated and conducting similar
businesses. The Borrower shall upon request furnish to the Agent or any Lender a
certificate setting forth in summary form the nature and extent of the insurance
maintained pursuant to this Section.

            Section 7.5.  Financial Reports. The Borrower shall, and shall cause
each Subsidiary to, maintain a standard system of accounting in accordance with
GAAP and shall furnish to the Agent, each Lender and each of their duly
authorized representatives such information respecting the business and
financial condition of the Borrower and its Subsidiaries as the Agent or such
Lender may reasonably request; and without any request, shall furnish to the
Lenders:

<PAGE>

                   (a) as soon as available, and in any event within sixty (60)
         days (in the case of the first three fiscal quarters in each fiscal
         year) or ninety (90) days (in the case of the last fiscal quarter in
         each fiscal year) after the close of each quarterly accounting period
         of the Borrower, a copy of the consolidated balance sheet of the
         Borrower and its Subsidiaries as of the close of such period and the
         consolidated statements of profit and loss and cash flows of the
         Borrower and its Subsidiaries for such period, each in reasonable
         detail showing in comparative form the figures for the corresponding
         date and period in the previous fiscal year, prepared by the Borrower
         and certified to by the chief financial officer of the Borrower;

                   (b) as soon as available, and in any event within ninety (90)
         days after the close of each annual accounting period of the Borrower,
         a copy of the annual audit report for the Borrower and its Subsidiaries
         as of the close of such period with accompanying financial statements
         (including consolidated balance sheet and profit and loss and cash flow
         statements of the Borrower and its Subsidiaries for such period), and
         accompanying notes thereto, each in reasonable detail showing in
         comparative form the figures for the previous fiscal year, accompanied
         by an unqualified opinion thereon of Arthur Andersen & Co. or another
         firm of independent public accountants of recognized national standing,
         selected by the Borrower and satisfactory to the Required Lenders, to
         the effect that the financial statements have been prepared in
         accordance with GAAP and present fairly in accordance with GAAP the
         consolidated financial condition of the Borrower and its Subsidiaries
         as of the close of such fiscal year and the results of their operations
         and cash flows for the fiscal year then ended and that an examination
         of such accounts in connection with such financial statements has been
         made in accordance with generally accepted auditing standards and,
         accordingly, such examination included such tests of the accounting
         records and such other auditing procedures as were considered necessary
         in the circumstances; and

                   (c) within the period provided in subsection (b) above, the
         written statement of the accountants who certified the audit report
         thereby required that in the course of their audit they have obtained
         no knowledge of any Default or Event of Default, or, if such
         accountants have obtained knowledge of any such Default or Event of
         Default, they shall disclose in such statement the nature and period of
         the existence thereof;

                   (d) promptly after receipt thereof, any additional written
         reports, management letters or other detailed information contained in
         writing concerning significant aspects of the Borrower's or any
         Subsidiary's operations and financial affairs given to it by its
         independent public accountants; and

                   (e) promptly after knowledge thereof shall have come to the
         attention of any responsible officer of the Borrower, written notice
         of any threatened or pending litigation or governmental proceeding or
         labor controversy against the Borrower or any Subsidiary which, if
         adversely determined, would materially adversely effect the financial
         condition, Properties, business or operations of the Borrower or any
         Subsidiary, or any material adverse change in the condition (financial
         or otherwise) or operations of the Borrower or any Subsidiary, or of
         the occurrence of any Default or Event of Default hereunder.

Each of the financial statements furnished to the Bank pursuant to subsections
(a) and (b) of this Section shall be accompanied by a written certificate in the
form attached hereto as Exhibit C signed by the chief financial officer of the
Borrower to the effect that to the best of the chief financial officer's
knowledge and belief no Default or Event of Default has occurred during the
period covered by such statements or, if any such Default or Event of Default
has occurred during such period, setting forth a description of such Default or
Event of Default and specifying the action, if any, taken by the Borrower to
remedy the same. Such certificate shall also set forth the calculations
supporting such statements in respect of Sections 7.7, 7.8, 7.9, 7.11(b),
7.13(g) and 7.14 of this Agreement.

<PAGE>

             Section 7.6. Inspection. The Borrower shall, and shall cause each
of its Subsidiaries to, permit the Agent, each Lender and each of their duly
authorized representatives and agents to visit and inspect any of the
Properties, corporate books and financial records of the Borrower and each such
Subsidiary, to examine and make copies of the books of accounts and other
financial records of the Borrower and each such Subsidiary, and to discuss the
affairs, finances and accounts of the Borrower and each such Subsidiary with,
and to be advised as to the same by, its officers and independent public
accountants (and by this provision the Borrower hereby authorizes such
accountants to discuss with the Agent and such Lenders the finances and affairs
of the Borrower and of each Subsidiary) at such reasonable times and reasonable
intervals as the Agent or any such Lender may designate. Prior to the occurrence
and continuance of a Default or Event of Default hereunder, the costs and
expenses of such inspections shall be borne by the Lenders.

             Section 7.7. Funded Debt Ratio. The Borrower will, at all times,
maintain a ratio of Funded Debt of the Borrower and its Subsidiaries (determined
on a consolidated basis in accordance with GAAP) to Total Capitalization (the
"Funded Debt Ratio") of not more than .60 to 1.00 at all times through and
including September 29, 1998 and .55 to 1.00 at all times thereafter.

             Section 7.8. Owners Equity. The Borrower will, at all times, have a
Owners Equity of not less than the Minimum Required Amount. For purposes hereof,
the "Minimum Required Amount" shall mean $90,000,000 and shall increase as of
July 1, 1996 and as of the first day of each fiscal quarter of the Borrower
ending thereafter by an amount equal to 10% of positive Net Income from and
after April 1, 1996.

             Section 7.9. Funded Debt to EBITDA Ratio. The Borrower will not, as
of the last day of each fiscal quarter of the Borrower, permit the ratio of (a)
Funded Debt of the Borrower and its Subsidiaries (computed on a consolidated
basis in accordance with GAAP) as of such date to (b) EBITDA for the four fiscal
quarters of the Borrower then ended (taken as a single accounting period) (the
"Funded Debt to EBITDA Ratio") to exceed 2.50 to 1.00 at any time through and
including September 29, 1998 and 2.25 to 1.00 at any time thereafter.

             Section 7.10. Distributions. The Borrower will not during any
fiscal year declare or pay any distributions to any of its owners if at the time
of any such distribution a Default or Event of Default shall have occurred and
be continuing hereunder or would occur as a result thereof.

             Section 7.11. Funded Debt. The Borrower shall not, nor shall it
permit any Subsidiary to, issue, incur, assume, create or have outstanding any
Funded Debt; provided, however, that the foregoing provisions shall not restrict
nor operate to prevent:

                   (a)  the Obligations of the Borrower owing to the Lenders;

                   (b)  purchase money indebtedness secured by Liens permitted
         by Section 7.12(d) hereof heretofore or hereafter incurred to acquire
         fixed assets and not exceeding the purchase price of the assets
         financed and Capitalized Lease Obligations not exceeding, in aggregate
         principal amount at any one time outstanding, 20% of Owners Equity;

                   (c)  the Private Placement Indebtedness in an amount up to
         $50,000,000; and

                   (d)  currently outstanding unsecured indebtedness of the
         Borrower to NBD Bank in the amount of approximately $1,249,000 and
         indebtedness of the Subsidiaries to First Chicago and B of A under
         their

<PAGE>

separate multicurrency credit facilities aggregating $20,000,000 and extensions
and refundings (but not increases) in such indebtedness.

               Section 7.12. Liens. The Borrower shall not, nor shall it permit
any of its Subsidiaries to, create, incur or permit to exist any Lien of any
kind on any Property owned by the Borrower or any such Subsidiary; provided,
however, that this Section shall not apply to nor operate to prevent:

                    (a) Liens arising by statute in connection with worker's
               compensation, unemployment insurance, old age benefits, social
               security obligations, taxes, assessments, statutory obligations
               or other similar charges, good faith cash deposits in connection
               with tenders, contracts or leases to which the Borrower or any
               Subsidiary is a party or other cash deposits required to be made
               in the ordinary course of business, provided in each case that
               the obligation is not for borrowed money and that the obligation
               secured is not overdue or, if overdue, is being contested in good
               faith by appropriate proceedings which prevent enforcement of the
               matter under contest and adequate reserves have been established
               therefor;

                    (b) mechanics', workmen's, materialmen's, landlords',
               carriers', or other similar Liens arising in the ordinary course
               of business with respect to obligations which are not due or
               which are being contested in good faith by appropriate
               proceedings which prevent enforcement of the matter under
               contest;

                    (c) the pledge of assets for the purpose of securing an
               appeal, stay or discharge in the course of any legal proceeding,
               provided that the aggregate amount of liabilities of the Borrower
               and its Subsidiaries secured by a pledge of assets permitted
               under this subsection, including interest and penalties thereon,
               if any, shall not be in excess of $250,000 at any one time
               outstanding; and

                    (d) Liens on property of the Borrower or any of its
               Subsidiaries created solely for the purpose of securing
               indebtedness permitted by Section 7.11(b) hereof, representing or
               incurred to finance, refinance or refund the purchase price of
               Property, provided that no such Lien shall extend to or cover
               other Property of the Borrower or such Subsidiary other than the
               respective Property so acquired, and the principal amount of
               indebtedness secured by any such Lien shall at no time exceed the
               original purchase price of such Property.

               Section 7.13. Investments, Acquisitions, Loans, Advances and
Guaranties. The Borrower shall not, nor shall it permit any Subsidiary to,
directly or indirectly, make, retain or have outstanding any investments
(whether through purchase of stock or obligations or otherwise) in, or loans or
advances (other than for travel advances and other similar cash advances made to
employees in the ordinary course of business) to, any other Person, or acquire
all or any substantial part of the assets or business of any other Person or
division thereof, or be or become liable as endorser, guarantor, surety or
otherwise for any debt, obligation or undertaking of any other Person, or
otherwise agree to provide funds for payment of the obligations of another, or
supply funds thereto or invest therein or otherwise assure a creditor of another
against loss, or apply for or become liable to the issuer of a letter of credit
which supports an obligation of another, or subordinate any claim or demand it
may have to the claim or demand of any other Person; provided, however, that the
foregoing provisions shall not apply to nor operate to prevent:

                    (a) investments in direct obligations of the United States
               of America or of any agency or instrumentality thereof whose
               obligations constitute full faith and credit obligations of the
               United States of America, provided that any such obligations
               shall mature within one year of the date of issuance thereof;

<PAGE>

                    (b) investments in commercial paper rated at least P-1 by
               Moody's Investors Services, Inc. and at least A-1 by Standard &
               Poor's Corporation maturing within 270 days of the date of
               issuance thereof;

                    (c) investments in certificates of deposit issued by any
               United States commercial bank having capital and surplus of not
               less than $50,000,000 which have a maturity of one year or less
               and investments in mutual funds which invest only in short term
               government securities, certificates of deposit, high grade
               commercial paper and similar high grade money market instruments;

                    (d) endorsement of items for deposit or collection of
               commercial paper received in the ordinary course of business;

                    (e) the guaranties by the Borrower of the indebtedness of
               its Subsidiaries permitted under Section 7.11(d) hereof;

                    (f) investments, loans and advances to Hewitt Services LLC
               and Subsidiaries outstanding as of the date hereof as disclosed
               on Schedule 7.13 hereto; and

                    (g) investments, loans, advances, acquisitions and
               guarantees in addition to those otherwise permitted by this
               Section 7.13 not at any one time outstanding in excess of
               $15,000,000 (such amount to increase commencing October 1, 1996
               and on the first day of each fiscal year thereafter by an amount
               equal to 5% of Net Income for the immediately preceding fiscal
               year), provided however, that this subsection (g) shall not
               permit any additional investments, loans or advances to Overlook
               Associates, the Parent or Hewitt Services LLC.

