EXHIBIT 4.4


                               SECOND AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT



          THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT,  dated
as of July 22, 1994 (this "Amendment"),  by and among NATIONAL COMPUTER SYSTEMS,
INC., a Minnesota  corporation (the  "Company"),  the BANKS  signatories  hereto
(each  a  "Bank"  and,  collectively,  the  "Banks")  and  FIRST  BANK  NATIONAL
ASSOCIATION,  a national banking  association,  as administrative  agent for the
Banks (in such capacity, the "Agent").

                                   WITNESSETH:

          WHEREAS,  the Company, the Banks and the Agent entered into an Amended
and Restated  Credit  Agreement dated as of July 31, 1991, as amended by a First
Amendment to Amended and Restated Credit  Agreement dated as of January 25, 1994
(as so amended, the "Credit Agreement"); and

          WHEREAS,  the  Company  and the  Banks  desire  to  amend  the  Credit
Agreement in certain respects.

          NOW,  THEREFORE,  in consideration of the foregoing and for other good
and  valuable  consideration,  the  receipt  and  adequacy  of which are  hereby
acknowledged by the parties hereto, it is agreed as follows:

          1. Defined  Terms.  All terms  capitalized  and used in this Amendment
without being defined shall have the meanings set forth in the Credit Agreement,
as amended hereby.

          2.  Restatement  of  Original  Aggregate  Commitment  Amount.  At  the
Company's  request,  the Banks  hereby  agree that the full  original  Aggregate
Commitment  Amount of  $40,000,000  shall be reinstated as of the effective date
hereof,  with each Bank  assuming its original Pro Rata Share of such  Aggregate
Commitment  Amount.  The reinstatement set forth above is limited to the express
terms thereof,  and nothing herein shall be deemed a consent by the Banks to any
subsequent  reinstatement  of any  portion of the  Aggregate  Commitment  Amount
following a reduction  thereof pursuant to Section 2.3 of the Credit  Agreement,
or any  right  on the  part of the  Company  to have  any  such  portion  of the
Aggregate Commitment Amount so reinstated.

          3. Conditions to Effectiveness of This Amendment. This Amendment shall
become  effective  when the Agent  shall  have  received  this  Amendment,  duly
executed  and  delivered  by the  Company  and  the  Banks,  and  the  following
conditions are satisfied:

          (a) the following documents each in form and substance satisfactory to
the Agent and its counsel, shall have been delivered to the Agent:

                   (i) copies of the  resolutions  of the Board of  Directors of
          the Company  authorizing  the execution,  delivery and  performance of
          this Amendment and any other instrument or document  hereunder and the
          other matters  contemplated  hereby,  certified by the Secretary or an
          Assistant Secretary of the Company;

                  (ii)  copies of  certificates  signed by the  Secretary  or an
          Assistant  Secretary of the Company as to the  incumbency and specimen
          signature  of each Person  authorized  to execute and  delivered  this
          Amendment and any other instrument or agreement hereunder;

                  (iii) copies of  certificates  of the Secretary,  an Assistant
          Secretary or authorized  representative of the Company certifying that
          there have been no changes to the Articles of  Incorporation or bylaws
          of the  Company  since  the date of the  most  recent  certified  copy
          thereof delivered to the Agent; and

                   (iv)such other documents, instruments, opinions and approvals
           as the Banks may reasonably request.

          (b) The  Company  agrees  to pay the  reasonable  fees  and  expenses,
including  reasonable  attorneys' fees, incurred by the Agent in connection with
this Amendment.

          4. Affirmations.  The parties hereto acknowledge and confirm that, the
Credit  Agreement  as  hereby  amended  remains  in full  force  and  effect  in
accordance with its terms,  and (ii) the Company  acknowledges and confirms that
it will continue to comply with the  covenants set out in the Credit  Agreement,
as amended hereby,  and that its  representations  and warranties set out in the
Credit Agreement, as amended hereby, are true and correct as of the date of this
Amendment,  except to the extent that such representations and warranties relate
to an earlier  date, in which case they were true and correct as of such earlier
date.

          5.  Counterparts.  This  Amendment  may be  executed  in any number of
counterparts,  each of which  shall be  original;  but such  counterparts  shall
together constitute but one and the same instrument,  with the same effect as if
the signatures hereto were on the same instrument.


