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                                                                    Exhibit 10.3

               AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


     THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement"),
dated as of July 1, 2003 is between Hewitt Associates, Inc., a Delaware
corporation (the "Corporation"), and Hewitt Holdings LLC, an Illinois limited
liability company ("Holdings").


                                    RECITALS

     A. On May 31, 2002, Holdings transferred to the Corporation all of the
ownership interests of Hewitt Associates LLC, an Illinois limited liability
company ("Associates LLC"), in exchange for 70,819,520 shares of the
Corporation's Class B common stock, par value $0.01 (the "Class B Common Stock")
pursuant to an Ownership Interest Transfer Agreement (the "Ownership Transfer
Agreement").

     B. The Corporation granted certain registration rights to Holdings in order
to induce Holdings to transfer the ownership interests of Associates LLC
pursuant to a Registration Rights Agreement, dated as of June 4, 2002, between
Holdings and the Corporation (the "Original Agreement").

     C. The Corporation and Holdings desire to amend and restate the Original
Agreement as set forth herein.


                                   AGREEMENTS

     In consideration of the premises and the mutual covenants herein contained
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:

     1. Definitions. In addition to the capitalized terms defined elsewhere in
this Agreement, the following capitalized terms shall have the following
meanings when used in this Agreement:

        "Agreement" has the meaning set forth in the preamble.

        "Board" means the board of directors of the Corporation.

        "Business Amalgamation Agreement" means the Business Amalgamation
Agreement between the partners of Bacon & Woodrow signatory thereto and
Holdings.

        "Class A Common Stock" means the Class A common stock of the
Corporation, par value $0.01 per share.

        "Class B Common Stock" has the meaning set forth in the Preamble.

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        "Class C Common Stock" means the Class C common stock of the
Corporation, par value $0.01 per share.

        "Commission" means the Securities and Exchange Commission.

        "Common Stock" means the Class A Common Stock, the Class B Common Stock
and the Class C Common Stock of the Corporation.

        "Corporation" has the meaning set forth in the preamble.

        "Corporation-Paid Demand Registrations" has the meaning set forth in
Section 2(b) hereof.

        "Demand Registration" has the meaning set forth in Section 2(a) hereof.

        "Independent Directors" means the non-employee directors of the Board.

        "Long-Form Registration" has the meaning set forth in Section 2(a)
hereof.

        "Ownership Transfer Agreement" has the meaning set forth in the
Preamble.

        "Person" means a natural person, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization or other entity, or a governmental
entity or any department, agency or political subdivision thereof.

        "Registrable Shares" means, at any time, (i) the shares of Class A
Common Stock issued or issuable upon the conversion of the 70,819,520 shares of
Class B Common Stock issued to Holdings under the Ownership Transfer Agreement,
(ii) the 3,725,929 shares of Class A Common Stock issued to key employees of the
Corporation at the time of the Corporation's initial public offering, (iii) the
shares of Class A Common Stock issued or issuable upon the conversion of the
2,906,904 shares of Class B Common Stock and 5,568,869 shares of Class C Common
stock issued to the former partners of Bacon & Woodrow under the Business
Amalgamation Agreement, and (iv) the 729,818 shares of Class A Common Stock
issued to a trust for the benefit of the key employees of Bacon & Woodrow under
the Business Amalgamation Agreement; provided, however, that Registrable Shares
shall not include any shares of Common Stock that have been sold to the public
either pursuant to a registration statement declared effective by the Commission
pursuant to the Securities Act or pursuant to Rule 144 promulgated under the
Securities Act.

        "Registration Expenses" has the meaning ascribed to it in Section 5 of
this Agreement.

        "Securities Act" means the Securities Act of 1933, as amended.

        "Securities Exchange Act" means the Securities Exchange Act of 1934, as
amended.

        "Short-Form Registration" has the meaning set forth in Section 2(a)
hereof.

                                       -2-

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        "Subsidiary" means any Person of which securities or other ownership
interests representing 50% or more of the ordinary voting power are, at the time
as of which any determination is being made, owned or controlled by the
Corporation or one or more Subsidiaries of the Corporation or by the Corporation
and one or more Subsidiaries of the Corporation.

