Authority

1. The Board of Directors (the “Board”) of Hewitt Associates, Inc. (the “Company”) established the Hewitt Associates, Inc. Compensation and Leadership Committee (the “Committee”) by resolution dated July 25, 2002.
2. The Committee’s Charter was adopted by the Board on November 12, 2008.
3. The Committee will have the sole and discretionary authority to retain, direct and terminate any compensation consultant, outside counsel or other advisors (collectively and individually referred to as the “Advisor”), including sole authority to approve the Advisor’s fees and other retention terms.
4. The Committee will receive appropriate funding, as determined by the Committee, from the Company for payment of (i) any Advisor’s fees, or (ii) ordinary administrative expenses of the Committee that are necessary and appropriate in carrying out its duties.

Committee Purpose

The purpose of the Committee is to assist the Board in the discharge of its responsibilities relating to compensation of the Company’s directors, executive officers and other key associates of the Company, and in certain circumstances, pursuant to authority delegated in this Charter by the Board, to act for the Board with respect to such compensation matters.

Committee's Duties and Responsibilities

The Committee shall have the following duties and responsibilities and the necessary power and authority, including budgetary and fiscal authority, to carry out such duties and responsibilities:

1. Review the Company's compensation and benefit philosophy, plans and programs on an as-needed basis, especially in relation to the Company’s business goals and strategies;
2. Oversee the process for the evaluation of management;
3. Review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and recommend to the Board the CEO’s compensation level based on this evaluation;
4. Review and approve recommendations made by the CEO for the compensation of the Company’s key officers and advise the Board of such determination;
5. Produce a compensation committee report on executive officer compensation as required by the SEC to be included in the Company’s annual proxy statement or annual report on Form 10-K filed with the SEC;
6. Review and approve Stock Ownership Guidelines for management and review executive’s stock ownership levels, and recommend to the Board the director Stock Ownership Guidelines;
7. Review and approve the Company's short- and long-term incentive plans and other stock or stock-based incentive plans, and approve payouts under such plans to the extent targets have been met;
8. Review and approve succession and development plans for the CEO and executives, and make recommendations to the Board in this regard;
9. Make recommendations to the Board concerning compensation payable for Board membership, as well as other benefits available to Board members;
10. Conduct an annual performance evaluation of the Committee;
11. Periodically review the adequacy of this Charter and recommend any proposed changes to the Board for consideration and approval; and
12. Perform any other activities consistent with this Charter, the Company's By-laws and applicable law, as the Committee deems appropriate or as requested by the Board.

Committee Member Qualifications, Appointment and Removal

1. Each member of the Committee, at all times during his/her tenure on the Committee, must meet the definition of:
   1. A "non-employee director" within the meaning of Rule 16b-3 promulgated under the Securities and Exchange Act of 1934, as amended;
   2. An "outside director" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended; and
   3. An "independent director" within the meaning of the New York Stock Exchange’s rules and regulations.
2. In appointing members to the Committee, the Board may consider any factor it deems relevant, including, but not limited to, the following:
   1. Whether an individual has sufficient time to commit to service on the Committee;
   2. Whether an individual has experience with setting compensation policies, procedures, and programs and in the review and administration of executive and director compensation programs;
   3. Whether an individual has a strong understanding of financial performance measurement;
   4. Whether an individual has had exposure to modern financial theory; and
   5. Whether an individual brings skills and abilities not otherwise possessed by other Committee members that would aid the Committee in the execution of its duties and responsibilities.
3. The Board has the following powers to appoint and remove Committee members:
   1. The Board will appoint the Committee members and a Chairman.
   2. The Board may fill vacancies on the Committee.
   3. The Board may remove a Committee member from the membership of the Committee at any time with or without cause.

Committee Structure and Operations

1. The Committee will consist of a minimum of three directors.
2. The Committee Chairman shall present periodic reports to the Board concerning the Committee's actions related to compensation and the execution of its duties and responsibilities.
3. Committee Meetings.
   1. The Committee shall meet as often as necessary to fulfill its responsibilities under this Charter. Such meetings may have both a general session and an executive session.
   2. Executives, management representatives, third-party service providers, and others, as needed and requested by the Committee, may attend the general and executive session portions of each meeting. However, it is the Committee's intent to maintain regular executive sessions at which executives, management representatives, third-party service providers, and other non-Committee members generally will be excluded.
   3. Attendance at meetings shall be permitted by telephone or other means which allows the members to effectively interact with one another and fully discuss proposed actions, as permitted by the Board.
   4. A majority of the Committee members will be a quorum for the transaction of business.
   5. The action of a majority of those present at a meeting at which a quorum is present will be the act of the Committee.
   6. Any action required to be taken at a meeting of the Committee will be deemed the action of the Committee if all of the Committee members executed, either before or after the action is taken, a written consent and the consent is filed with the Company's Corporate Secretary.
   7. The Committee Secretary will keep minutes of all Committee meetings, which will be distributed to all Board members.
   8. Regular meetings of the Committee shall be called according to the schedule approved by the Committee for the year. Special meetings of the Committee can be called by the Committee Chairman, a majority of the members of the Committee, the Chairman of the Board, or by a majority of the Board.
   9. The Secretary will prepare a preliminary agenda for regularly scheduled meetings as well as any special meetings. The Committee Chairman will make the final decision regarding the agenda for regularly scheduled meetings and shall develop the agenda for special meetings based on the information supplied by the person(s) requesting the special meeting.
   10. The agenda and all materials to be reviewed at the meetings should be received by the Committee members as far in advance of the meeting day as practicable.
   11. The Secretary should coordinate all mailings to the Committee members, to the extent practicable.