          IN WITNESS  WHEREOF,  the parties hereto have caused this Amendment to
be executed by the respective  officers thereunto duly authorized as of the date
first above written.

                                         NATIONAL COMPUTER SYSTEMS, INC.


                                         By: /s/ Charles W. Oswald
                                         Name: Charles W. Oswald
                                         Its: Chairman, President and Chief
                                              Executive Officer

                                         By: /s/ J.W. Fenton, Jr.
                                         Name: J.W. Fenton, Jr.
                                         Its: Secretary-Treasurer


                                         FIRST BANK NATIONAL ASSOCIATION,
                                         in its individual capacity and as Agent


                                         By: /s/ Joel C. Kozlak
                                         Its: Vice President


                                         NORWEST BANK MINNESOTA
                                          NATIONAL ASSOCIATION


                                         By: /s/ Mary D. Falck
                                         Its: Vice President

                                         THE FIRST NATIONAL BANK OF CHICAGO


                                         By: /s/ Armund J. Schoen, Jr.
                                         Its: Vice President



<PAGE>

                              ASSIGNMENT AGREEMENT

                  This Agreement (the "Agreement") is entered into as of the 1st
day of June,  1995 by and among  First  Bank  National  Association,  a national
banking association ("First"),  Norwest Bank Minnesota,  National Association, a
national banking association ("Norwest"),  The First National Bank of Chicago, a
national banking association  ("First Chicago"),  and National Computer Systems,
Inc., a Minnesota corporation ("NCS").

                  The parties have  entered into an Amended and Restated  Credit
Agreement dated as of July 31, 1991, as amended by amendments  dated January 25,
1994 and July 22, 1994,  setting forth the terms on which the Banks,  as defined
therein,  have extended a $40,000,000  line of credit to NCS (together  with all
amendments, modifications and restatements thereof, the "Credit Agreement").

                  The parties  have agreed that First shall  resign its capacity
as Agent under the Credit Agreement and that Norwest shall be appointed as Agent
under the Credit Agreement.

                  In connection with the transfer of the agency under the Credit
Agreement, First shall assign $4,000,000 of its $16,000,000 commitment under the
Credit Agreement to Norwest.

                  ACCORDINGLY,   in   consideration   of  the  mutual  covenants
contained  in the Credit  Agreement  and  herein,  the parties  hereby  agree as
follows:

                  1. Definitions.  Unless otherwise  defined herein,  terms used
herein have the meanings  provided in the Credit  Agreement.  In  addition,  the
following term has the meaning set forth below:

                  "Adjustment Date" means June 1, 1995.

                  2.  Agency.  Pursuant to Section 8.7 of the Credit  Agreement,
First  hereby  resigns its  capacity as Agent  under the Credit  Agreement,  and
First,  Norwest and First Chicago hereby appoint  Norwest as the successor Agent
thereunder.  The Company hereby  consents to the appointment of Norwest as Agent
under the Credit Agreement,  and Norwest hereby accepts such  appointment.  Each
reference in the Credit Agreement to the "Agent" shall hereafter be deemed to be
a  reference   to  Norwest   acting  in  its   capacity  as  Agent   thereunder.
Notwithstanding any provision of the Credit Agreement or the Notes, all payments
under the Credit Agreement and the notes from and after the date hereof shall be
made to Norwest at its main office in Minneapolis,  Minnesota,  or at such other
place as the Agent may from time to time direct.

                  3.       Assignment of Loan.

                  (a) First  hereby  assigns  to  Norwest,  and  Norwest  hereby
         purchases from First, one quarter (25%) of First's  interests as a Bank
         under the Credit Agreement,  including $4,000,000 of First's Commitment
         Amount and one-quarter (25%) of the outstanding Loans owing to First.

                  (b)  First   represents  and  warrants  to  Norwest  that  the
         aggregate  principal amount of the outstanding  Loans owing to First on
         the Adjustment Date is $1,640,000. Except as set forth in the preceding
         sentence, the assignment effected hereby is made without representation
         or warranty.