     2. Demand Registrations.

        (a) Requests for Registration. Subject to Section 2(e), following the
expiration of a twelve (12) month period after the consummation of the
Corporation's initial public offering of Class A Common Stock, Holdings may
request (except as otherwise provided herein) underwritten registrations under
the Securities Act of up to 12% of the Registrable Shares (which for this
purpose shall be calculated without giving effect to the proviso set forth in
the definition of "Registrable Shares") on Form S-1 or Form S-2 or any similar
long-form registration statement ("Long-Form Registration") during the two years
following the expiration of such twelve (12) month period. In the alternative,
subject to Section 2(c) and 2(e), Holdings may request underwritten
registrations under the Securities Act of such Registrable Shares on Form S-3 or
any similar short-form registration statement ("Short-Form Registration"), if
available. Within 10 days after receipt of any request pursuant to this Section
2(a), the Corporation shall send notice to the holders of Registrable Shares of
such request and the Corporation will include in such registration all
Registrable Shares with respect to which the Corporation has received written
requests for inclusion therein within 21 days after the Corporation's notice has
been given for Long Form Registration and within 21 days after the Corporation's
notice has been given for Short Form Registration. All registrations requested
pursuant to this Section 2(a) are referred to herein as "Demand Registrations".
Once the Corporation has become subject to the reporting requirements of the
Securities Exchange Act, the Corporation will use its best efforts to make
Short-Form Registrations available for the sale of Registrable Shares. The
Demand Registrations shall each be an underwritten public offering, and if the
underwriter for marketing or other reasons requests the inclusion in the
registration statement of information that is not required under the Securities
Act to be included in a registration statement on the applicable form for the
Short-Form Registration, the Corporation will provide such information as may be
reasonably requested for inclusion by the underwriter in the Short-Form
Registration.

        (b) Registration Expenses. The Corporation will pay all Registration
Expenses for up to three Demand Registration requested by Holdings pursuant to
Section 2(a) (the "Corporation-Paid Demand Registrations"). A registration will
not count as the Corporation-Paid Demand Registration until and unless it has
become effective.

        (c) Priority on Demand Registrations. Subject to Section 2(e), if the
managing underwriters in a Demand Registration advise the Corporation in writing
that in their opinion the inclusion of the number of Registrable Shares and
other securities requested to be included in such offering creates a substantial
risk that the price per share of Class A Common Stock to be sold in the offering
will be reduced, the Corporation will include in such registration, prior to the
inclusion of any securities which are not Registrable Shares, the number of
Registrable Shares requested to be included which in the opinion of such
underwriters can be sold in such offering without creating such a risk.

                                       -3-

<PAGE>

        (d) Underwritten Registrations. No Person may participate in any
registration hereunder which is underwritten unless such Person (a) agrees to
sell such Person's Registrable Shares on the basis provided in any underwriting
arrangements approved by the Person or Persons entitled hereunder to approve
such arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements. Holdings will have the right
to select the managing underwriters to administer any offering of Registrable
Shares in which the Corporation does not participate as a seller, subject to the
prior approval of the Corporation, which approval shall not be unreasonably
withheld, and the Corporation will have such right, in its sole discretion, in
any offering in which it does participate as a seller.

        (e) Restrictions on Registrations. Notwithstanding the provisions of
this Section 2, the Corporation shall not be obligated to effect any such
registration, qualification or compliance pursuant to this Section 2: (A) if the
aggregate price to the public of the Registrable Shares and such other
securities (if any) which are proposed to be sold is less than five million
dollars ($5,000,000); (B) if the Corporation has, within the six (6) month
period preceding the date of such request, already effected a registration
requested by Holdings pursuant to this Section 2 and such registration has been
declared or ordered effective, (D) after the Corporation has effected three (3)
registrations pursuant to this Section 2, and such registrations have been
declared or ordered effective and been maintained effective as provided herein;
or (D) if the Independent Directors determine that such registration would be
contrary to the best interest of the Corporation. The Independent Directors may
consider several factors in making such determination including stock price
performance, equity market conditions and the Corporation's operating results.

        (f) Right to Terminate Registration. The Corporation shall have the
right to terminate or withdraw any registration initiated by it under this
Section 2 prior to the effectiveness of such registration whether or not
Registrable Shares were to be included in such registration upon determination
by the Independent Directors of Corporation that such registration would be
contrary to the best interest of the Corporation. The Registration Expenses of
such withdrawn registration shall be borne by the Corporation.

