Director's Duties

In exercising their duties, directors may consider, and act upon their beliefs concerning, Hewitt's long-term financial and other interests, and may take into account, among other factors, the social, economic and legal effects of Hewitt's actions upon all constituencies having a relationship with Hewitt, including without limitation, its stockholders, employees, clients, suppliers, consumers, and the community at large, so long as all actions and decisions reflecting such considerations are reasonably calculated to be in the interests of Hewitt's stockholders. In discharging that obligation, directors are entitled to rely in good faith on corporate records, corporate officers, corporate employees, outside advisors, independent auditors, and any other person selected by the Board or a committee of the Board with reasonable care as to matters believed to be within the person's professional or expert competence.

Directors are expected to read broadly about Hewitt, its competitors, and the industry(ies) in which Hewitt competes. Directors who are not otherwise retired from service as officers of their companies are expected to maintain positions in good standing within their own companies as well as in their surrounding communities.

Directors are expected to attend Board meetings and meetings of committees on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Directors are expected to review meeting materials prior to Board and committee meetings and, when possible, should communicate in advance of meetings any questions or concerns that they wish to discuss so that management will be prepared to address the same. Directors are expected to participate actively in discussions, expressing divergent points of view and drawing on their experience.

Board Meetings

• Selection of Agenda Items and Executive Sessions. The Chairman establishes the agenda for Board meetings. Each Board member is free to suggest the inclusion of items on the agenda. Each Board member is also free to raise at any Board meeting subjects that are not on the agenda for that meeting. The full Board is regularly scheduled to meet five times a year. In addition, independent directors will meet regularly in executive session without any members of Hewitt's management, whether or not they are directors.
• Distribution of Materials. Hewitt shall distribute, sufficiently in advance of meetings to permit meaningful review, any written materials that are important to the Board's understanding of the agenda items and other topics to be considered at a Board meeting. In the event of a pressing need for the Board to meet on short notice or if such materials would otherwise contain highly confidential or sensitive information, it is recognized that written materials may not be available in advance of the meeting.

Succession Planning and Selection and Evaluation of the Chief Executive Officer

The Board, in conjunction with the Compensation and Leadership Committee, shall

• select and retain Hewitt's Chief Executive Officer;
• set policies and principles for Chief Executive Officer and senior management selection and performance review, as well as policies regarding succession in the event of an emergency or the retirement of the Chief Executive Officer or other members of senior management; and
• establish policies and principles for the long-term succession to these positions.

The Compensation and Leadership Committee will conduct an annual review and approve corporate goals and objectives relevant to Chief Executive Officer's compensation and issue its recommendation to the Board for establishing the Chief Executive Officer's compensation level based on this evaluation.

Strategic Plans

The Board shall oversee and monitor implementation of Hewitt's strategic plans.

Director Compensation, Education and Performance

Director Compensation

The Compensation and Leadership Committee, in accordance with the policies and principles set forth in its charter, will periodically review directors' fees and other compensation and recommend to the Board the form and amount of director compensation for Board membership, Committee membership, and serving as Chairperson of a Board Committee. Hewitt employees who serve as directors will receive no compensation for their service as directors, but will be compensated for their reasonable and necessary out of pocket expenses incurred in the course of their duties as directors. Director compensation should be based on time spent carrying out Board and Committee responsibilities and should align director interests with the long-term interests of shareholders.

Director Stock Ownership

In order to promote equity ownership and further align the interests of the Board with Hewitt's shareholders, non-employee directors are required to retain Hewitt common stock equal in value to three times the annual cash retainer for the most recent fiscal year or 6,000 shares, whichever is less. Directors will have five years from the date of initial Board membership to reach the required level. The number of shares required shall be reviewed periodically by the Compensation and Leadership Committee. Shares owned directly, unvested restricted stock and vested deferred restricted stock units will be counted toward the required total. Shares subject to unexercised options will not be counted towards the total.

Continuing Director Education

All new members of the Board participate in a formal orientation program to acquaint themselves with Hewitt's business and structure. Such program includes review of documentation of Hewitt's business and financial structure, including a review of Hewitt's history, as well as meetings with members of senior management. Ongoing, non-director members of senior management are regularly invited to meet with the Board to apprise them on Hewitt's business activities.

Assessing Board Performance

The Board, in conjunction with the Nominating and Corporate Governance Committee, will conduct an annual self-evaluation to determine whether it and its committees are functioning effectively. The Nominating and Corporate Governance Committee will ask all directors to comment as to the Board's performance and will report annually to the Board with an assessment of the Board's performance, to be discussed with the full Board following the end of each fiscal year. The Nominating and Corporate Governance Committee may utilize the results of this self-evaluation process in assessing and determining the characteristics and critical skills required of prospective candidates for election to the Board and membership on various committees.