                  (c)      From and after the Adjustment Date:

                  (i)      Norwest's Commitment Amount shall be $16,000,000, and
                           Norwest  shall  be  deemed  to have  assumed  First's
                           Commitment  to  the  extent  of the  increase  in its
                           Commitment Amount in accordance herewith;  

                  (ii)     First  Commitment  Amount shall be  $12,000,000,  and
                           First  shall be  relieved  of all of its  obligations
                           under  the  Credit  Agreement  to the  extent  of the
                           reduction  in its  Commitment  Amount  in  accordance
                           herewith;

                  (iii)    Norwest's  Pro Rata Share  shall be 40%,  and First's
                           Pro Rata Share shall be 30%.

                  (d) As of the  Adjustment  Date,  after  giving  effect to the
         assignment  effected  hereby,  the  principal  amount of Loans owing to
         Norwest shall be $1,640,000, and the principal amount of Loans owing to
         First shall be $1,230,000.

                  (e) On or before the Adjustment Date, the Borrower shall issue
         and deliver to the Agent its promissory  notes in the forms of Exhibits
         A and B to this Agreement (the  "Replacement  Notes").  The Agent shall
         deliver the  Replacement  Notes to the  applicable  Banks promptly upon
         receipt by the Agent.

                  (f)  On  the  Adjustment  Date,  Norwest  shall  wire-transfer
         $410,000 to First in full payment for the interest in the Loans and the
         Credit  Agreement  assigned by First  hereunder.  Such payment shall be
         directed as follows:

                           First Bank National Association
                           ABA Routing No. 09100022

                           for credit to:
                           Commercial Loan Service Center
                           Account No. 30000472160600

                           Reference:  National Computer Systems, Inc.

                  (g)  Each  of  the  parties  hereto  hereby  consents  to  the
         assignment described in this section 3.

                  4. Miscellaneous. NCS and First shall execute and deliver such
further  documents and do such further acts and things as Norwest may reasonably
request in order to effect the purpose of this Agreement.  This Agreement may be
executed  in any number of  counterparts  by the parties  hereto,  each of which
counterparts  shall be deemed to be an original and all of which shall  together
constitute one and the same  agreement.  This Agreement shall be governed by the
internal law of the State of Minnesota.

                  IN  WITNESS  WHEREOF,   the  undersigned  have  executed  this
Agreement as of the Adjustment Date set forth above.

FIRST BANK NATIONAL                            NORWEST BANK MINNESOTA,
  ASSOCIATION, as a Bank as the                  NATIONAL ASSOCIATION, as a
  resigning Agent                                Bank and as the successor Agent


By  /s/ Joel C. Kozlak                         By  /s/ Mary D. Falck
Its  Vice President                            Its  Vice President


THE FIRST NATIONAL BANK OF                     NATIONAL COMPUTER SYSTEMS, INC.
  CHICAGO

By  /s/ Amy L. Golz                            By  /s/ Russell A. Gullotti
Its  Assistant Vice President                  Its  Chairman and CEO



                                               By  /s/ J.W. Fenton, Jr.
                                               Its  Secretary-Treasurer


<PAGE>

                                                                      EXHIBIT A

                                      NOTE


$12,000,000                                                         June 1, 1995

         For Value Received,  National  Computer  Systems,  Inc. (the "Company")
hereby  promises  to pay to the order of First Bank  National  Association  (the
"Bank") the principal  amount of each Loan made by the Bank to the Company under
the Credit  Agreement (as defined  below) in accordance  with the  provisions of
Section 2 of the Credit  Agreement;  provided that on or before the  Termination
Date (as defined in the Credit  Agreement),  the  Company  shall pay in full the
unpaid  principal  amount of all Loans made by the Bank to the Company under the
Credit Agreement.

         The  Company  also  promises to pay  interest  on the unpaid  principal
amount  hereof  from the date  hereof  until  paid at the rates and at the times
determined in accordance  with the provisions of the Amended and Restated Credit
Agreement (together with all amendments, modifications and restatements thereof,
the "Credit Agreement") dates as of July 31, 1991, among the Company,  the banks
which  are from  time to time  parties  thereto,  and  Norwest  Bank  Minnesota,
National  Association,  as agent for such banks (in such capacity,  the "Agent")
and as the successor to First Bank National Association in its capacity as agent
thereunder.