        (g) Class of Shares to be Registered. The Corporation shall not be
obligated to effect any Demand Registration hereunder for any class of Common
Stock other than Class A Common Stock.

                                       -4-

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     3. Holdback Agreements. Holdings hereby agrees that it shall not offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, lend or otherwise transfer or dispose of, directly or indirectly, any
Common Stock (or other securities) of the Corporation or enter into any swap,
hedging or other arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of any Common Stock (or other
securities) of the Corporation held by Holdings (other than those included in
the registration) for a period specified by the representative of the
underwriters not to exceed one hundred eighty (180) days following the effective
date of a registration statement of the Corporation filed under the Securities
Act; provided that:

            (i) such agreement shall not apply to any shares of Common Stock
(or other securities) purchased in the initial public offering or purchased in
the open market following the initial public offering; and

            (ii) the executive officers and directors of the Corporation enter
into similar agreements.

     Holdings agrees to execute and deliver such other agreements as may be
reasonably requested by the Corporation or any underwriter which are consistent
with the foregoing or which are necessary to give further effect thereto. In
addition, if requested by the Corporation or the representative or
representatives of the underwriters, Holdings shall provide, within ten (10)
days of such request, such information as may be required by the Corporation or
such representative in connection with the completion of any public offering of
the Corporation's securities pursuant to a registration statement filed under
the Securities Act. The obligations described in this paragraph shall not apply
to a registration relating solely to employee benefit plans on Form S-1 or Form
S-8 or similar forms that may be promulgated in the future, or a registration
relating solely to a transaction on Form S-4 or similar forms that may be
promulgated in the future pursuant to Rule 145 of the Securities Act.

     4. Registration Procedures.

        (a) Subject to Section 2(a), whenever Holdings has requested that any
Registrable Shares be registered pursuant to the terms of this Agreement, the
Corporation will use its best efforts to effect the registration and the sale of
such Registrable Shares in accordance with the intended method of disposition
thereof, and pursuant thereto the Corporation will as expeditiously as possible:

            (i) prepare and file with the Commission a registration statement on
the appropriate form with respect to such Registrable Shares and use its best
efforts to cause such registration statement to become effective as soon as
practicable after such filing;

            (ii) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective and
to comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement until such
time as the Registrable Shares registered thereunder have been disposed of

                                       -5-

<PAGE>

in accordance with the intended methods of disposition set forth in such
registration statement, but in no event for a period in excess of 6 months;

            (iii) furnish to Holdings and the underwriters of the securities
being registered such number of copies of such registration statement, each
amendment and supplement thereto, the prospectus included in such registration
statement (including each preliminary prospectus) and such other documents as
Holdings or underwriters may reasonably request in order to facilitate the
disposition of the Registrable Shares or the sale of such securities by such
underwriters;

            (iv) use its best efforts to register or qualify such Registrable
Shares under such other securities laws of such jurisdictions as Holdings
reasonably requests and do any and all other acts and things which may be
necessary or desirable to enable the holders of Registrable Shares to consummate
the public sale or other disposition in such jurisdictions of the Registrable
Shares (provided, however, that the Corporation will not be required to (i)
qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subparagraph or (ii) consent to
general service of process in any such jurisdiction);

            (v) use its best efforts to cause all such Registrable Shares to be
listed on each securities exchange on which similar securities issued by the
Corporation are then listed, or if no similar securities issued by the
Corporation are then listed on a securities exchange, either a national
securities exchange or the New York Stock Exchange, as selected by the
Corporation;

            (vi) provide a transfer agent and registrar for all such Registrable
Shares not later than the effective date of such registration statement;

            (vii) enter into customary agreements (including underwriting
agreements) and take all such other actions as Holdings or the underwriters, if
any, reasonably request in order to expedite or facilitate the disposition of
such Registrable Shares (including, but not limited to, effecting a stock split
or a combination of shares);

            (viii) make available for inspection by Holdings, any underwriter
participating in any disposition pursuant to such registration statement, and
any attorney, accountant or other agent designated by any such seller or
underwriter, all financial and other records, pertinent corporate documents and
properties of the Corporation, and cause the Corporation's officers, directors,
employees and independent accountants to supply all information reasonably
requested by any such seller, underwriter, attorney, accountant or agent in
connection with such registration statement;