In determining the amount of investments, acquisitions, loans, advances and
guarantees permitted under this Section, investments and acquisitions shall
always be taken at the original cost thereof (regardless of any subsequent
appreciation or depreciation therein), loans and advances shall be taken at the
principal amount thereof then remaining unpaid, and guarantees shall be taken at
the amount of obligations guaranteed thereby.

               Section 7.14. Operating Leases. The Borrower shall not, nor shall
it permit any Subsidiary to, acquire the use or possession of any Property under
a lease or similar arrangement, whether or not the Borrower or any Subsidiary
has the express or implied right to acquire title to or purchase such Property,
at any time if, after giving effect thereto, the aggregate amount of fixed
rentals and other consideration payable by the Borrower and its Subsidiaries
under all such leases and similar arrangements would exceed seven percent of the
Borrower's revenues (as determined in accordance with GAAP) for such fiscal year
during any fiscal year of the Borrower.

               Section 7.15. Mergers, Consolidations and Sales. The Borrower
shall not, nor shall it permit any Restricted Subsidiary to, be a party to any
merger or consolidation, or during any fiscal year sell, transfer, lease or
otherwise dispose of (whether in a single transaction or in multiple
transactions) all or any substantial part of its Property, including any
disposition of Property as part of a sale and leaseback transaction, or in any
event sell or discount (with or without recourse) any of its notes or accounts
receivable. The term "substantial" as used herein shall mean with reference to
any transaction after giving effect to all prior transactions of the type
covered hereby during the same fiscal year, an amount equal to 5% of the Owners
Equity of the Borrower and its Subsidiaries as of the last day of the
immediately preceding fiscal year computed on a consolidated basis in accordance
with GAAP.

<PAGE>

             Section 7.16.  Maintenance of Subsidiaries. The Borrower shall not,
nor shall it permit any Restricted Subsidiary to, issue, assign, sell or
transfer, any shares of capital stock of a Restricted Subsidiary; provided that
the foregoing shall not operate to prevent the issuance, sale and transfer to
any person of any shares of capital stock of a Restricted Subsidiary solely for
the purpose of qualifying, and to the extent legally necessary to qualify, such
person as a director of such Restricted Subsidiary.

             Section 7.17.  ERISA. The Borrower shall, and shall cause each of
its Subsidiaries to, promptly pay and discharge all obligations and liabilities
arising under ERISA of a character which if unpaid or unperformed might result
in the imposition of a Lien against any of its Properties. The Borrower shall,
and shall cause each of its Subsidiaries to, promptly notify the Agent and each
Lender of (i) the occurrence of any reportable event (as defined in ERISA) with
respect to a Plan, (ii) receipt of any notice from the PBGC of its intention to
seek termination of any Plan or appointment of a trustee therefor, (iii) its
intention to terminate or withdraw from any Plan, and (iv) the occurrence of any
event with respect to any Plan which would result in the incurrence by the
Borrower or any such Subsidiary of any material liability, fine or penalty, or
any material increase in the contingent liability of the Borrower or any such
Subsidiary with respect to any post-retirement Welfare Plan benefit.

             Section 7.18.  Compliance with Laws. The Borrower shall, and shall
cause each of its Subsidiaries to, comply in all respects with the requirements
of all federal, state and local laws, rules, regulations, ordinances and orders
applicable to or pertaining to their Properties or business operations,
non-compliance with which could have a material adverse effect on the financial
condition, Properties, business or operations of the Borrower or any such
Subsidiary or could result in a Lien upon any of their Property except as
permitted under Section 7.12 hereof.

             Section 7.19.  Burdensome Contracts With Affiliates. The Borrower
shall not, nor shall it permit any Subsidiary to, enter into any contract,
agreement or business arrangement with any of its Affiliates (other than with
Wholly-Owned Subsidiaries) or the Parent on terms and conditions which are less
favorable to the Borrower or such Subsidiary than would be usual and customary
in similar contracts, agreements or business arrangements between Persons not
affiliated with each other other than management fees payable by Hewitt Services
LLC and the Parent to the Borrower.

             Section 7.20.  No Changes in Fiscal Year. The Borrower shall not,
nor shall it permit any Subsidiary to, change its fiscal year from its present
basis without the prior written consent of the Required Lenders.

             Section 7.21.  Amendments to Articles and Operating Agreement. The
Borrower shall not amend or modify its Articles or Operating Agreement in any
manner which might materially and adversely affect the rights of the Lenders or
any holder of the Notes hereunder (it being agreed that amendments for the
purpose of admitting additional members, or reflecting deaths, retirements,
resignations, withdrawals or removals of members will not be deemed to have such
an adverse effect and amendments permitting members to incorporate and such
corporations to become members of the Borrower shall not be deemed to have such
an adverse effect).

Section 8.              Events of Default and Remedies.

             Section 8.1.  Events of Default. Any one or more of the following
shall constitute an "Event of Default" hereunder:

<PAGE>

               (a) default for a period of ten days in the payment when due of
          all or any part of the principal of or interest on any Note (whether
          at the stated maturity thereof or at any other time provided for in
          this Agreement) or of any fee or other Obligation payable by the
          Borrower hereunder or under any other Loan Document; or

               (b) default in the observance or performance of any covenant set
          forth in Sections 7.7, 7.8, 7.9, 7.10, 7.17 or 7.21 hereof; or

               (c) default in the observance or performance of any other
          provision hereof or of any other Loan Document which is not remedied
          within thirty (30) days after the earlier of (i) the date on which
          such failure shall first become known to any officer of the Borrower
          or (ii) written notice thereof is given to the Borrower by the Agent
          or any Lender; or

               (d) any representation or warranty made by the Borrower herein or
          in any other Loan Document, or in any statement or certificate
          furnished by it pursuant hereto or thereto, or in connection with any
          extension of credit made hereunder, proves untrue in any material
          respect as of the date of the issuance or making thereof and shall not
          be made good within thirty days after notice thereof to the Borrower
          by the Agent or any Lender; or

               (e) default shall occur under any evidence of Funded Debt issued,
          assumed or guaranteed by the Borrower or any Subsidiary aggregating
          $10,000,000 or more or under any indenture, agreement or other
          instrument under which the same may be issued, and such default shall
          continue for a period of time sufficient to permit the acceleration of
          the maturity of any such Funded Debt (whether or not such maturity is
          in fact accelerated) or any such Funded Debt shall not be paid when
          due (whether by lapse of time, acceleration or otherwise); or

               (f) any judgment or judgments, writ or writs, or warrant or
          warrants of attachment, or any similar process or processes in an
          aggregate amount in excess of $250,000 shall be entered or filed
          against the Borrower or any Subsidiary or against any of their
          Property and which remains unvacated, unbonded, unstayed or
          unsatisfied for a period of sixty (60) days; or

               (g) the Borrower or any member of its Controlled Group shall fail
          to pay when due an amount or amounts aggregating in excess $50,000
          which it shall have become liable to pay to the PBGC or to a Plan
          under Title IV of ERISA; or notice of intent to terminate a Plan or
          Plans having aggregate Unfunded Vested Liabilities in excess of
          $50,000 (collectively, a "Material Plan") shall be filed under Title
          IV of ERISA by the Borrower or any other member of its Controlled
          Group, any plan administrator or any combination of the foregoing; or
          the PBGC shall institute proceedings under Title IV of ERISA to
          terminate or to cause a trustee to be appointed to administer any
          Material Plan or a proceeding shall be instituted by a fiduciary of
          any Material Plan against the Borrower or any member of its Controlled
          Group to enforce Section 515 or 4219(c)(5) of ERISA and such
          proceeding shall not have been dismissed within thirty (30) days
          thereafter; or a condition shall exist by reason of which the PBGC
          would be entitled to obtain a decree adjudicating that any Material
          Plan must be terminated; or

               (h) dissolution or termination of the existence of the Borrower
          or any Restricted Subsidiary; or (i) the Borrower or any Subsidiary
          shall (i) have entered involuntarily against it an order for relief
          under the United States Bankruptcy Code, as amended, (ii) not pay, or
          admit in writing its inability to pay, its

<PAGE>

          debts generally as they become due, (iii) make an assignment for the
          benefit of creditors, (iv) apply for, seek, consent to, or acquiesce
          in, the appointment of a receiver, custodian, trustee, examiner,
          liquidator or similar official for it or any substantial part of its
          Property, (v) institute any proceeding seeking to have entered against
          it an order for relief under the United States Bankruptcy Code, as
          amended, to adjudicate it insolvent, or seeking dissolution, winding
          up, liquidation, reorganization, arrangement, adjustment or
          composition of it or its debts under any law relating to bankruptcy,
          insolvency or reorganization or relief of debtors or fail to file an
          answer or other pleading denying the material allegations of any such
          proceeding filed against it, or (vi) fail to contest in good faith any
          appointment or proceeding described in Section 8.1(k) hereof; or

               (j) a custodian, receiver, trustee, examiner, liquidator or
          similar official shall be appointed for the Borrower or any Subsidiary
          or any substantial part of any of their Property, or a proceeding
          described in Section 8.1(j)(v) shall be instituted against the
          Borrower or any Subsidiary, and such appointment continues
          undischarged or such proceeding continues undismissed or unstayed for
          a period of ninety (90) days.

             Section 8.2.  Non-Bankruptcy Defaults. When any Event of Default
described in subsection (a) through (h), both inclusive, of Section 8.1 has
occurred and is continuing, the Agent shall, upon the request of the Required
Lenders, by notice to the Borrower, take one or more of the following actions:

               (a) terminate the obligations of the Lenders to extend any
          further credit hereunder on the date (which may be the date thereof)
          stated in such notice;

               (b) declare the principal of and the accrued interest on the
          Notes to be forthwith due and payable and thereupon the Notes,
          including both principal and interest and all fees, charges and other
          Obligations payable hereunder and under the other Loan Documents,
          shall be and become immediately due and payable without further
          demand, presentment, protest or notice of any kind; and

               (c) enforce any and all rights and remedies available to it under
          the Loan Documents or applicable law.

             Section 8.3.  Bankruptcy Defaults. When any Event of Default
described in subsection (i) or (j) of Section 8.1 has occurred and is
continuing, then the Notes, including both principal and interest, and all fees,
charges and other Obligations payable hereunder and under the other Loan
Documents, shall immediately become due and payable without presentment, demand,
protest or notice of any kind, and the obligations of the Lenders to extend
further credit pursuant to any of the terms hereof shall immediately terminate.
In addition, the Agent may exercise any and all remedies available to it under
the Loan Documents or applicable law.