         Both the principal hereof and the interest hereon are payable in lawful
money of the  United  States  of  America  at the main  office of  Norwest  Bank
Minnesota,  National  Association in  Minneapolis,  Minnesota,  or at such other
place as the Agent may from time to time  designate,  in  Immediately  Available
Funds.

         The Company waives presentment, demand, protest and notice of any kind.
No failure to exercise, and no delay in exercising,  any rights hereunder on the
part of the holder hereof shall operate as a waiver of such rights.

         In the event an action is  commenced  to enforce  payment of this Note,
the Company  shall pay all costs of  collection  and  enforcement  of this Note,
including, without limitation, reasonable attorneys' fees.

         This Note is one of the "Notes"  referred to in, and is entitled to the
benefits  of,  the  Credit  Agreement,   which,  among  other  things,  contains
provisions for acceleration of the maturity hereof upon the happening of certain
stated  events and for  prepayment,  from time to time,  of amounts  outstanding
under this Note upon certain stated terms and conditions.

         This Note is issued in partial substitution for, but not in payment of,
the Company's Note, dated November 12, 1991, payable to the order of the Bank in
the face principal amount of $16,000,000.

         Unless otherwise defined herein, capitalized terms used herein are used
with the  defined  meanings  given in the credit  Agreement.  This Note shall be
governed by and construed in  accordance  with the internal laws of the State of
Minnesota, with respect to principles of conflict of laws.

                                                 NATIONAL COMPUTER SYSTEMS, INC.


                                                 By
                                                 Its


                                                 By
                                                 Its



<PAGE>


                                                                      EXHIBIT B

                                      NOTE


$16,000,000                                                         June 1, 1995

         For Value  Received,  National Computer  Systems,  Inc. (the "Company")
hereby  promises  to  pay  to the  order  of  Norwest  Bank  Minnesota  National
Association  (the "Bank") the principal  amount of each Loan made by the Bank to
the Company under the Credit Agreement (as defined below) in accordance with the
provisions of Section 2 of the Credit Agreement;  provided that on or before the
Termination Date (as defined in the Credit Agreement),  the Company shall pay in
full the unpaid  principal  amount of all Loans made by the Bank to the  Company
under the Credit Agreement.

         The  Company  also  promises to pay  interest  on the unpaid  principal
amount  hereof  from the date  hereof  until  paid at the rates and at the times
determined in accordance  with the provisions of the Amended and Restated Credit
Agreement (together with all amendments, modifications and restatements thereof,
the "Credit Agreement") dates as of July 31, 1991, among the Company,  the banks
which  are from  time to time  parties  thereto,  and  Norwest  Bank  Minnesota,
National  Association,  as agent for such banks (in such capacity,  the "Agent")
and as the successor to First Bank National Association in its capacity as agent
thereunder.

         Both the principal hereof and the interest hereon are payable in lawful
money of the  United  States  of  America  at the main  office of  Norwest  Bank
Minnesota,  National  Association in  Minneapolis,  Minnesota,  or at such other
place as the Agent may from time to time  designate,  in  Immediately  Available
Funds.

         The Company waives presentment, demand, protest and notice of any kind.
No failure to exercise, and no delay in exercising,  any rights hereunder on the
part of the holder hereof shall operate as a waiver of such rights.

         In the event an action is  commenced  to enforce  payment of this Note,
the Company  shall pay all costs of  collection  and  enforcement  of this Note,
including, without limitation, reasonable attorneys' fees.

         This Note is one of the "Notes"  referred to in, and is entitled to the
benefits  of,  the  Credit  Agreement,   which,  among  other  things,  contains
provisions for acceleration of the maturity hereof upon the happening of certain
stated  events and for  prepayment,  from time to time,  of amounts  outstanding
under this Note upon certain stated terms and conditions.

         This Note is issued (i) in partial substitution for, but not in payment
of, the Company's  Note,  dated  November 12, 1991,  payable to the order of the
Bank  in  the  face  principal  amount  of  $12,000,000,  and  (ii)  in  partial
substitution  for, but not in payment of, the Company's Note, dated November 12,
1991,  payable  to the  order of First  Bank  National  Association  in the face
principal amount of $16,000,000.