            (ix) notify Holdings, promptly after it shall receive notice
thereof, of the time when such registration statement has become effective or a
supplement to any prospectus forming a part of such registration statement has
been filed;

            (x) notify Holdings of any request by the Commission for the
amending or supplementing of such registration statement or prospectus or for
additional information;

                                       -6-

<PAGE>

               (xi) prepare and file with the Commission, promptly upon the
request of Holdings, any amendments or supplements to such registration
statement or prospectus which, in the opinion of counsel selected by Holdings,
is required under the Securities Act or the rules and regulations thereunder in
connection with the distribution of Registrable Shares by Holdings;

               (xii) prepare and promptly file with the Commission and promptly
notify Holdings of the filing of such amendment or supplement to such
registration statement or prospectus as may be necessary to correct any
statements or omissions if, at the time when a prospectus relating to such
securities is required to be delivered under the Securities Act, any event shall
have occurred as the result of which any such prospectus or any other prospectus
as then in effect would include an untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein, in the
light of the circumstances in which they were made, not misleading;

               (xiii) advise Holdings, promptly after it shall receive notice or
obtain knowledge thereof, of the issuance of any stop order by the Commission
suspending the effectiveness of such registration statement or the initiation or
threatening of any proceeding for such purpose and promptly use all reasonable
efforts to prevent the issuance of any stop order or to obtain its withdrawal if
such stop order should be issued;

               (xiv) in case of a Demand Registration, at least 48 hours, and
with respect to any other registration, as soon as reasonably practicable, prior
to the filing of any registration statement or prospectus or any amendment or
supplement to such registration statement or prospectus, furnish a copy thereof
to Holdings and refrain from filing any such registration statement, prospectus,
amendment or supplement to which counsel selected by Holdings shall have
reasonably objected, unless, in the case of an amendment or supplement, in the
opinion of counsel for the Corporation the filing of such amendment or
supplement is reasonably necessary to protect the Corporation from any material
liabilities under any applicable federal or state law and such filing will not
violate applicable laws; and

               (xv) at the request of Holdings in connection with an
underwritten offering, furnish on the date or dates provided for in the
underwriting agreement: (A) an opinion of counsel, addressed to the underwriters
and Holdings, covering such matters as such underwriters and Holdings may
reasonably request; and (B) a letter or letters from the independent certified
public accountants of the Corporation addressed to the underwriters and
Holdings, covering such matters as such underwriters and Holdings may reasonably
request, in which letters such accountants shall state, without limiting the
generality of the foregoing, that they are independent certified public
accountants within the meaning of the Securities Act and that in the opinion of
such accountants the financial statements and other financial data of the
Corporation included in the registration statement, the prospectus, or any
amendment or supplement thereto comply in all material respects with the
applicable accounting requirements of the Securities Act.

          (b) The Corporation may require Holdings to furnish to the Corporation
such information regarding the distribution of such securities and such other
information relating to Holdings and its ownership of Registrable Shares as the
Corporation may from time to time reasonably request in writing. Holdings agrees
to furnish such information to the Corporation

                                      -7-

<PAGE>

and to cooperate with the Corporation as reasonably necessary to enable the
Corporation to comply with the provisions of this Agreement.


     5. Registration Expenses.

          (a) All expenses incident to the Corporation's performance of or
compliance with this Agreement, including, but not limited to, all registration
and filing fees, fees and expenses of compliance with federal, state and foreign
securities laws, printing expenses, messenger and delivery expenses, and fees
and disbursements of counsel for the Corporation and its independent certified
public accountants, underwriters (excluding discounts and commissions
attributable to the Registrable Shares included in such registration) and other
Persons retained by the Corporation (all such expenses being herein called
"Registration Expenses"), will be borne by the Corporation. In addition, the
Corporation will pay its internal expenses (including, but not limited to, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit or quarterly review, the
expense of any liability insurance obtained by the Corporation and the expenses
and fees for listing the securities to be registered on each securities
exchange.

          (b) In connection with any registration statement in which Registrable
Shares are included, the Corporation will reimburse Holdings for the reasonable
cost and expenses incurred by Holdings in connection with such registration,
including, but not limited to, reasonable fees and disbursements (not to exceed
$25,000) of one counsel chosen by Holdings.