             Section 8.4.  Collateral for Undrawn Letters of Credit. When any
Event of Default, other than an Event of Default described in subsection (i) or
(j) of Section 8.1, has occurred and is continuing, the Borrower shall, upon
demand of the Agent (which demand shall be made upon the request of the Required
Lenders), and when any Event of Default described in subsection (i) or (j) of
Section 8.1 has occurred the Borrower shall, without notice or demand from the
Agent, immediately pay to the Agent the full amount of each Letter of Credit
then outstanding, the Borrower agreeing to immediately make such payment and
acknowledging and agreeing that the Bank would not have an adequate remedy at
law for failure of the Borrower to honor any such demand and that the Agent and
the Lenders shall have the right to require the Borrower to specifically perform
such undertaking whether or not any draws have been made under any such Letters
of Credit. The Agent shall hold all such funds and proceeds thereof as
additional collateral security for the obligations of the Borrower to the
Lenders and Agent hereunder.

<PAGE>

Article 9.               The Agent

             Section 9.1. Appointment and Authorization. Each Lender hereby
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers hereunder and under the other Loan Documents as are
designated to the Agent by the terms hereof and thereof together with such
powers as are reasonably incidental thereto. The Agent may resign at any time by
sending twenty (20) days prior written notice to the Borrower and the Lenders
and may be removed by the Required Lenders upon twenty (20) days prior written
notice to the Companies and the Lenders. In the event of any such resignation or
removal the Required Lenders may appoint a new agent after consultation with the
Borrower, which shall succeed to all the rights, powers and duties of the Agent
hereunder and under the other Loan Documents. Any resigning or removed Agent
shall be entitled to the benefit of all the protective provisions hereof with
respect to its acts as an agent hereunder, but no successor Agent shall in any
event be liable or responsible for any actions of its predecessor. If the Agent
resigns or is removed and no successor is appointed, the rights and obligations
of such Agent shall be automatically assumed by the Required Lenders and the
Borrower shall be directed to make all payments due each Lender hereunder
directly to such Lender.

             Section 9.2. Rights as a Lender. The Agent has and reserves all of
the rights, powers and duties hereunder and under the other Loan Documents as
any Lender may have and may exercise the same as though it were not the Agent
and the terms "Lender" or "Lenders" as used herein and in all of such documents
shall, unless the context otherwise expressly indicates, include the Agent in
its individual capacity as a Lender.

             Section 9.3. Standard of Care. The Lenders acknowledge that they
have received and approved copies of the Loan Documents and such other
information and documents concerning the transactions contemplated and financed
hereby as they have requested to receive and/or review. The Agent makes no
representations or warranties of any kind or character to the Lenders with
respect to the validity, enforceability, genuineness, perfection, value, worth
or collectibility hereof or of the Obligations or the other Loan Documents.
Neither the Agent nor any director, officer, employee, agent or representative
thereof (including any security trustee therefor) shall in any event be liable
for any clerical errors or errors in judgment, inadvertence or oversight, or for
action taken or omitted to be taken by it or them hereunder or under the other
Loan Documents or in connection herewith or therewith except for its or their
own gross negligence or willful misconduct. The Agent shall incur no liability
under or in respect of this Agreement or the other Loan Documents by acting upon
any notice, certificate, warranty, instruction or statement (oral or written) of
anyone (including anyone in good faith believed by it to be authorized to act on
behalf of the Borrower), unless it has actual knowledge of the untruthfulness of
same. The Agent may execute any of its duties hereunder by or through employees,
agents, and attorneys-in-fact and shall not be answerable to the Lenders for the
default or misconduct of any such agents or attorneys-in-fact selected with
reasonable care. The Agent shall be entitled to advice of counsel concerning all
matters pertaining to the agencies hereby created and its duties hereunder, and
shall incur no liability to anyone and be fully protected in acting upon the
advice of such counsel. The Agent shall be entitled to assume that no Default or
Event of Default exists unless notified to the contrary by a Lender. The Agent
shall in all events be fully protected in acting or failing to act in accord
with the instructions of the Required Lenders. Upon the occurrence of an Event
of Default hereunder, the Agent shall take such action as it shall be directed
to take by the Required Lenders but unless and until the Required Lenders have
given such direction the Agent shall take or refrain from taking such actions as
it deems appropriate and in the best of interest of all Lenders. The Agent shall
in all cases be fully justified in failing or refusing to act hereunder unless
it shall be indemnified to its satisfaction by the Lenders against any and all
liability and expense which may be incurred by the Agent by reason of taking or
continuing to take any such action. The Agent may treat the owner of any Note as
the holder thereof until written notice of transfer shall have been filed with
the Agent signed by such owner in form satisfactory to the Agent. Each Lender
acknowledges that it has independently and without reliance on the Agent or any
other Lender and based upon such information, investigations and inquiries as it

<PAGE>

deems appropriate made its own credit analysis and decision to extend credit to
the Borrower. It shall be the responsibility of each Lender to keep itself
informed as to the creditworthiness of the Borrower and the Agent shall have no
liability to any Lender with respect thereto.

             Section 9.4.  Costs and Expenses. Each Lender agrees to reimburse
the Agent for all costs and expenses suffered or incurred by the Agent in
performing its duties hereunder and under the other Loan Documents, or in the
exercise of any right or power imposed or conferred upon the Agent hereby or
thereby, to the extent that the Agent is required to be but is not promptly
reimbursed for same by the Borrower, all such costs and expenses to be borne by
the Lenders ratably in accordance with the amounts of their respective
Commitments.

             Section 9.5.  Indemnity. The Lenders, shall ratably indemnify and
hold the Agent, and its directors, officers, employees, agents and
representatives (including as such any security trustee therefor) harmless from
and against any liabilities, losses, costs and expenses suffered or incurred by
them hereunder or under the Loan Documents or in connection with the
transactions contemplated hereby or thereby, regardless of when asserted or
arising, except to the extent they are promptly reimbursed for the same by the
Borrower and except to the extent that any event giving rise to a claim was
caused by the gross negligence or willful misconduct of the party seeking to be
indemnified.


Section 10.              Miscellaneous.

             Section 10.1. Holidays. If any payment hereunder becomes due and
payable on a day which is not a Business Day, the due date of such payment shall
be extended to the next succeeding Business Day on which date such payment shall
be due and payable. In the case of any payment of principal falling due on a day
which is not a Business Day, interest on such principal amount shall continue to
accrue during such extension at the rate per annum then in effect, which accrued
amount shall be due and payable on the next scheduled date for the payment of
interest.

             Section 10.2. No Waiver, Cumulative Remedies. No delay or failure
on the part of any Lender or on the part of holder of any of the Obligations in
the exercise of any power or right shall operate as a waiver thereof or as an
acquiescence in any default, nor shall any single or partial exercise of any
power or right preclude any other or further exercise thereof or the exercise of
any other power or right. The rights and remedies hereunder of the Lenders and
of the holder of any of the Obligations are cumulative to, and not exclusive of,
any rights or remedies which any of them would otherwise have.

             Section 10.3. Waivers, Modifications and Amendments. Any provision
hereof or of the other Loan Documents may be amended, modified, waived or
released and any Default or Event of Default and its consequences may be
rescinded and annulled upon the written consent of the Required Lenders;
provided, however, that without the consent of all Lenders no such amendment,
modification or waiver shall increase the amount or extend the terms of any
Lender's Commitment or reduce the interest rate applicable to or extend the
maturity of any Obligation owed to it or reduce the amount of the fees to which
it is entitled hereunder or change this Section or change the definition of
"Required Lenders" or change the number of Lenders required to take any action
hereunder or under any of the other Loan Documents. No amendment, modification
or waiver of the Agent's protective provisions shall be effective without the
prior written consent of the Agent.

             Section 10.4. Costs and Expenses. The Borrower agrees to pay on
demand the costs and expenses of the Lenders in connection with the negotiation,
preparation, execution and delivery of this Agreement, the other Loan Documents
and the other instruments and documents to be delivered hereunder or thereunder,
and in connection with the transactions contemplated hereby or thereby, and in
connection with any consents hereunder or waivers or

<PAGE>

amendments hereto or thereto, including the fees and expenses of counsel for
each Lender, with respect to all of the foregoing (whether or not the
transactions contemplated hereby are consummated). The Borrower further agrees
to pay to Agent and the Lenders or any other holders of Obligations all costs
and expenses (including court costs and attorneys' fees), if any, incurred or
paid by the Agent, the Lenders or any other holders of the Obligations in
connection with any Default or Event of Default or in connection with the
enforcement of this Agreement or any of the other Loan Documents or any other
instrument or document delivered hereunder or thereunder. The provisions of this
Section and the protective provisions of Section 2 hereof shall survive payment
of the Obligations.

             Section 10.5. Documentary Taxes. The Borrower agrees to pay on
demand any documentary, stamp or similar taxes payable in respect of this
Agreement, or any other Loan Document, including interest and penalties, in the
event any such taxes are assessed, irrespective of when such assessment is made
and whether or not any credit is then in use or available hereunder.

             Section 10.6. Survival of Representations. All representations and
warranties made herein or in any of the other Loan Documents or in certificates
given pursuant hereto or thereto shall survive the execution and delivery of
this Agreement, the Notes and the other Loan Documents, and shall continue in
full force and effect with respect to the date as of which they were made as
long as any credit is in use or available hereunder.

             Section 10.7. Survival of Indemnities. All indemnities and other
provisions relative to reimbursement to the Agent and the Lenders of amounts
sufficient to protect the yield of the Lenders with respect to the Loans,
including, but not limited to, Sections 1.3, 2.7, and 2.9 hereof, shall survive
the termination of this Agreement and the payment of the Obligations.

             Section 10.8. Notices. Except as otherwise specified herein, all
notices hereunder shall be in writing (including cable, telecopy or telex) and
shall be given to the relevant party at its address, telecopier number or telex
number set forth below, in the case of the Borrower, or on the appropriate
signature page hereof, in the case of the Lenders and the Agent, or such other
address, telecopier number or telex number as such party may hereafter specify
by notice to the Agent and the Borrower given by United States certified or
registered mail, by telecopy or by other telecommunication device capable of
creating a written record of such notice and its receipt. Notices hereunder to
the Borrower shall be addressed to:

                 Hewitt Associates LLC
                 100 Half Day Road
                 Lincolnshire, Illinois  60069
                 Attention:       Mr. Dan DeCanniere
                 Telephone:       (847) 295-5000
                 Telecopy:        (847) 295-9127
                 Telex:   n/a

Each such notice, request or other communication shall be effective (i) if given
by telecopier, when such telecopy is transmitted to the telecopier number
specified in this Section and a confirmation of such telecopy has been received
by the sender, (ii) if given by telex, when such telex is transmitted to the
telex number specified in this Section and the answer back is received by
sender, (iii) if given by mail, five (5) days after such communication is
deposited in the mail, certified or registered with return receipt requested,
addressed as aforesaid or (iv) if given by any other means, when delivered at
the addresses specified in this Section; provided that any notice given pursuant
to Section 1 or Section 2 hereof shall be effective only upon receipt.

<PAGE>

                SECTION 10.9.    PERSONAL JURISDICTION.

     (A) EXCLUSIVE JURISDICTION. EXCEPT AS PROVIDED IN SUBSECTION (B), THE
AGENT, THE LENDERS AND THE BORROWER AGREE THAT ALL DISPUTES THEN ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG
THEM IN CONNECTION WITH THIS AGREEMENT, AND WHETHER ARISING IN CONTRACT, TORT,
EQUITY, OR OTHERWISE, SHALL BE RESOLVED ONLY BY STATE OR FEDERAL COURTS LOCATED
IN COOK COUNTY, ILLINOIS, BUT EACH OF THE AGENT, LENDERS AND THE BORROWER
ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT
LOCATED OUTSIDE OF COOK COUNTY, ILLINOIS. THE BORROWER WAIVES IN ALL DISPUTES
ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE
DISPUTE.

