Published on August 12, 2002



AGREEMENT dated May 1, 1995, by and between KORN/FERRY INTERNATIONAL, a
California corporation, (hereinafter called the "Corporation") and James E.
Boone, (hereinafter called the "Executive").

W I T N E S S E T H:

In consideration of the mutual covenants contained herein, the parties
agree as follows:

FIRST: The Corporation agrees to employ the Executive and the Executive
agrees to serve the Corporation, and any subsidiary or affiliate of the
Corporation, in the capacity of Managing Director, for the term of this

SECOND: The initial term of the Executive's employment under this agreement
shall be for the period commencing on April 30, 1995 and expiring on April 30,
1996 (unless sooner terminated as provided in this agreement) and thereafter
Executive's employment hereunder shall automatically continue year to year for
further successive terms of one year each (each ending on the next April 30th,
each such year being referred to as an "extended year"), unless at least thirty
(30) days prior to the end of the initial term or the then current extended
year, as the case may be, either party does not wish the employment of Executive
under this agreement to be continued beyond the end of the initial term or then
current extended year, as the case may be, in which event Executive's employment
shall terminate at the end of such initial term or then current extended year.

THIRD: (A) The Executive shall devote his full time and efforts to the
business and affairs of the Corporation, its subsidiaries and affiliates


and shall use his best efforts to promote the interests thereof. During the term
of this agreement, the Executive shall not engage in any other business or
business activity whether or not such business activity is pursued for gain,
profit or other pecuniary advantage; provided, however, that the Executive shall
not be prevented from investing his assets in such form or manner as will not
require any substantial amount of time or services on the part of the Executive
in the operation of the affairs of the enterprises in which such investments are

(B) The Executive agrees to hold such offices in the Corporation
and/or any subsidiary or affiliate of the Corporation to which, from time to
time, he may be elected or appointed, without additional compensation. The
Executive shall render such services to the Corporation and/or to any and all
subsidiaries and affiliates of the Corporation at such times and at such places
as shall from time to time be designated by the Board of Directors and/or the
President of the Corporation.

(C) It is contemplated that the Executive shall perform his duties in
such places as may be required. The Executive may be obliged, from time to time,
and for reasonable periods of time, to travel in the performance of his duties.
In such cases, the Corporation shall pay or reimburse the Executive for all
reasonable travel and other expenses incurred by him in connection with the
performance of his services under this agreement, upon presentation of expense
statements or vouchers and such other supporting information as it may from time
to time request; provided, however, that the amount available for such travel
and other expenses may be fixed in advance by the President.


FOURTH: (A) The Corporation shall compensate the Executive for the services
to be rendered by the Executive hereunder, including all services, if any, to be
rendered as an officer and/or Director of the Corporation and/or any subsidiary
or affiliate of the Corporation. During the initial term of the Executive's
employment hereunder, such compensation shall be at the rate of $200,000 per
annum; during an extended year of the Executive's employment hereunder, such
compensation shall be at the same rate per annum as was in effect during the
prior extended year (or during the initial term in the case of the first such
extended year). Corporation may, in its sole discretion, but shall not be
obligated to increase Executive's rate of compensation in the course of
Corporation's annual compensation review or otherwise by written agreement with
Executive. The applicable compensation for the initial term and for each
extended year (if any) shall be paid in equal (semi-) monthly installments.

(B) The Executive shall, in addition to his salary, be eligible to
receive an annual bonus as may be approved by the Board of Directors, less
income tax withholding and other customary employee deductions. In the event of
termination of the Executive's employment under this Agreement, he shall be
entitled only to such payment of the bonus as was approved by or pursuant to
authority from the Board of Directors as of the date of termination.

(C) The Executive shall be eligible to participate in any group
insurance, deferred compensation or other plan or program adopted by the
Corporation for the benefit of its executive employees of similar stature of the
Executive in accordance with the provisions of the respective plan or plans.

(D) The Executive shall be entitled to twenty (20) days annual
vacation, exclusive of sick leave and holidays recognized by the Corporation,
which may be taken at such times as are consistent with good business practices.


FIFTH: (A) The Executive acknowledges that (i) he holds a senior management
position with the Corporation, (ii) in such capacity he is responsible for
carrying out procedures and methods by which the Corporation develops and
conducts its business, (iii) he has access to the Corporation's clients,
channels for developing clients and recruiting executives for employment, and
other confidential information of the Corporation, (iv) he has direct
substantial responsibility to maintain the Corporation's business relationship
with clients of the Corporation whose affairs he handles, (v) it would be unfair
to the Corporation if the Executive were to appropriate to himself or others the
benefits of the Corporation's many years of developing such business
relationships, especially when the Executive enjoys a relationship with a client
of the Corporation as a result of his being introduced to the client's personnel
as the representative of the Corporation, (vi) it would be unfair to the
Corporation if the Executive were to appropriate to himself or others the
benefits of the business, personnel and other confidential information which the
Corporation has developed in the conduct of its business and (vii) it is
therefore fair that reasonable restrictions should be placed on certain
activities of the Executive after his employment with the Corporation

(B) The Executive agrees during his term of employment, except as
necessary to carry on the business of the Corporation, and after the expiration
of his employment, that he shall not, directly or indirectly, use or disclose to
any person, firm or corporation, any candidate list, personal histories or
resumes, employment information, business information, customer lists, business
secrets, or any other information not generally known in the industry concerning
the business or policies of the Corporation, including, but not limited to, the
Corporation's list of clients or placement candidates.


