Nominating and Governance Committee Charter

 

Authority

*                   The Hewitt Associates, Inc. (the "Company") Board of Directors (the "Board"), by resolution dated December 10, 2003, established this Committee as the Hewitt Associates, Inc. Nominating and Governance Committee and adopted this Charter.

Committee Purpose

*                   Nomination of Directors. The Committee, in order to assist the Board relating to the nomination of director candidates:

*                                        Identifies individuals qualified to become Board members consistent with criteria approved by the Board; and

*                                        Recommends to the Board director nominees for the next annual meeting of stockholders.

*                   Governance. The Committee, in order to assist the Board in establishing appropriate governance policies, practices and procedures:

*                                        Develops and recommends to the Board governance principles, or changes to existing governance principles applicable to the Company; and

*                                        Oversees the evaluation of the Board and management.

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:

*                   Nomination of Directors. The Committee:

*                                        Recommends criteria for membership on the Board, including length of tenure, expertise, business experience, character, and other board memberships of the candidate;

*                                        Identifies individuals qualified to become directors;

*                                        Reviews the qualifications of and recommends to the Board nominees for election as members of the Board of Directors. In identifying candidates for membership on the Board of Directors, the Committee shall take into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity and the extent to which the candidate would fill a present need on the Board of Directors;

*                                        Conducts all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates; and

*                                        Reviews the nomination by a stockholder of the Company of a qualified candidate for election to the Board if such nomination is submitted within the time limits and in the manner prescribed in the Company's Articles of Incorporation and By-laws.

*                   Governance. The Committee recommends to the Board corporate governance policies, practices and procedures, including without limitation:

*                                        Policies and practices of the Board including:

*                                                        Number of directors

*                                                        Mix between independent and non-independent directors

*                                                        Criteria for director independence

*                                                        Resignation and removal of directors

*                                                        Director affiliation issues

*                                                        Retirement age of directors

*                                                        Frequency of Board and Committee meetings

*                                                        Director term limits

*                                                        Committee structure and operations

*                                                        Committee membership qualifications

*                                                        Committee member appointment and removal

*                                        Periodically reviewing and assessing the adequacy of the Company's Code of Conduct and Code of Ethics for Senior Executives and Financial Officers, including without limitation, assessing such Codes compliance with applicable laws and New York Stock Exchange rules.

*                                        Establishing procedures for the Committee to oversee the evaluation of the Board and management.

*                                        Recommending such other policies and procedures as the Committee may deem necessary to help ensure appropriate and ethical corporate practices.

*                   Other Duties and Responsibilities.

*                                        Forms and delegates authority to a subcommittee of one or more members, when appropriate and in accordance with applicable rules and regulations.

*                                        Periodically reviews the adequacy of this Charter and recommends any proposed changes to the Board for consideration and approval.

*                                        Conducts an annual performance evaluation of the Committee.

*                                        Performs 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 Structure and Operations

*                   Committee Size. The Committee will consist of a minimum of two directors.

*                   Committee Member Qualifications

*                                        All members of the Committee at all times during his/her tenure on the Committee must meet the definitions of an "independent director" within the meaning of the New York Stock Exchange's rules and regulations.

*                                        In appointing members to the Committee, the Board shall keep in mind whether an individual has sufficient time to commit to service on the Committee and 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.

*                   Committee Member Appointment and Removal

*                                        The Board will appoint the Committee members and a Chairman.

*                                        The Board may fill vacancies on the Committee.

*                                        The Board may remove a Committee member from the membership of the Committee at any time with or without cause.

*                   Committee Meetings

*                                        The Committee customarily conducts at least two regularly scheduled meetings each year.

*                                        Executives, management representatives, third-party service providers, and others, as needed and requested by the Committee, may attend each meeting.

*                                        Attendance at meetings shall be permitted by telephone or other means that allow the members to effectively interact with one another and fully discuss proposed actions, as permitted by the Board.

*                                        A majority of the Committee members will be a quorum for the transaction of business.

*                                        The action of a majority of those present at a meeting at which a quorum is present will be the act of the Committee.

*                                        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.

*                                        The Committee Secretary will keep minutes of all Committee meetings, which will be distributed to all Board members.

*                                        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 Chair, a majority of the members of the Committee, the Chairman of the Board, or by a majority of the Board.

*                                        The Committee Secretary will prepare a preliminary agenda for regularly scheduled meetings as well as any special meetings. The Committee Chair 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 party(ies) requesting the special meeting.

*                                        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.

*                                        The Committee Secretary should coordinate all mailings to the Committee members, to the extent practicable.

*                   Committee Reporting to the Board. The Committee Chair shall present periodic reports to the Board concerning the Committee's actions related to the execution of its duties and responsibilities.

*                   Use of Third-Party Service Providers. If the Committee utilizes a third-party service provider in executing its duties, the Committee shall have the sole authority to retain and terminate the third-party service provider, including the sole authority to approve the third-party service provider's fees and other retention terms.