     (B) OTHER JURISDICTIONS. THE BORROWER AGREES THAT THE AGENT AND THE LENDERS
EACH SHALL HAVE THE RIGHT TO PROCEED AGAINST THE BORROWER OR ITS PROPERTY IN A
COURT IN ANY LOCATION TO ENABLE THE AGENT AND THE LENDERS EACH TO REALIZE ON
SUCH PROPERTY, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF
THE AGENT OR ANY LENDER. THE BORROWER AGREES THAT IT SHALL NOT ASSERT ANY
PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING BROUGHT IN ACCORDANCE WITH THIS
PROVISION BY THE AGENT OR ANY LENDER TO REALIZE ON SUCH PROPERTY, OR TO ENFORCE
A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE BANK. THE BORROWER WAIVES ANY
OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH THE AGENT OR
ANY LENDER HAS COMMENCED A PROCEEDING DESCRIBED IN THIS SUBSECTION.

     SECTION 10.10. WAIVER OF JURY TRIAL. THE BORROWER, THE AGENT AND THE
LENDERS EACH WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN THE AGENT OR
ANY LENDER AND THE BORROWER ARISING OUT OF, CONNECTED WITH, RELATED TO OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED
IN CONNECTION THEREWITH OR THE TRANSACTIONS RELATED THERETO. THE BORROWER, THE
AGENT AND THE LENDERS EACH HEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND
THAT ANY OF THEM MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT
WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE
WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

      Section 10.11. Construction. The parties hereto acknowledge and agree that
this Agreement and the other Loan Documents shall not be construed more
favorably in favor of one than the other based upon which party drafted the
same, it being acknowledged that all parties hereto contributed substantially to
the negotiation of this Agreement and the other Loan Documents.

     Section 10.12. Headings. Section headings used in this Agreement are for
convenience of reference only and are not a part of this Agreement for any other
purpose.

     Section 10.13. Severability of Provisions. Any provision of this Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such

<PAGE>

provision in any other jurisdiction. All rights, remedies and powers provided in
this Agreement and the other Loan Documents may be exercised only to the extent
that the exercise thereof does not violate any applicable mandatory provisions
of law, and all the provisions of this Agreement and the other Loan Documents
are intended to be subject to all applicable mandatory provisions of law which
may be controlling and to be limited to the extent necessary so that they will
not render this Agreement or the other Loan Documents invalid or unenforceable.

             Section 10.14. Counterparts. This Agreement may be executed in any
number of counterparts, and by different parties hereto on separate counterpart
signature pages, and all such counterparts taken together shall be deemed to
constitute one and the same instrument.

             Section 10.15. Binding Nature, Governing Law, Etc. This Agreement
shall be binding upon the Borrower and its successors and assigns, and shall
inure to the benefit of the Agent and the Lenders and the benefit of their
successors and assigns, including any subsequent holder of an interest in the
Obligations. This Agreement and the rights and duties of the parties hereto
shall be governed by, and construed in accordance with, the internal laws of the
State of Illinois without regard to principles of conflicts of laws. The
Borrower may not assign its rights hereunder without the written consent of the
Lenders.

             Section 10.16. Entire Understanding. This Agreement together with
the other Loan Documents constitute the entire understanding of the parties with
respect to the subject matter hereof and any prior agreements, whether written
or oral, with respect thereto are superseded hereby except for prior
understandings related to fees payable to the Agent upon the initial closing of
the transactions contemplated hereby.

             Section 10.17. Participations. Any Lender may grant participations
in its extensions of credit hereunder to any other Lender or other lending
institution (a "Participant") provided that (i) no Participant shall thereby
acquire any direct rights under this Agreement, (ii) no Lender shall agree with
a Participant not to exercise any of s-uch Lender's rights hereunder without the
consent of such Participant except for rights which under the terms hereof may
only be exercised by all Lenders and (iii) no sale of a participation in
extensions of credit shall in any manner relieve the selling Lender of its
obligations hereunder.

<PAGE>

     Upon your acceptance hereof in the manner hereinafter set forth, this
Agreement shall constitute a contract among us for the uses and purposes
hereinabove set forth.

     Dated as of this 28th day of May, 1996.

                                                    Hewitt Associates LLC


                                                    By    /s/ John M. Ryan
                                                          John M. Ryan
                                                          Its Principal

<PAGE>

     Accepted and Agreed to at Chicago, Illinois as of the day and year last
above written.

     Each of the Lenders hereby agrees with each other Lender that if it should
receive or obtain any payment (whether by voluntary payment, by realization upon
collateral, by the exercise of rights of setoff or Lender's lien, by
counterclaim or cross action, or by the enforcement of any rights under this
Agreement, any of the other Loan Documents or otherwise) in respect of the
Obligations in a greater amount than such Lender would have received had such
payment been made to the Agent and been distributed among the Lenders as
contemplated by Section 3.4 hereof then in that event the Lender receiving such
disproportionate payment shall purchase for cash without recourse from the other
Lenders an interest in the obligations of the Borrower to such Lenders in such
amount as shall result in a distribution of such payment as contemplated by
Section 3.4 hereof. In the event any payment made to a Lender and shared with
the other Lenders pursuant to the provisions hereof is ever recovered from such
Lender, the Lenders receiving a portion of such payment hereunder shall restore
the same to the payor Lender, but without interest.

Address and Amount and Percentage of Commitments:

111 West Monroe Street
Chicago, Illinois  60690                         Harris Trust and Savings Bank,
Attention:  Mr. John Smart                        individually and as Agent
Telephone:  (312) 461-6022
Telecopier:  (312) 461-2591
                                                 By  /s/ John Juart
Telex:  n/a                                          Its Vice President

Revolving Credit Commitment:
$30,000,000                                      Lending Office:
(42.85714286%)                                   111 West Monroe Street
                                                 Chicago, Illinois  60603
Term Credit Commitment:
$10,000,000
(33.33333334%)

<PAGE>

2850 West Golf Road                                 Bank of America Illinois
Rolling Meadows, Illinois  60008
Attention:  Mr. Richard Kerbis
Telephone:  (847) 952-1110                          By /s/ Daniel Lange
Telecopier: (847) 952-1136                             Its Vice President
Telex:  n/a

Revolving Credit Commitment:                        Lending Office:
$30,000,000                                         231 South LaSalle Street
(42.85714286%)                                      Chicago, Illinois  60697

Term Credit Commitment:
$10,000,000
(33.33333333%)

One First National Plaza - 14th Floor               NBD Bank
Chicago, Illinois  60670
Attention:  Ms. Jenny Gilpin
Telephone:  (312) 732-5867                          By /s/ Michael A. Risel
Telecopier: (312) 732-5161                             Its First Vice President
Telex:  n/a

Revolving Credit Commitment:                        Lending Office:
$10,000,000                                         One First National Plaza
(14.28571428%)                                      Chicago, Illinois  60670

Term Credit Commitment:
$10,000,000
(33.33333333%)

<PAGE>

                              Hewitt Associates LLC
             First Amendment to Revolving and Term Credit Agreement

Harris Trust and Savings Bank
Bank of America National Trust and Savings Association,
     successor by merger to Bank of America Illinois
NBD Bank
NationsBank, N.A.

Ladies and Gentlemen:

     The undersigned, Hewitt Associates LLC, an Illinois limited liability
company (the "Company"), refers to the Revolving and Term Credit Agreement dated
as of May 28, 1996, currently in effect between the Company and the Lenders
party thereto (the "Credit Agreement"). All capitalized terms used herein
without definition shall have the same meanings herein as such terms have in the
Credit Agreement.

     The Company and the Lenders wish to amend the Credit Agreement to (i)
remove NBD Bank as a Lender and add NationsBank, N.A. as a Lender, (ii)
eliminate a covenant by the Borrower and (iii) make certain other amendments to
the Credit Agreement, all on the terms and conditions set forth in this
agreement (herein, the "Amendment").

1.   Removal of NBD Bank and Replacement By Nationsbank, N.A.

     Upon satisfaction of the conditions precedent set forth in Section 3
hereof, NBD Bank (hereinafter referred to as the "Departing Lender") shall cease
to be a Lender under the Credit Agreement and shall have no rights or
obligations (including its Commitments) thereunder. In replacement of the
Departing Lender, NationsBank, N.A. (the "New Lender") shall be deemed a Lender
signatory to the Credit Agreement and shall have all the rights, benefits,
duties and obligations of a Lender under the Credit Agreement and the Loan
Documents. The parties hereto (i) consent to such termination of the Departing
Lender's Commitments, (ii) consent to such replacement by the New Lender and
(iii) agree that all references in the Credit Agreement and any other instrument
or document related or supplementary thereto to the Lenders or any Lender shall
replace the Departing Lender with the New Lender.

2.   Amendments.

     Upon satisfaction of the conditions precedent set forth in Section 3
hereof, the Credit Agreement shall be and hereby are amended as follows:

<PAGE>

           (a) All references in the Credit Agreement (including the signature
page and all Exhibits thereto) to the Departing Lender shall be stricken and
replaced with corresponding references to the New Lender.

           (b) The amount of the New Lender's Revolving Credit Commitment and
corresponding percentage with respect to the total Revolving Credit Commitment
deemed to be set forth opposite its name on its signature page to the Credit
Agreement as amended shall be $10,000,000 (14.28571428%).

           (c) The amount of the New Lender's Term Credit Commitment and
corresponding percentage with respect to the total Term Credit Commitment deemed
to be set forth opposite its name on its signature page to the Credit Agreement
as amended shall be $10,000,000 (33.33333333%).

           (d) The following mailing address and contact information shall be
deemed to appear on the New Lender's signature page in the Credit Agreement as
amended:

               NationsBank, N.A.
               233 South Wacker Drive, Suite 2800
               Chicago, Illinois 60606
               Attention:  Robert Allendorf
               Telephone:  (312) 234-5622
               Telecopier: (312) 234-5619
               Telex:  N/A

           (e) The following address for the New Lender's lending office shall
be deemed to appear on the New Lender's signature page in the Credit Agreement
as amended:

               Lending Office:
               101 North Tryon Street
               Charlotte, North Carolina 28255

           (f) Section 7.14 is hereby amended and restated in its entirety and
as so amended shall be restated to read as follows:

      "Section 7.14.  [Intentionally Omitted]."

           (g) Schedule 5.2 is hereby amended and restated in its entirety and
as so amended shall be restated to read as set forth on Exhibit A hereto.

                                        2

<PAGE>

3.       Conditions Precedent.

         The effectiveness of this Amendment is subject to satisfaction of all
of the following conditions precedent:

         (a)  The Agent has received counterparts hereof signed by the Company,
the Lenders, the New Lender and the Departing Lender.

         (b)  The Agent shall have received for delivery to the New Lender (i)
a new Revolving Credit Note and (ii) a new Term Loan Note; in each case payable
to the order of the New Lender in the face principal amount of $10,000,000, such
new Revolving Credit Note and Term Loan Note to constitute (i) "New Notes"
hereunder and (ii) "Notes" for all purposes of the Credit Agreement upon the
Agent's receipt of the same.

         (c)  The Agent shall have received, for return to the Company, the
existing Revolving Credit Note and Term Loan Note heretofore issued to the
Departing Lender.

         (d)  The Company shall have paid to the Departing Lender all accrued
and unpaid interest and fees through but not including January 30, 1998.