(C) The Executive agrees that during the term of his employment
hereunder, and for the two year period immediately subsequent to the expiration
of his employment, he will not directly or indirectly (as owner, principal,
agent, partner, officer, employee, independent contractor, consultant,
stockholder or otherwise), (i) solicit or accept any executive search or
placement assignment from, or otherwise attempt to provide services then
provided by the Corporation to, any existing client of the Corporation or its
subsidiaries or affiliates or any person who has been a client of the
Corporation or its subsidiaries or affiliates during the preceding two years,
(ii) solicit for employment or otherwise attempt to engage the services of any
employee of the Corporation or its subsidiaries or affiliates. The term "client"
as used in clause (C) (i) hereof shall mean only clients as to which the
Executive, at any time during the three years preceding his termination of
employment, contacted or engaged in activities on behalf of the Corporation.

(D) Nothing herein shall be deemed to prevent the Executive after
termination of his employment, from engaging in business competitive to that of
the Corporation provided the Executive does so without violating the above
provisions which, among other matters, prohibit the Executive's utilizing the
Corporation's confidential records, soliciting the Corporation's employees and
soliciting the Corporation's clients as defined in clause (C) (i) hereof.

(E) The Executive recognizes and acknowledges that any breach of the
foregoing subparagraphs FIFTH (B) and (C) would result in immeasurable and
irreparable harm to the Corporation, and accordingly, agrees that in addition
to, and not in lieu of, all other remedies available to the Corporation by
reason of such breach, the Corporation shall be entitled to temporary and
permanent injunctive relief to prevent the occurrence or continuation thereof.


SIXTH: (A) The Executive's employment under this agreement shall terminate
upon the first to happen or occur of any of the following events or conditions:

(1) the death of the Executive;

(2) the permanent disability of the Executive; or

(3) the Corporation's election to terminate the employment of the
Executive upon notice to him if:

(a) the Executive shall by reason of illness, physical or mental
disability or other incapacity, fail to render the services provided
for by this agreement for a period of sixty (60) consecutive days or
for nonconsecutive periods aggregating more than one hundred twenty
(120) days within any six month period, exclusive of Saturdays,
Sundays, holidays or days on which the Executive was on vacation
provided, however, that the Corporation shall have given the Executive
such notice during his absence; or

(b) in the opinion of the Board of Directors of the Corporation, or a
committee thereof, the Executive has breached any statutory or common
law duty of loyalty to the Corporation, or has neglected those duties
in such a manner as to meet reasonable standards of performance
established by the Board of Directors or a committee thereof.

(B) All compensation shall cease to accrue upon termination of
the Executive's employment.

(C) The Executive's employment hereunder may be terminated with
cause by the Corporation in the event the Executive shall commit any act of
fraud against the Corporation, or any criminal act. Any such act shall be deemed
to be a breach of this agreement by the Executive.


SEVENTH: In the event that the Executive is unable, for any reason to
perform the duties required of him under this agreement for a period of thirty
(30) consecutive days, the Corporation shall have the right at its option to
suspend payment of all forms of compensation provided for in paragraph FOURTH
hereof from and after the expiration of such thirty (30) day period. Any such
suspension shall not extend the term of employment hereunder nor shall the
Executive be entitled to retroactive compensation for the period of such

EIGHTH: All notices, requests, demands and other communications provided
for by this agreement shall be in writing and shall be deemed to have been given
at the time when mailed at any general or branch United States Post Office, by
first class postage prepaid, certified or registered mail, return receipt
requested, and addressed to the address of the respective party stated below or
to such changed address as such party may have fixed by like notice similarly

To the Corporation: Korn/Ferry International
Executive Offices
237 Park Avenue
New York, New York 10017

To the Executive: _________________________




provided, however, that any notice of change of address shall be deemed to have
been given only upon receipt, or first attempted delivery by the post office.

NINTH: This agreement shall inure to the benefit of and be binding upon the
Corporation, its successors and assigns, and the Executive, his


heirs, executors, administrators and legal representatives, except that this
agreement shall terminate upon the death of the Executive.

TENTH: This agreement sets forth the entire agreement and understanding
between the parties as to the subject matter hereof and merges and supersedes
all prior discussions, agreements and understandings of any kind and every
nature between them.

ELEVENTH: This agreement shall not be changed, modified or amended except
by a writing signed by the parties hereto.

TWELFTH: This agreement shall be governed by the laws of the State of New

THIRTEENTH: In the event that any provision of this agreement, or the
application of any provision hereof, is declared to be illegal, invalid or
otherwise unenforceable by a court of competent jurisdiction, the remainder of
this agreement shall not be affected except to the extent necessary to delete
such illegal, invalid or unenforceable provision, unless the provision held
invalid shall substantially impair the benefit of the remaining portion of this

FOURTEENTH: This agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.


IN WITNESS WHEREOF, this agreement has been executed by the parties in New York
on the day and in the year first above written.

The offer letter of employment dated January 28, 1995, between Korn/Ferry
International and James E. Boone is appended hereto and incorporated herein by
reference. In the event any provision of this agreement conflicts or is
inconsistent with the offer letter, then such provision in this agreement shall
be void and no longer in effect. Without limiting the generality of the
foregoing, Paragraphs FIFTH and SEVENTH of this agreement shall be deemed void
in their entirety, and Paragraph SIXTH of this agreement shall not apply until
after May 1, 1997.

Agreed to and accepted by:


/s/ James E. Boone
- ----------------------------- ------------------------------
James E. Boone By: