RISKMETRICS GROUP, INC.
COMPENSATION AND HUMAN RESOURCES COMMITTEE CHARTER

Pursuant to Section 4 of the Second Amended and Restated Bylaws (the "Bylaws") of RiskMetrics Group, Inc. (the "Company"), this charter (the "Charter") of the Compensation and Human Resources Committee (the "Committee") of the board of directors (the "Board") of the Company is adopted by resolution of the Board effective as of August 28, 2007.

Purpose of the Committee

The primary purposes of the Committee are (i) to discharge the responsibilities of the Board relating to compensation of the Company's Chief Executive Officer (the "CEO") and other executive officers, (ii) to review and discuss with the Company's management the Compensation Discussion and Analysis (the "CD&A") to be included in the Company's annual proxy statement and determine whether to recommend to the Board of Directors that the CD&A be included in the proxy statement, and (iii) to provide the Compensation Committee Report for inclusion in the Company's annual proxy statement that complies with the rules and regulations of the Securities and Exchange Commission.

Membership; Organization

1. Number. The Committee shall consist of at least three (3) directors, all of whom in the judgment of the Board shall be independent in accordance with New York Stock Exchange listing standards (and such other standards as the Board or the Nominating and Corporate Governance Committee may adopt from time to time). In addition, a person may serve on the Committee only if the Board determines that he or she (i) is a "Non-employee Director" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and (ii) satisfies the requirements of an "outside director" for purposes of Section 162(m) of the Internal Revenue Code.
2. Chairman. Unless a chairman of the Committee is designated by the Board, the members of the Committee shall elect a chairman (the "Chairman") by majority vote of the full Committee. The Chairman shall be responsible for leadership of the Committee, including scheduling and presiding over meetings, preparing agendas and making regular reports to the Board.
3. Compensation. The compensation of the Committee shall be as determined by the Board or a committee of the Board.
4. Selection and Removal. Subject to paragraph 1 above, members of the Committee shall be appointed by the Board and may be removed and replaced by the Board, with or without cause, at any time.

Procedures and Administration

1. Meetings. The Committee shall meet at least two (2) times per year and more frequently as it believes is necessary or appropriate to fulfill its duties and responsibilities. The Committee may also act by unanimous written consent in lieu of a meeting. A majority of the entire Committee shall constitute a quorum for the taking of any action at any meeting of the Committee and a majority of those members present at a meeting, a quorum being present, shall be required to approve any action taken by the Committee. The Chairman may call a meeting upon due notice to each other member not less than twenty-four (24) hours prior to such meeting and any member may call a meeting upon due notice to each other member not less than forty-eight (48) hours prior to such meeting.
2. Access to Information. In discharging its duties, the Committee shall have full access to all Company books, records, facilities, personnel and outside professionals.
3. Subcommittees. The Committee may form and delegate authority to subcommittees consisting of one or more members of the Committee when appropriate.
4. Independent Advisors; Funding. The Committee shall have the authority, to the extent it deems necessary or appropriate, to retain independent compensation consultants and independent legal, accounting or other advisors, who may be regular advisors to the Company. The Company shall provide such funding as the Committee determines is appropriate in connection with the retention of such advisors.
5. Investigations. The Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate.
6. Administrative Expenses. The Committee is empowered, without further action by the Board, to cause the Company to provide appropriate funding for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out the Committee's duties.
7. Reports to Board. The Committee shall keep such records of its meetings as it shall deem appropriate and make regular reports to the Board.
8. Charter. The Committee shall review and reassess the adequacy of this Charter annually and recommend to the Board for approval any proposed changes which the Committee believes are necessary or appropriate.
9. Review of Committee's Performance. The Committee shall conduct and present to the Board an annual performance evaluation of the Committee in accordance with New York Stock Exchange listing standards and applicable law.

General Responsibilities and Authority

Although the Board may consider other duties from time to time, the Committee, to the extent it deems necessary or appropriate, will have the following responsibilities:

1. Review Compensation Strategy. The Committee will review annually and approve a compensation program designed to ensure: (a) the attraction and retention of corporate officers; (b) the motivation of corporate officers to achieve the Company's business objectives; and ^© the alignment of the interest of key leadership with the long-term interests of the Company's stockholders, which may involve, among other things, reviewing trends in management compensation, overseeing the development of new compensation plans, and, when necessary, approving changes to existing plans.
2. CEO Compensation. The Committee shall review and approve on an annual basis, or recommend to the Board for approval, the corporate goals and objectives with respect to compensation for the CEO. The Committee shall evaluate at least once a year the CEO's performance in light of these established goals and objectives and, based upon these evaluations shall make a recommendation to the Board which shall have the authority to set the CEO's annual compensation, including salary, bonus, incentive and equity compensation. In determining its recommendation, the Committee will consider such factors as it deems relevant, which may include the Company's performance, the compensation of chief executive officers at comparable companies and general economic factors. The CEO may not be present during voting or deliberations.
3. Executive Management Compensation. The Committee will, in consultation with the CEO, review and approve on an annual basis, the corporate goals and objectives with respect to compensation for the Company's executive management (other than the CEO).
4. Evaluation Process. The Committee will develop and oversee an overall evaluation process and compensation structure for the Company at large with respect to senior officers and oversee management's implementation of such process.
5. Director Compensation. The Committee shall recommend to the Board the compensation for Board members, including retainer, committee and committee chair fees, stock options and other similar items as appropriate, in each case, with due regard to the motivation of directors, the alignment of directors' interests with those of shareholders and practices at comparable companies. The Committee shall review on an annual basis all director compensation (including the compensation of any members of committees of the Board) and benefits.
6. Incentive Compensation. The Committee shall review the Company's incentive compensation and other equity-based plans and recommend changes in such plans to the Board and senior management as needed.
7. Administration of Incentive and Stock Option Plans. The Committee shall review and make recommendations to the Board concerning long-term incentive compensation plans, including the use of stock options and other equity-based plans for all directors and executive management. The Committee shall have and shall exercise the authority of the Board with respect to the administration of the Company's incentive and stock option plans or other equity-based and employee benefit plans in accordance with the terms and provisions of such plans, with authority to grant or to approve or disapprove participation of individual employees in those plans.
8. Succession of CEO and Executive Management. The Committee shall make recommendations to the full Board with respect to officer development and corporate succession plans for the Chief Executive Officer and other executive management.
9. 9. Severance/Separation Packages. The Committee shall review and approve separation packages and severance benefits to the extent that the agreements are outside ordinary limits.
10. Additional Powers. The Committee shall have such other duties and responsibilities that may be delegated by the Board.