     6. Indemnification.

          (a) The Corporation agrees to indemnify, to the fullest extent
permitted by law, Holdings, its officers and directors and each Person who
controls Holdings (within the meaning of the Securities Act or the Securities
Exchange Act) from and against all losses, claims, damages, liabilities and
expenses (including, but not limited to, attorneys' fees except as limited by
Section 6(c)) arising out of or based upon any untrue or alleged untrue
statement of a material fact contained in any registration statement, prospectus
or preliminary prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading or any violation by the
Corporation of any Federal or state securities laws; provided, however, that the
Corporation will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based on (A) any such
untrue statement or alleged untrue statement or omission or alleged omission
made therein in reliance upon and in conformity with written information
furnished to the Corporation by or on behalf of Holdings or any holder of
Registrable Shares or any underwriter specifically for inclusion therein, (B)
use of a registration statement or the related prospectus during a period when
use of such prospectus has been suspended and Holdings has received prior notice
of such suspension, or (C) if Holdings or a holder of Registrable Shares fails
to deliver a prospectus, as them amended or supplemented, provided that the
Corporation shall have delivered such prospectus, as then amended or
supplemented. In connection with an underwritten offering, the Corporation will
indemnify such underwriters, their officers and directors and each Person who
controls such underwriters (within the meaning of the Securities Act or the
Securities Exchange Act) to the same extent as provided above with respect to
the indemnification of Holdings. The reimbursements required by this

                                      -8-

<PAGE>

Section 7(a) will be made by periodic payments during the course of the
investigation or defense, as and when bills are received or expenses incurred.

          (b) In connection with any registration statement in which Holdings
is, and/or holders of Registered Shares are participating, Holdings and/or any
such holder will furnish to the Corporation in writing such information and
affidavits as are required by applicable securities laws or as the Corporation
reasonably requests for use in connection with any such registration statement
or prospectus and, to the fullest extent permitted by law, will indemnify the
Corporation, its directors and officers and each Person who controls the
Corporation (within the meaning of the Securities Act or the Securities Exchange
Act) from and against any losses, claims, damages, liabilities and expenses
(including, but not limited to, attorneys' fees except as limited by Section
6(c)) resulting from any untrue statement of a material fact contained in the
registration statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or any omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading, but
only to the extent that such untrue statement or omission is contained in any
information or affidavit so furnished in writing by Holdings or a holder of
Registrable Shares.

          (c) Any Person entitled to indemnification hereunder will (i) give
prompt written notice to the indemnifying party of any claim with respect to
which it seeks indemnification and (ii) unless in such indemnified party's
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the
indemnifying party will not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent will not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim will not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim.

          (d) If the indemnification provided for in this Section is held by a
court of competent jurisdiction to be unavailable to an indemnified party with
respect to any losses, claims, damages or liabilities referred to herein, the
indemnifying party, in lieu of indemnifying such indemnified party thereunder,
shall to the fullest extent permitted by applicable law contribute to the amount
paid or payable by such indemnified party as a result of such loss, claim,
damage or liability in such proportion as is appropriate to reflect the relative
fault of the indemnifying party on the one hand and of the indemnified party on
the other in connection with the matters that resulted in such loss, claim,
damage or liability, as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and of the indemnified party shall be
determined by a court of law by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission to state a
material fact related to information supplied by the indemnifying party or by
the indemnified party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement of omission. In
no event shall the amounts payable in indemnity or contribution

                                       -9-

<PAGE>

by Holdings under Section 6 exceed the net proceeds received by Holdings in the
registered offering out of which such indemnification arises.

          (e) Notwithstanding the foregoing, to the extent that the provisions
on indemnification and contribution contained in the underwriting agreement
entered into in connection with the underwritten pubic offering are in conflict
with the foregoing provisions, the provisions in the underwriting agreement
shall control.

          (f) The indemnification provided for under this Agreement will remain
in full force and effect regardless of any investigation made by or on behalf of
the indemnified party or any officer, director or controlling Person of such
indemnified party and will survive the transfer of securities.

