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Exhibit
99.2
Form of
Hewitt Associates,
Inc.
FY2006 Performance Share Program
Award Agreement
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Congratulations on your selection as a
Participant in the Performance Share Program
(“Program”) which is governed by the Hewitt Associates,
Inc. 2002 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.
Overview of Your Performance Shares
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1.
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Number of
Performance Shares Granted :
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3.
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Performance
Cycle. The Performance
Cycle commences on October 1, 2005, and ends on
September 30, 2008.
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4.
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Performance
Measure(s):
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(a)
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“Three-Year Annualized Direct Revenue
Growth” as defined as a Compounded Annualized Growth Rate in
Total Direct Revenue over the 3-Year period, and;
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(b)
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“Three-Year Cumulative Economic
Profit” expressed as a Dollar Amount, and defined as: (Return
on Invested Capital % - Weighted Average Cost of Capital %)
multiplied by Average Invested Capital ($)
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vi
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5.
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Amount of
Award Earned. The amount
distributable to the Participant under the Award Agreement shall be
equal to the number of Performance Shares granted in Section 1
multiplied by the Earned Percent of Performance Shares Awarded,
determined in accordance with the following schedule:
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