STOCK PURCHASE AGREEMENT DATED 6-2-95

STOCK PURCHASE AGREEMENT
------------------------

This STOCK PURCHASE AGREEMENT (the "Agreement") is entered into as of
the 2nd day of June, 1995 by and among Korn/Ferry International, a California
corporation (the "Company"), Richard M. Ferry, as an individual ("Ferry"), Henry
B. Turner and Peter W. Mullin (collectively, the "Trustee"), Trustees of the
Richard M. Ferry and Maude M. Ferry 1972 Children's Trust (the "Trust"),
California Community Foundation and Richard M. Ferry Co-Trustees, (collectively,
the "Co-Trustees") and the California Community Foundation (the "Foundation"),
with respect to the following facts:

A. Ferry currently owns and the Trust may, at Ferry's death, own
shares of common stock in the Company (this common stock and any other stock in
the Company, other than shares of Retirement Stock, acquired by either Ferry or
the Trust after the date of this Agreement is referred to collectively as the
"Ferry Stock"). Ferry also currently owns shares of the Company's Series A
Preferred Stock (referred to collectively as the "Preferred Stock"). In
addition, Ferry may, at his death, own shares of common stock in the Company
which he acquired as part of the termination and distribution of the Korn/Ferry
International Retirement Plan (referred to collectively as the "Retirement
Stock").

B. Ferry, the Trust, the Co-Trustees and the Foundation each hold a
nontransferable subordinated promissory note, issued pursuant to the Purchase
Agreement dated December 31, 1994 as part of the Korn/Ferry Stock Sweep Program
(referred to collectively as the "Sweep Notes"). In addition, Ferry may, at his
death, hold a nontransferable subordinated promissory note issued pursuant to
the Stock Repurchase Agreement for Ferry's Retirement Stock (the "Retirement
Note").

C. The Company is the owner of certain life insurance policies
(referred to individually as an "Insurance Policy" and collectively as the
"Insurance Policies") insuring against Ferry's death, which are described in the
attached Schedule 1.

D. The Company has agreed to maintain the Insurance Policies in full
force and effect, and the Company has agreed to purchase, and Ferry and the
Trust have agreed to sell, all of the Ferry Stock then owned by Ferry and the
Trust upon Ferry's death and to use the proceeds from the Insurance Policies for
such purchase.

E. After purchasing all of the Ferry Stock, the Company has further
agreed to prepay to the extent of any remaining proceeds from the Insurance
Policies any amounts due under the Sweep Notes upon Ferry's death and to use the
remaining proceeds from the Insurance Policies for such prepayment.

F. After prepayment of amounts due under the Sweep Notes, the
Company has further agreed to purchase, and Ferry, the Trust, the Co-Trustees
and the Foundation have agreed to sell, to the extent of any remaining proceeds
from the Insurance Policies all of the Preferred Stock then owned by Ferry, the
Trust, the Co-Trustees and the Foundation upon Ferry's death and to use the
remaining proceeds from the Insurance Policies for such purchase.

G. After purchasing all of the Preferred Stock, the Company has
further agreed to purchase, and Ferry has agreed to sell, to the extent of any
remaining proceeds from the Insurance Policies, the Retirement Stock then owned
by Ferry upon Ferry's death, if any, and to use the remaining proceeds from the
Insurance Policies for such purchase.

H. After purchasing all of the Retirement Stock, if any, the
Company has further agreed prepay to the extent of any remaining proceeds from
the Insurance Policies any amounts due under the Retirement Note, if any, upon
Ferry's death and to use the remaining proceeds from the Insurance Policies for
such prepayment.

NOW, THEREFORE, FOR VALUABLE CONSIDERATION, THE PARTIES AGREE AS
FOLLOWS:

1. MAINTENANCE OF INSURANCE POLICIES.
---------------------------------

(a) Payment of Premiums and Other Acts. So long as Ferry or the
----------------------------------
Trust is a shareholder of the Company and until a complete Shareholder
Termination (as defined in Paragraph 2(d) (ii) below) occurs, the Company agrees
to pay all premiums, when due, on the Insurance Policies and to do any and all
other acts required to maintain the Insurance Policies in full force and effect.

