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, and shall have the duties described in these Corporate Governance Guidelines and in the applicable committee charter. 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.

Miscellaneous

Access to Officers and Employees

Board members have complete and open access to Hewitt's Chief Executive Officer, Chief Operating Officer, Chief Administrative Officer, Chief Financial Officer, General Counsel, Manager of Internal Audit as well as Hewitt's independent advisors. Board members are encouraged to engage in discussion with other Hewitt leaders and employees. Board members who wish to have access to such other individuals should coordinate such access through the Chief Executive Officer to minimize disruption to the business.

Interaction with Third Parties

The Board believes that management should speak for Hewitt and that the Chairman should speak for the Board. It is suggested that each director refer all inquiries from institutional investors, analysts, the press or clients to the Chief Executive Officer or his or her designee.

Board Resources

The Board and each committee have the power to hire independent legal, financial or other advisors as they may deem necessary, without consulting or obtaining the approval of any officer of Hewitt in advance.

Confidentiality

The Board believes maintaining confidentiality of information and deliberations is imperative. Information learned during the course of service on the Board is to be held confidential and used solely in furtherance of Hewitt's business.

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.

Review of Related Party Transactions

The Nominating and Corporate Governance Committee shall review, and approve or ratify, transactions between the Company and any related party, regardless of whether the transactions are reportable pursuant to Item 404 of Regulation S-K under the Securities Exchange Act of 1934, as amended. For purposes of these guidelines, a "related party transaction" is any transaction in which the Company was or is to be a participant and in which any related party has a direct or indirect material interest, other than transactions that (i) involve less than $120,000 when aggregated with all similar transactions, (ii) are available to all employees generally, (iii) involve compensation of executive officers or Directors duly authorized by the appropriate Board committee, or (iv) involve reimbursement of expenses in accordance with Company policy.

All related party transactions are to be reported to the Chief Legal Officer, prior to consummation to the extent practicable. The Chief Legal Officer shall review Officer and Director Questionnaires prepared in connection with the annual proxy preparation process and shall report to the Nominating and Corporate Governance Committee promptly after becoming aware of any related party transaction that may come to his or her attention. The Nominating and Corporate Governance Committee shall review related party transactions as they arise and are reported to the Committee and shall report on such reviews to the Board of Directors. No related party transaction shall be permitted to be consummated or to continue unless the Nominating and Corporate Governance Committee shall have approved or ratified the transaction.

For purposes of these guidelines, a "related party" is any person who is, or at any time since the beginning of the Company's last fiscal year was an executive officer or director (including in each case nominees for director), any shareholder owning in excess of five percent of the Company's common stock, and an immediate family member of an executive officer, director, or five percent shareholder.

For purposes of these guidelines, an "immediate family member" includes a person's spouse, parents, stepparents, children, stepchildren, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than employees) who shares such person's home.