         (e)  All legal matters incident to the execution and delivery of this
Amendment and the instruments and documents contemplated hereby shall be
satisfactory to the Lenders and their counsel; and the Agent shall have received
(with a signed copy for each Lender) the signed Certificate of the Secretary of
the Company, dated the date hereof, certifying (i) a true and correct copy of
resolutions adopted by the management of the Company authorizing or ratifying
the execution, delivery and performance of the Credit Agreement as amended by
this Amendment and the other instruments and documents called for above and
authorizing the issuance by the Company of the New Notes and (ii) the incumbency
and specimen signatures of officers of the Company executing the documents
referred to in clause (i) above and any other documents delivered to the Agent
in connection with this Amendment.

4.       Representations.

         The Company hereby represents and warrants to the Agent and the Lenders
(including the New Lender) that as of the date hereof:

              (a)  no Default and no Event of Default shall have occurred or be
         continuing on such date or would result from the effectiveness of this
         First Amendment;

              (b)  all representations and warranties on the part of the Company
         contained in the Loan Documents are true and correct in all material
         respects at and as of such date as though

                                       3

<PAGE>

         made on and as of such date (except to the extent that such
         representations and warranties relate solely to an earlier date or as
         to matters previously disclosed to the Lenders); and

                   (c) all conditions to making a Loan listed in Section 6.1 of
         the Credit Agreement are and shall remain satisfied as of such date,
         whether or not any Loan is then requested or made.

5.       Miscellaneous.

           (a) Upon satisfaction of all of the conditions precedent set forth in
Section 3 hereof, the Agent shall return to the Company the Revolving Credit
Note and the Term Loan Note received by the Agent pursuant to Section 3(c)
hereof (after the Agent shall have marked the same as "Replaced" or "Canceled"
or marked with words of similar import).

           (b) Except as specifically amended hereby, all of the terms,
conditions and provisions of the Credit Agreement shall stand and remain
unchanged and in full force and effect. No reference to this Amendment need be
made in any instrument or document at any time referring to the Credit
Agreement, a reference to the Credit Agreement in any of such items to be deemed
to be a reference to the Credit Agreement as amended hereby.

           (c) The Company agrees to pay on demand all reasonable out-of-pocket
costs and expenses of the Agent incurred in connection with the negotiation,
preparation, execution and/or delivery of this Amendment and the other
instruments or documents contemplated hereby or to be delivered hereunder. This
Amendment may be executed in counterparts and by separate parties hereto on
separate counterparts, each to constitute an original but all to constitute but
one and the same instrument. This Amendment shall be governed by, and construed
in accordance with, the internal laws of the State of Illinois.

           (d) By signing below, each Lender hereby agrees that NationsBank,
N.A.  shall be deemed a Lender under the Credit Agreement.


                           [Signature Pages to Follow]

                                       4

<PAGE>

  Dated as of this 30th day of January, 1998.

                                                  Hewitt Associates LLC




                                                  By   /s/ John M. Ryan
                                                       Its Principal

  Accepted and agreed to as of January 30th, 1998.

                                                  Harris Trust and Savings Bank,
                                                      individually and as Agent

                                                  By /s/ Stephen Whiter
                                                       Its Vice President

                                                  Bank of America National Trust
                                                      and Savings Association,
                                                      successor by merger to
                                                      Bank of America Illinois

                                                  By  /s/ Michael Malone
                                                      Its Vice President

                                                  NBD Bank as Departing Lender


                                                  By   /s/ John Kron
                                                       Its Senior Vice President


                                                  NationsBank, N.A. as New
                                                       Lender

                                       5

<PAGE>

                                                  By   /s/ Robert Allendorf
                                                       Its Officer

                                       6

<PAGE>

                              Hewitt Associates LLC
             Second Amendment to Revolving and Term Credit Agreement

Harris Trust and Savings Bank
Bank of America, N.A.

Ladies and Gentlemen:

     The undersigned, Hewitt Associates LLC, an Illinois limited liability
company (the "Borrower"), refers to the Revolving and Term Credit Agreement
dated as of May 28, 1996, as amended and currently in effect between the
Borrower and the Lenders party thereto (as heretofore amended, the "Credit
Agreement"). All capitalized terms used herein without definition shall have the
same meanings herein as such terms have in the Credit Agreement.

     The Borrower and the Lenders wish to amend the Credit Agreement to (i)
provide the Borrower and its Subsidiaries additional flexibility to make
investments, loans and advances, (ii) permit the Borrower to incur certain
Funded Debt and (iii) make certain other amendments to the Credit Agreement, all
on the terms and conditions set forth in this agreement (herein, the
"Amendment").

1.   Amendments.

     Upon satisfaction of the conditions precedent set forth in Section 2
hereof, the Credit Agreement shall be and hereby is amended as follows:

     (a) Section 4 of the Credit Agreement shall be amended by inserting the
following new definitions in the appropriate alphabetical order:

                  "Domestic Subsidiary" means each Subsidiary of the Borrower
         which is organized under the laws of the United States of America or
         any State thereof.

                  "Foreign Subsidiary" means each Subsidiary that is not a
         Domestic Subsidiary.

                  "Guarantor" means each Domestic Subsidiary of the Borrower
         that executes and delivers to the Agent a Guaranty pursuant to Section
         7.22 hereof.

                  "Maximum Miscellaneous Investment Limit" means $20,000,000
         through September 30, 2000 and shall increase (but never decrease) as
         of October 1, 2000 and as of the first day of each fiscal year of the
         Borrower thereafter by an amount equal to 5% of positive Net Income for
         the then immediately preceding fiscal year of the Borrower.

     (b) The definition of "Loan Documents" appearing in Section 4 of the Credit
Agreement shall be amended and as so amended shall be restated in its entirety
to read as follows:

                  "Loan Documents" means this Agreement, the Notes, the
Applications and the Guaranties, if any.

<PAGE>

     (c)  The definition of "B of A" appearing in Section 4 of the Credit
Agreement shall be amended and as so amended shall be restated in its entirety
to read as follows:

          "B of A" means Bank of America, N.A.

     (d)  Section 5.2 of the Credit Agreement shall be amended by inserting the
following two sentences immediately at the end thereof:

          "Each Restricted Domestic Subsidiary (if any) is identified on
     Schedule 5.2. As of March 15, 2000, no Restricted Domestic Subsidiaries
     existed."

     (e)  Section 5.3 of the Credit Agreement shall be amended by inserting the
following new sentences immediately at the end thereof:

          "Each Guarantor has full right and authority to enter into the
     Guaranty to which it is a party, and to perform all of its obligations
     thereunder. Each Guaranty has been duly authorized, executed and delivered
     by the relevant Guarantor and constitutes a valid and binding obligation of
     such Guarantor enforceable in accordance with its terms except as
     enforceability may be limited by bankruptcy, insolvency, fraudulent
     conveyance or similar laws affecting creditors' rights generally and
     general principles of equity (regardless of whether the application of such
     principles is considered in a proceeding in equity or at law); and each
     Guaranty does not, nor does the performance or observance by the relevant
     Guarantor of any of the matters and things therein provided for, contravene
     or constitute a default under any provision of law or any judgment,
     injunction, order or decree binding upon such Guarantor or any provision of
     the relevant organizational documents of such Guarantor or any covenant,
     indenture or agreement of or affecting such Guarantor or any of its
     Properties, or result in the creation or imposition of any Lien on any
     Property of such Guarantor. No authorization, consent, license, or
     exemption from, or filing or registration with, any court or governmental
     department, agency or instrumentality, nor any approval or consent of the
     members or stockholders, of any of the Borrower or Guarantors or any other
     Person, is or will be necessary to the valid execution, delivery or
     performance by any of the Guarantors of its Guaranty."

     (f)  Section 5.13 of the Credit Agreement shall be amended by inserting the
following new sentence immediately at the end thereof:

          "The Lenders recognize that the Borrower is not in breach of the
     preceding sentence despite the fact that the Borrower is an Affiliate of
     AHA Investment Funds, Inc., a registered open-end investment company, for
     whom it acts as an investment consultant, and the Borrower, which acts as
     its administrator and shareholder servicing agent, and Hewitt Services LLC,
     an Affiliate of the Borrower that acts as its distributor, are Affiliates
     of Hewitt Series Trust, a registered open-end investment company."

     (g)  Subsection (d) of Section 7.13 of the Credit Agreement shall be
amended and as so amended shall be restated in its entirety to read as follows:

          "(d) currently outstanding unsecured indebtedness of the Borrower to B
     of A under its multicurrency facility and any additional or replacement
     multicurrency facilities aggregating no more than $20,000,000, and
     extensions and refunding (but not increases) in such indebtedness."

<PAGE>

     (h)  Subsections (f) and (g) of Section 7.13 of the Credit Agreement shall
be amended and as so amended shall be restated in their entirety to read as
follows:

          "(f) investments in, and loans and advances to, Hewitt Services LLC
     and the Borrower's Subsidiaries and other miscellaneous investments, loans
     and advances in each case to the extent outstanding as of December 31, 1999
     and disclosed on Schedule 7.13 hereto;

          (g) investments in, and loans and advances to, Guarantors in addition
     to those otherwise permitted by this Section 7.13; and

          (h) investments, loans, advances, guaranties and acquisitions in
     addition to those otherwise permitted by this Section 7.13 provided (i) the
     aggregate amount of such investments, loans, advances, guaranties and
     acquisitions does not at any time exceed the Maximum Miscellaneous
     Investment Limit and (ii) this subsection (h) shall not permit any
     additional investments in, or loans or advances to, Overlook Associates,
     the Parent or Hewitt Services LLC."

     (i)  Section 7.11 of the Credit Agreement shall be amended by inserting the
following new sentence at the end thereof:

          "Notwithstanding anything contained in this Section to the contrary,
     the Borrower may issue by private placement, and thereby incur additional
     and other indebtedness evidenced by, promissory notes ("Medium Term Debt")
     in an aggregate amount of up to $100,000,000 provided that the Medium Term
     Debt (i) requires (absent acceleration) no payment of principal earlier
     than the Obligations, (ii) is unsecured, (iii) is subject to financial and
     other covenants no more burdensome on the Borrower or any of its
     Subsidiaries than those governing the Private Placement Indebtedness or
     those contained in this Agreement and (iv) is otherwise subject to
     documentation which is in form and substance substantially similar in all
     material respects to that applicable to the Private Placement Indebtedness
     or if not, contains interest rates, payment terms, maturities, amortization
     schedules, covenants, defaults, remedies and other material terms in form
     and substance satisfactory to the Agent."

     (j)  Section 7 of the Credit Agreement shall be amended by inserting the
following new Section 7.22 at the end thereof:

          "Section 7.22. Guaranties. The Borrower shall cause the payment and
     performance of the Obligations to be at all times guaranteed by each direct
     and indirect Restricted Domestic Subsidiary of the Borrower pursuant to one
     or more guaranty agreements in form and substance acceptable to the Agent,
     as the same may be amended, modified or supplemented from time to time
     (individually a "Guaranty" and collectively the "Guaranties"). Concurrent
     with the delivery of each such Guaranty by any Subsidiary, the Borrower
     shall deliver to the Agent (i) certified copies of such Subsidiary's
     organizational documents and any board resolutions (or comparable action)
     authorizing such Guaranty, (ii) a favorable written opinion of counsel to
     such Subsidiary in form and substance satisfactory to the Agent and (iii)
     such other agreements, instruments, documents, certificates and opinions as
     the Agent may reasonably request."