(b) Notice to Insurance Companies. Immediately upon execution of
-----------------------------
this Agreement, the Company will notify the issuing insurance company or
companies of the Insurance Policies (i) to provide the earliest possible prior
written notice to Ferry and the Trustee of the nonpayment of any premiums when
due and/or the lapse (for nonpayment of premiums or otherwise) with respect to
any Insurance Policy issued by it and (ii) to pay the death proceeds under any
Insurance Policy issued by it only upon receipt of joint authorization by the
Company and Ferry's executor or legal representative (or, if no executor or
legal representative is appointed, the Trustee). The purpose of this notice is
to ensure that (i) the Company maintains the Insurance Policies in full force
and effect and (ii) the death proceeds of the Insurance Policies will be used in
accordance with the provisions of this Agreement. A form of this notice is
attached as Exhibit A.

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2. PURCHASE OF THE INSURANCE POLICIES.
---------------------------------

(a) Right to Purchase. Ferry and/or the Trust (in either event,
-----------------
as used in this paragraph, a "Purchaser") shall be permitted to purchase an
Insurance Policy upon either an "Insurance Default" or a "Shareholder
Termination" or at any time when there is "Excess Insurance." If there is an
Insurance Default, the Purchaser's right of purchase shall continue until the
earlier of the time the Default has been cured or the Insurance Policy is no
longer in full force and effect, but in no event for less than thirty (30) days.
If there is a Shareholder Termination, the right of purchase shall continue so
long as the Insurance Policy remains in full force and effect. If there is
Excess Insurance, the right of purchase shall continue so long as there
continues to be Excess Insurance.

(b) Purchase Price; Terms. The purchase price for each Insurance
---------------------
Policy purchased shall be the "Insurance Policy Book Value" and shall be paid in
cash. The determination as to which of Ferry or the Trust shall have the right
to purchase an Insurance Policy upon the occurrence of either an Insurance
Default or a Shareholder Termination or at any time when there is Excess
Insurance shall be a matter between Ferry and the Trust, shall be of no concern
to the Company, and the Company shall only be required to sell an Insurance
Policy if it receives a concurrent and unanimous direction from Ferry and the
Trust.

Ferry or the Trust may purchase from the Company any Insurance
Policy which is in Default or all or any of the Insurance Policies upon a
Shareholder Termination. If there is Excess Insurance, the Insurance Policies
must be purchased in the order of the most recently obtained policy being
purchased first and the first policy obtained being purchased last; provided
however, that there must be at least one dollar ($1) of Excess Insurance from
the remaining Insurance Policies after any such purchase. If Ferry or the Trust
purchases an Insurance Policy, the company shall be relieved from, and Ferry or
the Trust shall assume, all obligations for any policy loans on the Insurance
Policy.

(c) Non-Exclusive Remedy. In the event of an Insurance Default,
---------------------
the Purchaser's right to purchase the referenced Insurance Policy shall be in
addition to any other remedies that the Purchaser may have against the Company
as a result of the Insurance Default.

(d) Definitions. As used in this Agreement, the following
-----------
definitions shall apply:

(i) An "Insurance Default" means the Company's failure to
pay a premium when due or to do any other act required to maintain the Insurance
Policy in full force and effect.

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(ii) A "Shareholder Termination" means that date when (A)
neither Ferry nor the Trust owns any shares of stock in the Company, (B) all
installment payments due from the Company to Ferry or the Trust for the purchase
of any such shares of stock have been paid in full and (C) all installment
payments due from the Company to Ferry or the Trust under the Sweep Notes or the
Retirement Note have been paid in full.

(iii) "Excess Insurance" means that the net death proceeds
payable on Ferry's death of the Insurance Policies held by the Company exceeds
one hundred twenty percent (120%) of the sum of (A) the purchase price which
would be payable by the Company for the Ferry Stock pursuant to paragraph 3 if
Ferry died on the determination date, (B) the current amount remaining unpaid on
the Sweep Notes as of the determination date, (C) the purchase price which would
be payable by the Company for the Preferred Stock pursuant to paragraph 5 if
Ferry died on the determination date, (D) the purchase price which would be
payable by the Company for the Retirement Stock pursuant to paragraph 6 if Ferry
died on the determination date, and (E) the current amount remaining unpaid on
the Retirement Note, if any, as of the determination.

(iv) The "Insurance Policy Book Value" means the
cumulative premiums paid to date by the Company for such Insurance Policy (which
premium amount will not include any premiums paid by the Company and allocated
to Ferry as income), less the aggregate of any loan(s), together with accrued
but unpaid interest, to the Company against such Insurance Policy.