         Unless otherwise defined herein, capitalized terms used herein are used
with the  defined  meanings  given in the credit  Agreement.  This Note shall be
governed by and construed in  accordance  with the internal laws of the State of
Minnesota, with respect to principles of conflict of laws.

                                                 NATIONAL COMPUTER SYSTEMS, INC.


                                                 By
                                                 Its


                                                 By
                                                 Its

<PAGE>


                               THIRD AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT

          THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT  AGREEMENT,  DATED
AS OF JULY 24, 1995 (this "Amendment"),  by and among NATIONAL COMPUTER SYSTEMS,
INC., a Minnesota  corporation (the  "Company"),  the BANKS  signatories  hereto
(each a "Bank"  and  collectively  the  "Banks")  and  NORWEST  BANK  MINNESOTA,
NATIONAL  ASSOCIATION,  a national banking association,  as administrative agent
for the Banks (in such capacity, the "Agent").

                                   WITNESSETH:

          WHEREAS,  the  Company,  the Banks and the  Agent  are  parties  to an
Amended and Restated Credit Agreement dated as of July 31, 1991, as amended by a
First Amendment to Amended and Restated Credit Agreement dated as of January 25,
1994 and a Second Amendment to Amended and Restated Credit Agreement dated as of
July 22, 1994 (as so amended, the "Credit Agreement"); and

          WHEREAS,  the  Company  and the  Banks  desire  to  amend  the  Credit
Agreement in certain respects.

          NOW,  THEREFORE,  in consideration of the foregoing and for other good
and  valuable  consideration,  the  receipt  and  adequacy  of which are  hereby
acknowledged by the parties hereto, it is agreed as follows:

          1. Defined  Terms.  All terms  capitalized  and used in this Amendment
without being defined shall have the meaning set forth in the Credit  Agreement,
as amended hereby.

          2.  Amendments  to Credit  Agreement.  The Credit  Agreement is hereby
amended as follows:

          (a) The  definition  of "LIBO  Rate" in Section  1.2 is deleted in its
entirety and the following definition is substituted in its place:

                     "LIBO Rate" shall mean the rate per annum determined by the
          Agent, on the basis of the Reuters Screen LIBO page, to be the rate at
          which U.S. Dollar deposits in immediately  available funds are offered
          to the Agent as of 11:00 a.m.  (London time) two  Eurodollar  Business
          Days prior to the beginning of the proposed  Interest Period for funds
          to be made  available on the first day of such  Interest  Period in an
          amount  approximately equal to the amount of the LIBOR Loan to be made
          by the Agent (in its  individual  capacity) and maturing at the end of
          such Interest Period."

          (b) The definition of "Termination  Date" in Section 1.2 is amended by
changing the date set forth therein from "August 1, 1996" to "August 1, 1998".

          (c)  Section  2.2(a) is amended by deleting  clause  (ii)  thereof and
substituting in its place the following new clause:

         "(ii) the  aggregate  principal  amount of the Loans to be made on such
         date,  which  shall be in the  minimum  amount  of (A)  $100,000  or an
         integral  multiple of $100,000 in the case of Reference  Loans, and (B)
         $500,000 or an  integral  multiple of $100,000 in excess of $500,000 in
         the case of CD Loans and LIBOR Loans."

          (d) Section 2.7 is amended by deleting the second and third  sentences
thereof and substituting in their place the following two new sentences:

         "Interest on the Reference Loans shall be payable monthly,  in arrears,
         on the  first  Business  Day of the  month  following  the  month  such
         interest has accrued and on the Termination Date. Interest on the Fixed
         Rate  Loans  shall  be  payable  in  arrears  on  the  last  day of the
         applicable Interest Period or such other date as such Loans are paid in
         full;  provided,  however,  that accrued  interest on CD Loans or Libor
         Loans with an Interest Period  exceeding  approximately  30 days or one
         month, respectively,  shall also be payable during such Interest Period
         on the  first  Business  Day of the  month  following  the  month  such
         interest has accrued."

          (e)  Section  2.8 is amended  by  deleting  clause  (iv)  thereof  and
substituting in its place the following new clause:

         "(iv) no Reference Loan, Federal Funds Loan or CD Loan may be converted
         into a LIBOR Loan, no Reference Loan,  Federal Funds Loan or LIBOR Loan
         may be  converted  into a CD Loan and no  LIBOR  Loan or CD Loan may be
         refunded  if a  Default  or  Event  of  Default  has  occurred  and  is
         continuing on the proposed date of conversion or refunding."