     (k)  Section 8.1(h) of the Credit Agreement shall be amended and as so
amended shall be restated in its entirety to read as follows:

<PAGE>

          "(h) dissolution or termination of the existence of the Borrower or
     any Restricted Subsidiary or any Guarantor shall purport to repudiate,
     disavow, terminate or cancel its Guaranty; or"

     (l)  Schedule 5.2 is hereby amended and restated in its entirety and as so
amended shall be restated to read as set forth on Exhibit A hereto.

     (m)  Schedule 7.13 is hereby amended and restated in its entirety and as so
amended shall be restated to read as set forth on Exhibit B hereto.

2.   Conditions Precedent.

     The effectiveness of this Amendment is subject to satisfaction of all of
the following conditions precedent:

     (a)  The Agent has received counterparts hereof signed by the Borrower and
the Required Lenders.

     (b)  All legal matters incident to the execution and delivery of this
Amendment and the instruments and documents contemplated hereby shall be
satisfactory to the Agent and Required Lenders and their counsel; and the Agent
shall have received the signed Certificate of the Secretary of the Borrower,
dated the date hereof, certifying that the resolutions adopted by the management
of the Borrower on or about March 15, 2000 authorizing the execution, delivery
and performance of the Loan Documents remain in full force and effect.

3.   Representations.

     The Borrower hereby represents and warrants to the Agent and the Lenders
that as of the date hereof:

          (a) no Default and no Event of Default shall have occurred or be
     continuing on such date or would result from the effectiveness of this
     Amendment;

          (b) all representations and warranties on the part of the Borrower
     contained in the Loan Documents are true and correct in all material
     respects at and as of such date as though made on and as of such date
     (except to the extent that such representations and warranties relate
     solely to an earlier date or as to matters previously disclosed to the
     Lenders); and

          (c) all conditions to making a Loan listed in Section 6.1 of the
     Credit Agreement are and shall remain satisfied as of such date, whether or
     not any Loan is then requested or made.

4.   Miscellaneous.

     (a)  Except as specifically amended hereby, all of the terms, conditions
and provisions of the Credit Agreement shall stand and remain unchanged and in
full force and effect. No reference to this Amendment need be made in any
instrument or document at any time referring to the Credit Agreement, a
reference to the Credit Agreement in any of such items to be deemed to be a
reference to the Credit Agreement as amended hereby.

     (b)  The Borrower agrees to pay on demand all reasonable out-of-pocket
costs and expenses of the Agent incurred in connection with the negotiation,
preparation, execution and/or delivery of this Amendment and the other

<PAGE>

instruments or documents contemplated hereby or to be delivered hereunder. This
Amendment may be executed in counterparts and by separate parties hereto on
separate counterparts, each to constitute an original but all to constitute but
one and the same instrument. This Amendment shall be governed by, and construed
in accordance with, the internal laws of the State of Illinois.

                           [Signature Pages to Follow]

<PAGE>

     Dated as of this 15th day of March, 2000.

                                Hewitt Associates LLC


                                By  /s/ C.L. Connolly III
                                     Its Authorized Representative



     Accepted and agreed to as of the last date above written.

                                Harris Trust and Savings Bank, individually and
                                    as Agent


                                By  /s/ Stephen Whiter
                                     Its Managing Director

     Accepted and agreed to as of the last date above written. The undersigned
acknowledges and agrees that it now has succeeded to and assumed all the rights,
benefits, duties and obligations of Bank of America, N.A. and NationsBank, N.A.
under the Credit Agreement and the Loan Documents.


                                Bank of America, N.A. (successor to NationsBank,
                                    N.A.)


                                By  /s/ Michael Malone
                                     Its Senior Vice President

<PAGE>

                              Hewitt Associates LLC
             Third Amendment to Revolving and Term Credit Agreement

Harris Trust and Savings Bank
Bank of America, N.A.

Ladies and Gentlemen:

     The undersigned, Hewitt Associates LLC, an Illinois limited liability
company (the "Borrower"), refers to the Revolving and Term Credit Agreement
dated as of May 28, 1996, as amended and currently in effect between the
Borrower and the Lenders party thereto (as heretofore amended, the "Credit
Agreement"). All capitalized terms used herein without definition shall have the
same meanings herein as such terms have in the Credit Agreement.

     The Borrower and the Lenders wish to amend the Credit Agreement to permit
additional Medium Term Debt, increase the Maximum Miscellaneous Investment
Limit, reflect the current permitted investments, loans and advances and make
certain other amendments to the Credit Agreement, all on the terms and
conditions set forth in this agreement (herein, the "Amendment").

1.   Amendments.

     Upon satisfaction of the conditions precedent set forth in Section 2
hereof, effective as of September 30, 2000, the Credit Agreement shall be and
hereby is amended as follows:

     (a)  The definition of "Maximum Miscellaneous Investment Limit" appearing
in Section 4 of the Credit Agreement shall be amended and as so amended shall be
restated in its entirety to read as follows:

          "Maximum Miscellaneous Investment Limit" means $70,000,000 through
     September 30, 2000 and shall increase (but never decrease) as of October 1,
     2000 and as of the first day of each fiscal year of the Borrower thereafter
     by an amount equal to 5% of positive Net Income for the then immediately
     preceding fiscal year of the Borrower.

     (b)  The last sentence of Section 5.2 of the Credit Agreement shall be
amended and as so amended shall be restated in its entirety to read as follows:

          "As of November 30, 2000, no Restricted Domestic Subsidiaries
existed."

<PAGE>

     (c)  The last sentence of Section 7.11 of the Credit Agreement shall be
amended and as so amended shall be restated in its entirety to read as follows:

          "Notwithstanding anything contained in this Section to the contrary,
     the Borrower may issue by private placement, and thereby incur additional
     and other indebtedness evidenced by, promissory notes ("Medium Term Debt")
     in an aggregate amount of up to $200,000,000 provided that the Medium Term
     Debt (i) requires (absent acceleration) no payment of principal earlier
     than the Obligations, (ii) is unsecured, (iii) is subject to financial and
     other covenants no more burdensome in any material respect on the Borrower
     or any of its Subsidiaries than those governing the Private Placement
     Indebtedness or those contained in this Agreement and (iv) is otherwise
     subject to documentation which is in form and substance substantially
     similar in all material respects to that applicable to the Private
     Placement Indebtedness or if not, contains interest rates, payment terms,
     maturities, amortization schedules, covenants, defaults, remedies and other
     material terms in form and substance satisfactory to the Agent."

     (d)  Schedule 5.2 is hereby amended and restated in its entirety and as so
amended shall be restated to read as set forth on Exhibit A hereto.

     (e)  Schedule 7.13 is hereby amended and restated in its entirety and as so
amended shall be restated to read as set forth on Exhibit B hereto.

2.   Conditions Precedent.

     The effectiveness of this Amendment is subject to satisfaction of all of
the following conditions precedent:

     (a)  The Agent has received counterparts hereof signed by the Borrower and
the Required Lenders.

     (b)  The Agent shall have received the signed Certificate of the Secretary
of the Borrower, dated the date hereof, certifying that the resolutions adopted
by the management of the Borrower on or about March 15, 2000 authorizing the
execution, delivery and performance of the Loan Documents remain in full force
and effect.

     (c)  All legal matters incident to the execution and delivery of this
Amendment and the instruments and documents contemplated hereby shall be
satisfactory to the Agent and Required Lenders and their counsel.

     Upon the satisfaction of the above conditions precedent, this Amendment
shall be effective as of September 30, 2000.

                                       -2-

<PAGE>

3.   Representations.

     The Borrower hereby represents and warrants to the Agent and the Lenders
that as of the date hereof:

          (a) no Default and no Event of Default shall have occurred or be
     continuing on such date or would result from the effectiveness of this
     Amendment;

          (b) all representations and warranties on the part of the Borrower
     contained in the Loan Documents are true and correct in all material
     respects at and as of such date as though made on and as of such date
     (except to the extent that such representations and warranties relate
     solely to an earlier date or as to matters previously disclosed to the
     Lenders); and

          (c) all conditions to making a Loan listed in Section 6.1 of the
     Credit Agreement are and shall remain satisfied as of such date, whether or
     not any Loan is then requested or made.

4.   Miscellaneous.

     (a)  Except as specifically amended hereby, all of the terms, conditions
and provisions of the Credit Agreement shall stand and remain unchanged and in
full force and effect. No reference to this Amendment need be made in any
instrument or document at any time referring to the Credit Agreement, a
reference to the Credit Agreement in any of such items to be deemed to be a
reference to the Credit Agreement as amended hereby.

     (b)  The Borrower agrees to pay on demand all reasonable out-of-pocket
costs and expenses of the Agent incurred in connection with the negotiation,
preparation, execution and/or delivery of this Amendment and the other
instruments or documents contemplated hereby or to be delivered hereunder. This
Amendment may be executed in counterparts and by separate parties hereto on
separate counterparts, each to constitute an original but all to constitute but
one and the same instrument. This Amendment shall be governed by, and construed
in accordance with, the internal laws of the State of Illinois.

                           [Signature Pages to Follow]

                                       -3-

<PAGE>

     Dated as of this 30/th/ day of November, 2000, but effective as of
September 30, 2000.

                                           Hewitt Associates LLC


                                           By /s/ C.L. Connolly III
                                              Its Authorized Representative


     Accepted and agreed to as of the last date above written.

                                           Harris Trust and Savings Bank,
                                              individually and as Agent


                                           By /s/ Stephen Whiter
                                              Its Managing Director

                                           Bank of America, N.A. (successor to
                                              NationsBank, N.A.)


                                           By /s/ Joel L. Morrel
                                              Its Managing Director

                                       -4-

<PAGE>

                              Hewitt Associates LLC
             Fourth Amendment to Revolving and Term Credit Agreement

Harris Trust and Savings Bank
Bank of America, N.A.

Ladies and Gentlemen:

     The undersigned, Hewitt Associates LLC, an Illinois limited liability
company (the "Borrower"), refers to the Revolving and Term Credit Agreement
dated as of May 28, 1996, as amended and currently in effect between the
Borrower and the Lenders party thereto (as heretofore amended, the "Credit
Agreement"). All capitalized terms used herein without definition shall have the
same meanings herein as such terms have in the Credit Agreement.

     The Borrower and the Lenders wish to amend the Credit Agreement to extend
the Revolving Credit Termination Date, all on the terms and conditions set forth
in this agreement (herein, the "Amendment").

1.   Amendments.

     Upon satisfaction of the conditions precedent set forth in Section 2
hereof, the definition of "Revolving Credit Termination Date" appearing in
Section 4 of the Credit Agreement shall be and hereby is amended and as so
amended shall be restated in its entirety to read as follows:

          "Revolving Credit Termination Date" means August 31, 2001, or such
     earlier date on which the Revolving Credit Commitments are terminated in
     whole pursuant to Section 3.3, 8.2 or 8.3 hereof.

2.   Conditions Precedent.

     The effectiveness of this Amendment is subject to satisfaction of all of
the following conditions precedent:

     (a)  The Agent has received counterparts hereof signed by the Borrower and
the Lenders.

     (b)  All legal matters incident to the execution and delivery of this
Amendment and the instruments and documents contemplated hereby shall be
satisfactory to the Agent and Required Lenders and their counsel.