3. PURCHASE OF FERRY STOCK UPON DEATH OF FERRY. Upon Ferry's death,
-------------------------------------------
the Company agrees to purchase, and Ferry and the Trust agree to sell, all of
the Ferry Stock owned by Ferry and the Trust at the time of Ferry's death. The
purchase price shall be the Value of each share of the Company's stock of the
class being sold by Ferry and the Trust, multiplied by the number of shares of
the class being sold. "Value" means, for purposes of determining the price at
which a Share will be purchased pursuant to the Agreement, (a) the Book Value of
such Share as of the end of the Fiscal Year immediately preceding such purchase,
or (b) such other value or formula for determining value as may be specified
from time to time after the date hereof in a resolution adopted by a majority of
the shareholders of the Company as the value or formula for determining Value to
be used in connection with any sales and purchases of Shares by the Company,
including without limitation, sales and purchases pursuant to the equity plans
adopted by the Company 1991 (the Executive Participation Program, the Foreign
Executive Participation Program and the 1991 Executive Stock Purchase Plan,
collectively referred to herein as the "Equity Plans"). "Book Value" means the
book value of a Share, as determined in accordance with generally accepted
accounting principles applied in accordance with the usual accounting practices
of the Company. The purchase price shall be paid in cash (without interest) to
the extent of proceeds from the Insurance Policies, within five (5) days after
collection of any such proceeds. If the proceeds from the Insurance Policies

4




are insufficient to pay for the shares purchased, the balance owing shall be
paid to Ferry and the Trust, in cash (together with interest per annum from the
date of Ferry's death at a rate equal to Bank of America's reference rate on the
date of Ferry's death), within six (6) months after Ferry's death. All payments
shall be pro-rated between the Trust and Ferry, unless they agree otherwise.
Ferry and the Trust shall, if required by the Company, concurrently with
delivery of the certificate(s) representing the Ferry Stock being sold to the
Company, deliver to the Company a written representation and warranty from each
of them that the seller owns such Ferry Stock free and clear of any liens or
encumbrances and is lawfully empowered to transfer such Ferry Stock to the
Company. As used in this paragraph, Ferry shall mean, where applicable, the
executor, administrator or other legal representative of Ferry's estate.

4. PREPAYMENT OF SWEEP NOTES UPON DEATH OF FERRY. The Company
---------------------------------------------
agrees that following Ferry's death, the Company shall prepay all the amounts
due, if any, under the Sweep Notes to the extent of any remaining proceeds from
the Insurance Policies after the Company's Ferry Stock purchase pursuant to
paragraph 3. All such prepayments will be made in accordance with the provisions
of the Sweep Notes and shall be paid within sixty (60) days following the death
of Ferry or within five (5) days after the Company's Ferry Stock purchase
pursuant to paragraph 3, whichever is later. If the proceeds from the Insurance
Policies are insufficient to prepay all the Sweep Notes, any remaining accrued
and unpaid interest and any remaining scheduled installment payments shall
continue to be subject to the terms and conditions of the Sweep Notes. All
prepayments made under this Agreement shall be pro-rated between Ferry, the
Trust, the Co-Trustees and the Foundation, unless they agree otherwise. Ferry,
the Trust, the Co-Trustees and the Foundation shall, if required by the Company,
concurrently with delivery of the Sweep Note(s), deliver to the Company a
written representation and warranty from each of them that the seller owns such
Sweep Note free and clear of any liens or encumbrances and is lawfully empowered
to transfer such Sweep Note to the Company. As used in this paragraph, Ferry
shall mean, where applicable, the executor, administrator or other legal
representative of Ferry's estate.

5. PURCHASE OF PREFERRED STOCK UPON DEATH OF FERRY. Upon Ferry's
-----------------------------------------------
death, the Company agrees to purchase, and Ferry, the Trust, the Co-Trustees and
the Foundation agree to sell, all of the Preferred Stock owned by Ferry, the
Trust, the Co-Trustees and the Foundation at the time of Ferry's death. The
purchase price shall be determined in accordance with the purchase price as
provided in the Purchase Agreement dated December 31, 1994 as part of the
Korn/Ferry Stock Sweep Program. The purchase price shall be paid in cash
(without interest) to the extent of any remaining proceeds from the Insurance
Policies after the Company's Ferry Stock purchase pursuant to paragraph 3 and
Sweep Notes prepayment pursuant to paragraph 4, within five (5) days after the
prepayment of all amounts due under the Sweep Notes pursuant to paragraph 4. If
the proceeds from the Insurance