          (f)  The following new Section 5.13 is added at the end of  Section 5:

                             "5.13.  Sales and Transfers of Assets.  The Company
         shall  promptly  notify the Agent of any  proposed  sale or transfer of
         assets of the Company or any  Subsidiary  if such assets  shall have an
         aggregate book value or fair market value in excess of $15,000,000,  or
         are proposed to be sold or  transferred  for a purchase price in excess
         of  $15,000,000,  whether  in  a  single  transaction  or a  series  of
         transactions.  Before such proposed sale or transfer is completed,  the
         Company shall provide to the Agent such reasonably detailed information
         which shows,  to the best of its  knowledge,  that such  transaction or
         transactions,  when completed,  will not cause a Default or an Event of
         Default  and shall  provide the Agent with any  additional  information
         reasonably requested by the Agent or the Banks."

          3. Conditions to Effectiveness of This Amendment. This Amendment shall
become  effective  when the Agent  shall  have  received  this  Amendment,  duly
executed  and  delivered  by the  Company  and  the  Banks,  and  the  following
conditions are satisfied:

          (a) The following documents,  each in form and substance  satisfactory
to the Agent and its counsel, shall have been delivered to the Agent:

                  (i) copies of the resolutions of the Board of Directors of the
         Company  authorizing  the execution,  delivery and  performance of this
         Amendment and any other instrument or document  hereunder and the other
         matters contemplated hereby, certified by the Secretary or an Assistant
         Secretary of the Company;

                  (ii)  copies  of  the  certificates  signed  by  the Secretary
         or  an  Assistant Secretary  of the  Company  as  to the incumbency and
         specimen  signature of  each  Person authorized  to execute and deliver
         this Amendment and any other instrument or agreement hereunder;

                  (iii) copies of  certificates  of the Secretary,  an Assistant
         Secretary or authorized  representative of the Company  certifying that
         there have been no changes to the Articles of  Incorporation  or bylaws
         of the Company since the date of the most recent certified copy thereof
         delivered to the Agent or the predecessor Agent; and

                  (iv) such other documents, instruments, opinions and approvals
         as the Banks may reasonably request.

         (b) The  Company  shall  have paid the  reasonable  fees and  expenses,
including  reasonable  attorneys' fees, incurred by the Agent in connection with
this Amendment.

         4.  Affirmations.  The parties hereto  acknowledge and confirm that the
Credit  Agreement  as  hereby  amended  remains  in full  force  and  effect  in
accordance  with its terms,  and the Company  acknowledges  and confirms that it
will continue to comply with the covenants set out in the Credit  Agreement,  as
amended  hereby,  and that its  representations  and  warranties  set out in the
Credit Agreement, as amended hereby, are true and correct as of the date of this
Amendment,  except to the extent that such representations and warranties relate
to an earlier  date, in which case they were true and correct as of such earlier
date.
          5.  Counterparts.  This  Amendment  may be  executed  in any number of
counterparts,  each of which shall be an original;  but such counterparts  shall
together constitute but one and the same instrument,  with the same effect as if
the signatures hereto were on the same instrument.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
                            [SIGNATURE PAGE FOLLOWS]



<PAGE>



                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment to be executed by the respective officers thereunto duly authorized as
of the date first above written.


                                    NATIONAL COMPUTER SYSTEMS, INC.


                                    By:   /s/ Russell A. Gullotti
                                    Its:  Chairman, President and Chief Exec.
                                          Officer


                                    By:   /s/ J.W. Fenton, Jr.
                                    Its:  Secretary - Treasurer


                                    NORWEST BANK MINNESOTA,
                                        NATIONAL ASSOCIATION,
                                    in its individual capacity and as Agent


                                    By:   /s/ Mary D. Falck
                                    Its:  Vice President


                                    FIRST BANK NATIONAL ASSOCIATION


                                    By:   /s/ Joel C. Kozlak
                                    Its:  Vice President


                                    THE FIRST NATIONAL BANK OF CHICAGO


                                    By:   /s/ Amy L. Golz
                                    Its:  Assistant Vice President