<PAGE>

3.   Representations.

     The Borrower hereby represents and warrants to the Agent and the Lenders
that as of the date hereof:

          (a) no Default and no Event of Default shall have occurred or be
     continuing on such date or would result from the effectiveness of this
     Amendment;

          (b) all representations and warranties on the part of the Borrower
     contained in the Loan Documents are true and correct in all material
     respects at and as of such date as though made on and as of such date
     (except to the extent that such representations and warranties relate
     solely to an earlier date or as to matters previously disclosed to all
     Lenders in writing).

4.   Miscellaneous.

     (a)  Except as specifically amended hereby, all of the terms, conditions
and provisions of the Credit Agreement shall stand and remain unchanged and in
full force and effect. No reference to this Amendment need be made in any
instrument or document at any time referring to the Credit Agreement, a
reference to the Credit Agreement in any of such items to be deemed to be a
reference to the Credit Agreement as amended hereby.

     (b)  The Borrower agrees to pay on demand all reasonable out-of-pocket
costs and expenses of the Agent incurred in connection with the negotiation,
preparation, execution and/or delivery of this Amendment and the other
instruments or documents contemplated hereby or to be delivered hereunder. This
Amendment may be executed in counterparts and by separate parties hereto on
separate counterparts, each to constitute an original but all to constitute but
one and the same instrument. This Amendment shall be governed by, and construed
in accordance with, the internal laws of the State of Illinois.

     (c)  This Amendment has been duly authorized, executed and delivered on the
Borrower's behalf, and the Credit Agreement, as amended hereby, constitutes its
legal, valid and binding obligation enforceable against it in accordance with
its terms except as enforceability may be limited by bankruptcy, insolvency,
fraudulent conveyance or similar laws affecting creditors' rights generally and
general principles of equity (regardless of whether the application of such
principles is considered in a proceeding in equity or at law).

                           [Signature Pages to Follow]

                                  Page 2 of 3

<PAGE>

         Dated as of this ___ day of May, 2001


                                             Hewitt Associates LLC


                                             By /s/ C.L. Connolly III
                                                Its Authorized Principal


         Accepted and agreed as of the last date above written

                                             Harris Trust and Savings Bank,
                                                individually and as Agent


                                             By /s/ Stephen Whiter
                                                Its Managing Director


                                             Bank of America, N.A. (successor to
                                                  NationsBank, N.A.)


                                             By /s/  Shrent Maureith
                                                Its Vice President

                                   Page 3 of 3

<PAGE>

                              Hewitt Associates LLC
             Fifth Amendment to Revolving and Term Credit Agreement

Harris Trust and Savings Bank
Bank of America, N.A.

Ladies and Gentlemen:

     The undersigned, Hewitt Associates LLC, an Illinois limited liability
company (the "Borrower"), refers to the Revolving and Term Credit Agreement
dated as of May 28, 1996, as amended and currently in effect among the Borrower,
Harris Trust and Savings Bank, individually ("Harris") and as Agent ("Agent")
and Bank of America, N.A. ("Bank of America") (along with Harris Trust and
Savings Bank in its capacity as a lender, collectively the "Lenders") (as
heretofore amended, the "Credit Agreement"). All capitalized terms used herein
without definition shall have the same meanings herein as such terms have in the
Credit Agreement.

     The Borrower and the Lenders wish to extend the Revolving Credit
Termination Date, adjust the Applicable Margin rates, adjust the respective
Revolving Credit Commitments of the Lenders, convert the commitment fee into a
facility fee and make certain other amendments, all on the terms and conditions
set forth in this agreement (herein, the "Amendment").

1.   Amendments.

     Upon satisfaction of the conditions precedent set forth in Section 2
hereof, the Credit Agreement shall be amended as follows:

     1.1. Section 2.12 of the Credit Agreement shall be amended and restated in
its entirety to read as follows:

          Section 2.12. Interest Rate Margins, L/C Fee and Facility Fee
          Adjustment. Effective as of August 31, 2001, the percentages specified
          in the definitions of the terms "Applicable Domestic Rate Margin",
          "Applicable LIBOR Margin", "Applicable L/C Fee" and "Applicable
          Facility Fee" specified in Section 4.1 hereof shall be as set forth
          under Level II below, and thereafter such percentages shall be subject
          to quarterly adjustment (commencing with receipt of the financial
          statements for the fiscal quarter ending September 30, 2001 in the
          manner set forth below) as follows in effect with the Funded Debt
          Ratio being computed as in effect on the last day of each fiscal
          quarter end:

<PAGE>

<TABLE>
<CAPTION>
                                    Level I         Level II          Level III
                                    -------         --------          ---------

                                                 Greater than or
                                                 equal to 40% but   Greater than or
   Funded Debt Ratio:            Less than 40%    less than 50%       equal to 50%
                                 -------------    -------------       ------------
<S>                              <C>              <C>               <C>
   Then Applicable Margins
   and Applicable Facility Fee
   Shall Be:

   Applicable Margin for
   Domestic Rate Portions                0%                 0%                 0%

   Applicable Margin for
   LIBOR Portions                      .42%               .65%               .75%

   Applicable Facility Fee             .08%               .10%              .125%

   Applicable L/C Fee                  .42%               .65%               .75%
</TABLE>

          Not later than five Business Days after receipt by the Agent of the
          financial statements and the compliance certificate called for by
          Section 7.5 hereof for the applicable quarter, the Agent shall
          determine the Funded Debt Ratio for the applicable period based on the
          information contained in such financial statements and compliance
          certificate and shall promptly notify the Borrower and the Lenders of
          such determination and of any change in the Applicable Margins,
          Applicable Facility Fee and Applicable L/C Fee resulting therefrom,
          any such change in the Applicable Margins, Applicable Facility Fee and
          Applicable L/C Fee to be effective as of the date the Agent so
          notifies the Borrower, with such new Applicable Margins, Applicable
          Facility Fee and Applicable L/C Fee to continue in effect until the
          effective date of the next quarterly redetermination in accordance
          with the foregoing. Each determination of the Funded Debt Ratio,
          Applicable Margins, Applicable Facility Fee and Applicable L/C Fee by
          the Agent in accordance with this Section shall be conclusive and
          binding on the Borrower and the Lenders absent manifest error.

                                  Page 2 of 7

<PAGE>

     1.2. Section 3.1(a) and Section 3.1(c) of the Credit Agreement shall each
be amended and restated in their entirety to read as follows:

          (a) Facility Fee. For the period from and including the date hereof to
     but not including the Revolving Credit Termination Date, the Borrower shall
     pay to the Agent for the account of the Lenders a facility fee at the rate
     per annum equal to the Applicable Facility Fee as from time to time in
     effect (computed on the basis of a year of 365 or 366 days, as the case may
     be, for the actual number of days elapsed) on the average daily Revolving
     Credit Commitments (whether or not in use). Such facility fee shall be
     payable quarter-annually in arrears on the last day of each September,
     December, March and June in each year (commencing September 30, 2001) and
     on the Revolving Credit Termination Date.

          (c) Agent's Fees. The Borrower shall pay to the Agent, for its own use
     and benefit, an Agent's fee and other fees as mutually agreed upon by the
     Borrower and the Agent pursuant to the terms of that certain letter
     agreement dated August 31, 2001.

     1.3. The definition of "Revolving Credit Termination Date" appearing in
Section 4.1 of the Credit Agreement shall be amended and restated in its
entirety to read as follows:

     "Revolving Credit Termination Date" means August 30, 2002, or such earlier
     date on which the Revolving Credit Commitments are terminated in whole
     pursuant to Section 3.3, 8.2 or 8.3 hereof.

     1.4. The definition of "Applicable Facility Fee" shall be added to Section
4.1 of the Credit Agreement in the appropriate alphabetical order:

     "Applicable Facility Fee" means such rate, subject to adjustment, as set
     forth in Section 2.12 hereof.

     1.5. The definition of "Applicable Commitment Fee" appearing in Section 4.1
of the Credit Agreement shall be deleted in its entirety.

     1.6. Section 7.8 of the Credit Agreement shall be amended and restated in
its entirety to read as follows:

                                  Page 3 of 7

<PAGE>

          Section 7.8 Owners Equity. The Borrower will, at all times, have a
          Owners Equity of not less than the Minimum Required Amount. For
          purposes hereof, the "Minimum Required Amount" shall mean $160,000,000
          and shall increase as of January 1, 2000 and as of the first day of
          each fiscal quarter of the Borrower ending thereafter by an amount
          equal to 10% of positive Net Income from and after October 1, 1999.

     1.7. The Revolving Credit Commitments of the Lenders shall be amended to be
in the amounts set forth below opposite the name of the relevant Lender:

              Name of Lender                     Revolving Credit Commitment

     Harris Trust and Savings Bank                         $37,500,000

     Bank of America, N.A.                                 $32,500,000


2.   Conditions Precedent.

     The effectiveness of this Amendment is subject to satisfaction of all of
the following conditions precedent:

     2.1. The Agent has received counterparts hereof signed by the Borrower and
the Lenders.

     2.2. The Borrower shall have paid to the Agent (a) for the ratable benefit
of the Lenders an amendment fee of .10% multiplied by the Revolving Credit
Commitments of the Lenders as in effect after giving effect to this Amendment
and (b) for the Agent's own use and benefit an agent's administrative fee as set
forth in the agent's fee letter being executed and delivered by the Borrower and
the Agent concurrently herewith.

     2.3 The Agent shall have received for delivery (i) to Harris a replacement
Revolving Credit Note in the face principal amount of $37,500,000 and (ii) to
Bank of America a replacement Revolving Credit Note in the face principal amount
of $32,500,000, such replacement Revolving Credit Notes to constitute "Notes"
for all purposes of the Credit Agreement.

     2.4. All legal matters incident to the execution and delivery of this
Amendment and the instruments and documents contemplated hereby shall be
satisfactory to the Lenders and their counsel; and the Agent shall have received
(with a signed copy for each Lender) the signed Certificate of the Secretary of
the Company, dated the date hereof, certifying (i) a true and correct copy of
resolutions adopted by the management of the Company authorizing or ratifying
the execution, delivery and

                                  Page 4 of 7

<PAGE>

performance of the Credit Agreement as amended by this Amendment and the other
instruments and documents called for above and authorizing the issuance by the
Company of the replacement Notes and (ii) the incumbency and specimen signatures
of officers of the Company executing the documents referred to in clause (i)
above and any other documents delivered to the Agent in connection with this
Amendment.

3.   Representations.

     The Borrower hereby represents and warrants to the Agent and the Lenders
that as of the date hereof:

          3.1. No Default and no Event of Default shall have occurred or be
     continuing on such date or would result from the effectiveness of this
     Amendment;

          3.2. All representations and warranties on the part of the Borrower
     contained in the Loan Documents are true and correct in all material
     respects at and as of such date as though made on and as of such date
     (except as to matters previously disclosed to all Lenders in writing).

4.   Equalization of Outstanding Loans.

     On August 31, 2001, if any Revolving Credit Loans are then outstanding,
each Bank (through the Agent) shall each fund its Revolver Percentage of the
outstanding Revolving Credit Loans so that after giving effect thereto each Bank
holds a pro rata share (in proportion to its respective Revolving Credit
Commitment in effect after giving effect to this Amendment) of the outstanding
Revolving Credit Loans.

5.   Miscellaneous.

     5.1. Except as specifically amended hereby, all of the terms, conditions
and provisions of the Credit Agreement shall stand and remain unchanged and in
full force and effect. No reference to this Amendment need be made in any
instrument or document at any time referring to the Credit Agreement, a
reference to the Credit Agreement in any of such items to be deemed to be a
reference to the Credit Agreement as amended hereby.

