Board Committees

The Board will have at all times an Audit Committee, a Compensation and Leadership Committee, and a Nominating and Corporate Governance Committee. Each of these Committees will consist solely of independent directors satisfying, at a minimum, applicable legal, regulatory and stock exchange requirements. Committee members will be appointed by the full Board with consideration of the desires of individual directors.

The Board may, from time to time, establish or maintain additional committees as it deems necessary or appropriate.

Rotation of Committee Assignments and Chairs

Committee assignments and the designation of committee chairs should be based on each director's knowledge, interests and areas of expertise. The Board does not favor mandatory rotation of committee assignments or chairs. The Board believes experience and continuity are more important than rotation. Committee members and chairs may be rotated in response to changes in the membership of the Board and in all cases should be rotated only if rotation is likely to improve committee performance.

Committee Charters

Each committee shall have its own charter. These charters shall be posted on Hewitt's public web site and be available in printed form from Hewitt's Investor Relations department. The charters will set forth the purposes, goals and responsibilities of the committees as well as appointment and removal, committee structure and operations and committee reporting to the Board. The charters will also provide that each committee will annually evaluate its own performance.

Frequency and Length of Committee Meetings

The chair of each committee, in consultation with the committee members, will determine the frequency and length of the committee meeting consistent with any requirements set forth in the committee's charter. It is expected that the Audit Committee shall meet no less than four times per year, and the Compensation and Leadership Committee and the Nominating and Corporate Governance Committee shall meet as often as necessary to fulfill their responsibilities under their respective charters.

Periodic Review

The Board, or a designated committee thereof, will conduct periodic reviews of these Guidelines and approve such amendments or modifications as it deems reasonable and appropriate to ensure effective corporate governance.