5

Policies are insufficient to pay for all the Preferred Stock shares purchased,
any remaining shares of Preferred Stock shall continue to be subject to the
terms and conditions of the Purchase Agreement dated December 31, 1994 as part
of the Korn/Ferry Stock Sweep Program. All payments made under this Agreement
shall be pro-rated between Ferry, the Trust, the Co-Trustees and the Foundation,
unless they agree otherwise. Ferry, the Trust, the Co-Trustees and the
Foundation shall, if required by the Company, concurrently with delivery of the
certificate(s) representing the Preferred Stock being sold to the Company,
deliver to the Company a written representation and warranty from each of them
that the seller owns such Preferred Stock free and clear of any liens or
encumbrances and is lawfully empowered to transfer such Preferred Stock to the
Company. As used in this paragraph, Ferry shall mean, where applicable, the
executor, administrator or other legal representative of Ferry's estate.

6. PURCHASE OF RETIREMENT STOCK UPON DEATH OF FERRY. Upon Ferry's
------------------------------------------------
death, the Company agrees to purchase, and Ferry agrees to sell, all of the
Retirement Stock owned by Ferry at the time of Ferry's death. The purchase price
shall be determined in accordance with the Stock Repurchase Agreement for shares
of Ferry's Retirement Stock. The purchase price shall be paid in cash (without
interest) to the extent of any remaining proceeds from the Insurance Policies
after the Company's Ferry Stock purchase pursuant to paragraph 3, Sweep Notes
prepayment pursuant to paragraph 4 and Preferred Stock purchase pursuant to
paragraph 5, within five (5) days after the prepayment of all amounts due under
the Sweep Notes pursuant to paragraph 4. If the proceeds from the Insurance
Policies are insufficient to pay for all the Retirement Stock shares purchased,
any remaining shares of Retirement Stock shall continue to be subject to the
terms and conditions of the Stock Repurchase Agreement for shares of Ferry's
Retirement Stock. Ferry shall, if required by the Company, concurrently with
delivery of the certificate(s) representing the Retirement Stock being sold to
the Company, deliver to the Company a written representation and warranty that
he owns such Retirement Stock free and clear of any liens or encumbrances and is
lawfully empowered to transfer such Retirement Stock to the Company. As used in
this paragraph, Ferry shall mean, where applicable, the executor, administrator
or other legal representative of Ferry's estate.

7. PREPAYMENT OF RETIREMENT NOTE UPON DEATH OF FERRY. The Company
-------------------------------------------------
agrees that within ninety (90) days following Ferry's death or within five (5)
days after the Company's Retirement Stock purchase pursuant to paragraph 6,
whichever is later, the Company shall prepay all the amounts due, if any, under
the Retirement Note to the extent of any remaining proceeds from the Insurance
Policies after the Company's Ferry Stock purchase pursuant to paragraph 3, Sweep
Notes prepayment pursuant to paragraph 4, Preferred Stock purchase pursuant to
paragraph 5 and Retirement Stock purchase to paragraph 6. Unless otherwise
provided by the Retirement Note, all such prepayments will be applied first to
accrued and unpaid interest and then to

6

scheduled installments of principal in the order of maturity. If the proceeds
from the Insurance Policies are insufficient to prepay all of the Retirement
Note, any remaining accrued and unpaid interest and any remaining scheduled
installment payments shall continue to be subject to the terms and conditions of
the Retirement Note. Ferry shall, if required by the Company, concurrently with
delivery of the Retirement Note, deliver to the Company a written representation
and warranty that he owns such Retirement Note free and clear of any liens or
encumbrances and is lawfully empowered to transfer such Retirement Note to the
Company. As used in this paragraph, Ferry shall mean, where applicable, the
executor, administrator or other legal representative of Ferry's estate.

8. IMPOSSIBILITY OF COMPANY'S PERFORMANCE.
--------------------------------------

(a) Stock Purchase. If, at Ferry's death, it is not legally
--------------
possible for the Company to purchase all of the shares of stock as provided by
this Agreement, the Company shall purchase as many of the shares as it is
permitted to purchase at the time of Ferry's death. After the Company ceases to
be legally disabled from purchasing such shares, the Company shall purchase all
remaining shares of stock as soon as administratively feasible in accordance
with the provisions of this Agreement. The purchase price for such remaining
shares shall be the greater of:
-------

(i) The purchase price for such shares as determined as of
the date of Ferry's death in accordance with the provisions of this Agreement,
or

(ii) The purchase price for such shares as determined as of
the date of the purchase of any remaining shares of stock in accordance with the
provisions of this Agreement.

