The following Corporate Governance Guidelines have been adopted by the Board of Directors (the "Board") of Hewitt Associates, Inc. ("Hewitt") to assist the Board in the exercise of its responsibilities. These Corporate Governance Guidelines reflect the Board's commitment to monitor the effectiveness of policy and decision making both at the Board and management level, with a view to enhancing long-term stockholder value. In the event of a conflict between these Corporate Governance Guidelines and any applicable law or regulation or any provision of the Certificate of Incorporation or By-laws of Hewitt, such law, regulation or provision shall control. These Corporate Governance Guidelines are subject to modification from time to time by the Board.

It is the Board's express intention to observe appropriate corporate governance requirements and to timely implement proposed New York Stock Exchange ("NYSE") listing requirements as the same may be amended from time to time.

Composition of Board of Directors

Size of Board

Consistent with Hewitt's Bylaws, the Board has determined by resolution that the Board shall have 10 members. The size of the Board could, however, be increased or decreased if determined to be appropriate by the Board. Vacancies created by the resignation or removal of a director or a newly-created director position resulting from an increase in the authorized number of directors shall be filled as soon as reasonably practicable in accordance with the provisions set forth in these Corporate Governance Guidelines and Hewitt's Bylaws.

Independent Directors

A majority of the Board will be comprised of directors who meet the criteria for independence required by the New York Stock Exchange (each an "Independent Director"). The Board will determine annually, based on all of the relevant facts and circumstances, whether each director satisfies the criteria for independence and must disclose each of these determinations in Hewitt's filings with the Securities and Exchange Commission. The Board may adopt and disclose categorical standards to assist it in making such determinations and may make a general disclosure if a director meets these standards. Any determination of independence for a director who does not meet these standards, however, must be specifically explained.

Board Membership Criteria

The Board seeks members from diverse professional and personal backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. The Nominating and Corporate Governance Committee will be responsible for articulating specific criteria for Board membership and submitting such criteria to the Board for approval. In addition, the Nominating and Corporate Governance Committee is responsible for identifying and screening qualified candidates for Board membership and recommending candidates to the Board. This assessment will include an examination of whether the individual is independent, as well as consideration of diversity, skills and experience in the context of the needs of the Board. The Board may also consider advice and recommendations from others, such as executive search firms, as it deems appropriate.

Directors are expected to advise the Chairman and, if applicable, the Lead Director, in writing before accepting an invitation to serve on the board of another company and/or committee appointments to any other company's board. If any such service by a director may subsequently represent a conflict of interest with respect to his or her duties to the Company, the director must notify the Chairman and, if applicable, the Lead Director, in a timely manner. If the Chairman, in consultation with the Lead Director (if applicable), determines a conflict of interest exists by serving on the board or a board committee of another company, the Chairman will promptly bring this matter to the attention of the full Board, which will make the determination whether the conflict warrants requesting the director to offer to resign from the Board or removing the director from a committee of the Board. If the Board requests the director's resignation, the director shall immediately provide the Board with a letter of resignation.

To focus the Board's efforts on the performance of the Company, the Board limits the number of public company boards on which any director may serve. A member of the Board who is also the Chief Executive Officer of the Company may only serve as a director on two additional public company boards. Any other director may serve on no more than six public company boards, including the Company's Board.

Directors' Tenure, Retirement and Succession

• Terms and Term Limits. Directors are divided into three classes, with each class consisting, as nearly as possible, of one-third the total number of directors. Each director is elected to serve a three-year term, thereby helping to ensure continuity in Board service. The Board does not presently favor term limits for directors but will review this position from time to time. The Nominating and Corporate Governance Committee will review each director's continued service on the Board, including factoring in the results of annual evaluations, in connection with the decision of whether such director should be re-nominated to the Board and at such other times as the Nominating and Corporate Governance Committee deems appropriate.
• Retirement Policy. The Board has not adopted a retirement policy, noting that age should not be a barrier to service of any director maintaining the interest, commitment, experience and ability to serve on the Board.
• Resignation Policy — Employee Directors. Directors who are also employees of Hewitt or an affiliate must offer to resign from the Board upon their resignation, removal or retirement as an employee of Hewitt or an affiliate. The full Board has discretion as to whether or not it should accept a tendered resignation.
• Directors Changing Their Present Job Responsibilities. Upon a change in a director's primary business position, including a change in employer or a significant change in job responsibilities, the director shall give written notice to the Board, specifying the details of the change, as soon as reasonably possible. The Chairman and, if applicable, the Lead Director, shall review the appropriateness of the affected director remaining on the Board given the changed circumstances. While a change in position or duties or retirement from a position does not mean that the director will be asked to resign from the Board, the affected director is expected to act in accordance with the Board's recommendation following such review and, if so requested by the Board, the affected director shall immediately provide the Board with a letter of resignation.
• Majority Voting. In an election of directors, any nominee who receives a greater number of votes "withheld" from or voted "against" his or her election than votes "for" his or her election, other than elections in which the number of nominees exceeds the number of directors to be elected, shall tender his or her resignation to the Board. The Nominating and Corporate Governance Committee shall then review the matter and recommend to the Board whether it should accept the resignation.

Board Leadership

Chairman

The Board shall determine whether it is in Hewitt's best interests for the roles of the Chief Executive Officer of Hewitt and Chairman of the Board to be combined or separate. If the Board determines that the roles should be separate, the Board will elect the Chairman, who may be an Independent Director, an employee of Hewitt or a director who is not independent.

Lead Director

When the Chairman is not an Independent Director, a Lead Director will be elected annually by the Board. The Lead Director shall be an Independent Director. The Lead Director's duties will include:

• ensuring that independent Directors have adequate opportunities to meet in executive sessions of the Board of Directors and presiding over the executive sessions;
• acting as the liaison between the independent Directors and the Chairman of the Board and Chief Executive Officer;
• assisting the Chairman and the remainder of the Board in assuring effective corporate governance in managing the affairs of the Board and the Company;
• serving as the contact person to facilitate communications by shareholders directly with non-management members of the Board;
• providing input to the Chairman on agendas for the Board;
• serving temporarily as Chairman of the Board and the Company's spokesperson if the Chairman is unable to act;
• advising the Chairman on the appropriate schedule for Board meetings;
• advising the Chairman on the quality, quantity and timeliness of the flow of information to the Board;
• interviewing Board candidates;
• meeting with the Chief Executive Officer in conjunction with the Chair of the Compensation and Leadership Committee to discuss the Board's evaluation of the Chief Executive Officer;
• ensuring the Board has adequate resources;
• seeking to ensure the Board works as a cohesive team; and
• communicating to the Chief Executive Officer, as appropriate, the results of executive sessions and other private discussions among outside directors.