     7. Compliance with Rule 144 and Rule 144A. At any time and from time to
time after (a) the Corporation registers a class of securities under Section 12
of the Securities Exchange Act, or (b) the expiration of 90 days following the
close of business on the earlier of such date as the Corporation commences to
file reports under Section 13 or Section 15(d) of the Securities Exchange Act,
the Corporation will (i) forthwith furnish to any holder upon request a written
statement of compliance with the filing requirements of the Commission as set
forth in Rule 144 as such rule may be amended from time to time, (ii) make
available to the public and such holders such information as will enable
Holdings to make sales pursuant to Rule 144, and (iii) file with the Commission
in a timely manner all reports and other documents required of the Corporation
under The Exchange Act. Unless the Corporation is subject to Section 13 or
Section 15(d) of the Securities Exchange Act, the Corporation will provide to
Holdings the information described in Rule 144A(d)(4) promulgated by the
Commission.

     8. Adjustments Affecting Registrable Shares. The Corporation will not take
any action, or permit any change to occur, with respect to its securities which
would adversely affect the ability of Holdings to include Registrable Shares in
a registration undertaken pursuant to this Agreement or which would adversely
affect the marketability of such Registrable Shares in any such registration.

     9. Remedies. Any Person having rights under any provision of this Agreement
will be entitled to enforce such rights specifically, to recover damages caused
by reason of any breach of any provision of this Agreement and to exercise all
other rights granted by law.

     10. Termination. This Agreement shall remain in full force and effect until
June 27, 2005; provided, that Sections 4, 5 and 6 shall survive the termination
of this Agreement until the covenants set forth therein are fully discharged.

     11. Amendments and Waivers. Except as otherwise expressly provided herein,
the provisions of this Agreement may be amended or waived at any time only by
the written agreement of the Corporation and Holdings. Any waiver, permit,
consent or approval of any kind or character on the part of any such holders of
any provision or condition of this Agreement must be made in writing and shall
be effective only to the extent specifically set forth in writing. Any amendment
or waiver effected in accordance with this paragraph shall be binding upon
Holdings and the Corporation.

                                      -10-

<PAGE>

     12. Successors and Assigns. Except as otherwise expressly provided herein,
all covenants and agreements contained in this Agreement by or on behalf of any
of the parties hereto will bind and inure to the benefit of the respective
successors and assigns of the parties hereto, whether so expressed or not. In
addition, and whether or not any express assignment has been made, the
provisions of this Agreement which are for the benefit of purchasers or holders
of Registrable Shares are also for the benefit of, and enforceable by, any
subsequent holder of Registrable Shares who consents in writing to be bound by
this Agreement; provided, however, only Holdings shall be entitled to request a
Demand Registration.

     13. Final Agreement. This Agreement constitutes the final agreement of the
parties concerning the matters referred to herein, and supersedes all prior
agreements and understandings, including without limitation, the Original
Agreement.

     14. Severability. Whenever possible, each provision of this Agreement will
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid
under applicable law, such provision will be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of this
Agreement.

     15. Descriptive Headings. The descriptive headings of this Agreement are
inserted for convenience of reference only and do not constitute a part of and
shall not be utilized in interpreting this Agreement.

     16. Notices. Any notices required or permitted to be sent hereunder shall
be delivered personally, or mailed, certified mail, return receipt requested, or
delivered by overnight courier service to the following addresses, or such other
addresses as shall be given by notice delivered hereunder, and shall be deemed
to have been given upon receipt, if delivered personally, or mailed, or one
business day after delivery to the courier, if delivered by overnight courier
service:

     If to Holdings, to the address set forth on the stock record books of the
Corporation.

     If to the Corporation, to:

          Hewitt Associates, Inc.
          100 Half Day Road
          Lincolnshire, Illinois  60069
          Attention:  General Counsel

     17. Governing Law. The validity, meaning and effect of this Agreement shall
be determined in accordance with the laws of the State of Illinois applicable to
contracts made and to be performed in that state.

     18. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, and such counterparts together shall constitute one instrument. Each
party shall receive a duplicate original of the counterpart copy or copies
executed by it and the Corporation.

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     The remainder of this page has been intentionally left blank. Signature
page follow.

                                      -12-



<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement on the date first set forth above.



                                       HEWITT ASSOCIATES, INC.

                                       By: /s/ Dale L. Gifford
                                           ----------------------------
                                       Name: Dale L. Gifford
                                       Title: Chief Executive Officer


                                       HEWITT HOLDINGS LLC


                                       By: /s/ C.L. Connolly III
                                           ----------------------------
                                       Name: C. L. Connolly III
                                       Title: Authorized Representative