     5.2. The Borrower agrees to pay on demand all reasonable out-of-pocket
costs and expenses of the Agent incurred in connection with the negotiation,
preparation, execution and/or delivery of this Amendment and the other
instruments or documents contemplated hereby or to be delivered hereunder. This
Amendment may be executed in counterparts and by separate parties hereto on
separate counterparts, each to constitute an original but all to constitute but
one and the same instrument. This

                                  Page 5 of 7

<PAGE>

Amendment shall be governed by, and construed in accordance with, the internal
laws of the State of Illinois.

     5.3. This Amendment has been duly authorized, executed and delivered on the
Borrower's behalf, and the Credit Agreement, as amended hereby, constitutes its
legal, valid and binding obligation enforceable against it in accordance with
its terms except as enforceability may be limited by bankruptcy, insolvency,
fraudulent conveyance or similar laws affecting creditors' rights generally and
general principles of equity (regardless of whether the application of such
principles is considered in a proceeding in equity or at law).

     5.4. Upon satisfaction of all of the conditions precedent set forth in
Section 2 hereof, each Lender shall return to the Agent (for return to the
Company) the Revolving Credit Notes previously held be such Lender prior to
giving effect to this Amendment marked "Replaced by Note date August 31, 2001"
or marked with words of similar import.

                           [Signature Pages to Follow]

                                  Page 6 of 7

<PAGE>

     This Fifth Amendment to Revolving and Term Credit Agreement is dated as of
this 31st day of August, 2001.

                                              HEWITT ASSOCIATES LLC



                                              By /s/ C.L. Connolly III
                                                 Its Authorized Principal



     Accepted and agreed as of the last date above written


                                              Harris Trust and Savings Bank,
                                                 individually and as Agent

                                              By /s/ Joann L. Holdman
                                                 Its Vice President

                                              Bank of America, N.A.



                                              By /s/  Shrent Maurieth
                                                 Its Vice President

                                  Page 7 of 7

<PAGE>

                              HEWITT ASSOCIATES LLC
        SIXTH AMENDMENT AND WAIVER TO REVOLVING AND TERM CREDIT AGREEMENT

Harris Trust and Savings Bank
Bank of America, N.A.

Ladies and Gentlemen:

     The undersigned, Hewitt Associates LLC, an Illinois limited liability
company (the "Borrower"), refers to the Revolving and Term Credit Agreement
dated as of May 28, 1996, as amended and currently in effect among the Borrower,
Harris Trust and Savings Bank, individually ("Harris") and as Agent ("Agent")
and Bank of America, N.A. ("Bank of America") (along with Harris Trust and
Savings Bank in its capacity as a lender, collectively the "Lenders") (as
heretofore amended, the "Credit Agreement"). All capitalized terms used herein
without definition shall have the same meanings herein as such terms have in the
Credit Agreement.

     The Borrower intends to enter into a reorganization transaction pursuant to
which, among other things, (i) the Parent will create a new subsidiary, Hewitt
Associates, Inc., a Delaware corporation ("HAI"), (ii) the Borrower will
distribute an amount not to exceed $207.5 million comprised of accounts
receivable and cash to the Parent, and (iii) the Parent will transfer all of its
ownership interests in the Borrower to HAI (collectively, the foregoing
transactions and the related transactions described in the form S-1 Registration
Statement of HAI filed with the U.S. Securities and Exchange Commission on May
17, 2002, as it may be amended from time to time (the "S-1"), the
"Reorganization Transaction").

     The Borrower has requested that the Lenders waive certain Defaults and
Events of Default which would otherwise occur as a result of the Reorganization
Transaction, and amend certain provisions of the Credit Agreement in connection
therewith, and the Lenders are willing to do so, all on the terms and conditions
set forth in this Sixth Amendment and Waiver (herein, the "Amendment").

SECTION 1.  WAIVER.

     By signing below, subject to the satisfaction of the conditions precedent
set forth in Section 3 below, the Lenders hereby waive any violations of the
following Sections of the Credit Agreement which could or would otherwise be
directly caused by the Reorganization Transaction, as well as any Default or
Event of Default which could or would otherwise result from such violations,
whether such violations occurred or would otherwise occur before, on or after
the date hereof: Section 7.7 (Funded Debt Ratio), Section 7.8 (Owners Equity),
Section 7.10 (Distributions), Section 7.11(b) (Funded Debt - purchase money
indebtedness and Capitalized Lease Obligations) and Section 7.15 (Mergers,
Consolidations and Sales). In addition to any other conditions set forth herein,
it is a condition to the ongoing effectiveness of the foregoing waivers that the
Borrower maintain Consolidated Net Capital of not less than



<PAGE>

$25,000,000 at all times during the effectiveness thereof; if at any time the
Borrower's Consolidated Net Capital should be less than $25,000,000, the
foregoing waivers shall automatically terminate and no longer be of any force or
effect. As used herein, "Consolidated Net Capital" shall have the meaning set
forth in that certain First Amendment and Waiver to Note Purchase Agreement
dated on or about the date hereof relating to the Borrower's $50,000,000 7.45%
Senior Notes due May 30, 2008.

SECTION 2.  AMENDMENTS.

     Subject to the satisfaction of the conditions precedent set forth in
Section 3 below, the Credit Agreement shall be and hereby is amended as follows:

          2.1. Section 7.11(b) of the Credit Agreement shall be amended to read
     in its entirety as follows:

               (b) purchase money indebtedness secured by Liens permitted by
          Section 7.12(d) hereof heretofore or hereafter incurred to acquire
          fixed assets and not exceeding the purchase price of the assets
          financed and Capitalized Lease Obligations not exceeding, in aggregate
          principal amount at any one time outstanding, 20% of Owners Equity,
          provided that the long term lease of property in Norwalk, Connecticut
          (the "Norwalk Lease") in connection with which the Borrower has
          incurred Capitalized Lease Obligations in an amount of approximately
          $65,000,000, shall be permitted pursuant to this Section 7.11(b) and
          shall not be counted against the maximum amount set forth herein,
          although it shall continue to be counted as Funded Debt for all other
          purposes under this Agreement.

          2.2. Section 8.1 of the Credit Agreement shall be amended by deleting
     the word "or" following clause (i) thereof, deleting the period following
     clause (j) thereof and adding "; or" in its stead, and adding a new clause
     (k) immediately following clause (j) to read in its entirety as follows:

               (k) the Parent defaults in the performance of or compliance with
          any term contained in the Parent Guaranty dated on or about May 31,
          2002 in favor of the Agent and the Lenders or such Parent Guaranty
          ceases to be in full force and effect (except as set forth therein
          with respect to the release thereof), or is declared to be null and
          void in whole or in part by a court or other governmental or
          regulatory authority having jurisdiction over such matter or the
          validity or enforceability thereof shall be contested by any of the
          Borrower or the Parent or any of them renounces any of the same or
          denies that it has any or further liability thereunder.

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3. CONDITIONS PRECEDENT.

     The effectiveness of this Amendment is subject to satisfaction of all of
the following conditions precedent:

     3.1. The Agent shall have received counterparts hereof signed by the
Borrower and the Lenders.

     3.2. The Agent shall have received the Parent's guaranty (the "Parent
Guaranty"), which shall be a payment guaranty and not a guaranty of collection
and shall be in form and substance satisfactory to the Lenders, of all of the
Obligations. The Parent Guaranty shall provide that it shall terminate
automatically upon fulfillment of all of the following conditions: (i)
demonstration by the Borrower, to the reasonable satisfaction of the Agent and
the Lenders, that the Borrower is in compliance with the covenants set forth in
Sections 7.7, 7.8 and 7.11(b) of the Credit Agreement, and (ii) no Default or
Event of Default shall exist.

     3.3. The Agent shall have received from the Borrower pro forma financial
statements in form and substance satisfactory to the Lenders showing the effect
of the Reorganization Transaction on the Borrower, including without limitation
showing pro forma calculations under the covenants set forth in Sections 7.7,
7.8 and 7.11(b) of the Credit Agreement both (i) after giving effect to the
Reorganization Transaction but before the initial public offering of Class A
Common Stock of HAI (the "IPO"), and (ii) on the date of and after giving effect
to such transactions as are necessary to put the Borrower into compliance with
the covenants set forth in Sections 7.7, 7.8 and 7.11(b) of the Credit Agreement
as described in Section 3.2(i), above.

     3.4. Any material changes to the terms of the Reorganization Transaction or
the IPO from those reflected in the S-1 as filed on May 17, 2002 shall be
reasonably satisfactory to the Lenders.

     3.5. All legal matters incident to the execution and delivery of this
Amendment and the guaranty of the Parent described above shall be satisfactory
to the Lenders and their counsel; and the Agent shall have received (with a
signed copy for each Lender) the signed Certificate of the Secretary or
Assistant Secretary of the Parent certifying a true and correct copy of evidence
of appropriate action by the members or other governing body of the Parent
authorizing the execution and delivery of the Parent Guaranty, together with a
copy of the Articles of Organization and Operating Agreement of the Parent.

4. REPRESENTATIONS.

     The Borrower hereby represents and warrants to the Agent and the Lenders
that as of the date hereof:

          4.1. No Default and no Event of Default (except such Defaults or
     Events of Default as are specifically waived hereby) shall have occurred
     and be continuing on such date;

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<PAGE>

          4.2. All representations and warranties on the part of the Borrower
     contained in the Loan Documents are true and correct in all material
     respects at and as of such date as though made on and as of such date
     (except as to matters previously disclosed to all Lenders in writing).

SECTION 5.  MISCELLANEOUS.

     5.1. Except as specifically modified hereby, all of the terms, conditions
and provisions of the Credit Agreement shall stand and remain unchanged and in
full force and effect. No reference to this Amendment need be made in any
instrument or document at any time referring to the Credit Agreement, a
reference to the Credit Agreement in any of such items to be deemed to be a
reference to the Credit Agreement as modified hereby.

     5.2. The Borrower agrees to pay on demand all reasonable out-of-pocket
costs and expenses of the Agent incurred in connection with the negotiation,
preparation, execution and/or delivery of this Amendment and the other
instruments or documents contemplated hereby or to be delivered hereunder. This
Amendment may be executed in counterparts and by separate parties hereto on
separate counterparts, each to constitute an original but all to constitute but
one and the same instrument. This Amendment shall be governed by, and construed
in accordance with, the internal laws of the State of Illinois.

     5.3. This Amendment has been duly authorized, executed and delivered on the
Borrower's behalf, and the Credit Agreement, as modified hereby, constitutes its
legal, valid and binding obligation enforceable against it in accordance with
its terms except as enforceability may be limited by bankruptcy, insolvency,
fraudulent conveyance or similar laws affecting creditors' rights generally and
general principles of equity (regardless of whether the application of such
principles is considered in a proceeding in equity or at law).

                           [SIGNATURE PAGES TO FOLLOW]

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<PAGE>

     This Sixth Amendment and Waiver to Revolving and Term Credit Agreement is
dated as of this ___ day of May, 2002.

                                    BORROWER


                                    HEWITT ASSOCIATES LLC



                                    By /s/ C. Lawrence Connolly III
                                       Its Authorized Principal


                                    LENDERS


                                    HARRIS TRUST AND SAVINGS BANK,
                                       individually and as Agent



                                    By /s/ Joann L. Holman
                                       Its Vice President


                                    BANK OF AMERICA, N.A.



                                    By /s/ John E. Williams
                                       Its Managing Director

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