0001193125-09-022037 Sample Contracts

Hewitt Associates, Inc. Annual Retainer
Hewitt Associates Inc • February 9th, 2009 • Services-management consulting services • Illinois

• The settlement of any vested DSUs will commence upon termination or retirement from the Board, in the manner you select below.

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Hewitt HewittShares Options Award Agreement (US)
Options Award Agreement • February 9th, 2009 • Hewitt Associates Inc • Services-management consulting services • Illinois

This Award Agreement and the Amended and Restated Hewitt Associates, Inc. Global Stock and Incentive Compensation Plan (the “Plan”) together govern your rights under the Plan and set forth all of the conditions and limitations affecting such rights. Capitalized terms used in this Award Agreement shall have the meanings ascribed to them in the Plan or in this Award Agreement. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Award Agreement. For purposes of this Agreement “Hewitt” means the Company, its Affiliates, and/or its Subsidiaries.

FY2009 Performance Share Program Award Agreement «Assoc_Name» «Assoc_ID» «Segment»
Hewitt Associates Inc • February 9th, 2009 • Services-management consulting services • Illinois

Congratulations on your selection as a Participant in the Performance Share Program (“Program”) which is governed by the Hewitt Associates, Inc. Amended and Restated Global Stock and Incentive Compensation Plan (the “Plan”). This Award Agreement and the Plan together govern your rights under the Program and set forth all of the conditions and limitations affecting such rights. Terms used in this Award Agreement that are defined in the Plan shall have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Award Agreement. For purposes of this Agreement, “Hewitt” means the Company, its Affiliates, and/or its Subsidiaries.

HEWITT ASSOCIATES L.L.C. THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • February 9th, 2009 • Hewitt Associates Inc • Services-management consulting services • Illinois

Each of Hewitt Associates L.L.C. (hereinafter, together with its successors and assigns, the “Company”) and Hewitt Associates, Inc. (hereinafter, together with its successors and assigns, the “Guarantor”) agrees with you as follows:

Hewitt Associates, Inc. Annual Equity Compensation
Hewitt Associates Inc • February 9th, 2009 • Services-management consulting services • Illinois

• The settlement of any vested DRSUs will commence upon termination or retirement from the Board, in the manner you select below.

Amendment to the Letter Agreement dated August 8, 2006, between Russell P. Fradin and Hewitt Associates, Inc. (the “Agreement”)
Letter Agreement • February 9th, 2009 • Hewitt Associates Inc • Services-management consulting services
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