(b) Promissory Note Prepayment. If, at Ferry's death, it is not
--------------------------
legally possible for the Company to prepay any of the amounts due under the
Sweep Notes or the Retirement Note as provided by this Agreement, the Company
shall prepay as much of the amounts due as it is permitted to prepay at the time
of Ferry's death. After the Company ceases to be legally disabled from prepaying
amounts due under the Sweep Notes or the Retirement Note, the Company shall
prepay all remaining amounts as soon as administratively feasible in accordance
with the provisions of this Agreement.

9. MISCELLANEOUS.
-------------

(a) Integration. This Agreement constitutes the entire
-----------
agreement and understanding of the parties with respect to the transactions
contemplated hereby, and supersedes all prior agreements, arrangements and
understandings related to the subject matter hereof, including, but not limited
to, that certain letter dated May 9, 1991 from the Company to Ferry. No
representation, promise, inducement or statement of intention has been made by
any of the parties hereto not embodied in this

7

Agreement or in the documents referred to herein, and no party shall be bound
by, or liable for, any alleged representation, promise, inducement or statements
of intention not set forth or referred to herein.

(b) Governing Law, Jurisdiction and Venue. This Agreement
--------------------------------------
shall be governed by and construed and enforced in accordance with, the laws of
the State of California.

(c) Binding Effect. All of the terms, covenants,
--------------
representations, warranties and conditions herein shall be binding upon, and
inure to the benefit of, and be enforceable by, the parties hereto, and their
respective successors, assignees and delegatees, including, but not limited to,
successor corporations.

(d) Amendment and Waiver. This Agreement may not be amended,
--------------------
modified, superseded or cancelled, nor may any of the terms, covenants,
representations, warranties or conditions hereof be waived, except by a written
instrument executed by the party against whom such amendment, modification,
supersedure, cancellation or waiver is charged. The failure of any party at any
time or times to require performance of any provision hereof shall in no manner
affect the right at a later time to enforce the same. No waiver by any party of
any condition, or of any breach of any term, covenant, representation, or
warranty contained herein, in any one or more instances, shall be deemed to be
or construed as a further or continuing waiver of any such condition or breach
or waiver of any other condition or of any breach of any other term, covenant,
representation or warranty.

(e) Construction. The captions and headings contained herein
------------
are for convenient reference only, and shall not in any way affect the meaning
or interpretation of this Agreement. Notwithstanding any rule or maxim of
construction to the contrary, any ambiguity or uncertainty in this Agreement
shall not be construed against either party based upon authorship of any of the
provisions hereof.

(f) Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.

(g) Attorneys' Fees. In the event that any party shall bring
---------------
an action in connection with the performance, breach or interpretation of this
Agreement, or in any action related to the transactions contemplated hereby, the
prevailing party in such action, as may be determined by the court or other
tribunal having jurisdiction, shall be entitled to recover from the losing party
in such action, also as determined by the court or other tribunal having
jurisdiction, all actual costs and expenses of such litigation, including
attorneys' fees, court costs, costs of investigation, accounting, and other
costs reasonably related to such litigation, in such amount as may be determined
in the

8

discretion of the court or other tribunal having jurisdiction of such action.

(h) Severability. In the event that any provision hereof is
------------
determined to be illegal or unenforceable, such determination shall not affect
the validity or enforceability of the remaining provisions hereof, all of which
shall remain in full force and effect.

(i) Further Documents. The parties each hereby covenant and
-----------------
agree that, from time to time, after the date hereof, at the reasonable request
of any party, and without further consideration, they will execute and deliver
such other documents and take such other action as may be reasonably required to
carry out in all respects the transactions contemplated and intended by this
Agreement.

(j) Notices. All notices, demands, and other communications
-------
required or permitted to be given hereunder shall be deemed to have been duly
given and received if in writing and delivered personally or seventy-two (72)
hours after deposit in the United States mail, first class, postage prepaid,
registered or certified mail, return receipt requested, addressed as set forth
next to the signature lines hereto. Any party may change the address to which
communications are to be directed by giving written notice to the other parties
in the manner provided for herein.

(k) Gender and Tense. As used in this Agreement, the masculine,
----------------
feminine and neuter gender, and the singular or plural number, shall each be
deemed to include the other or others whenever the context so indicates.

(1) Exhibits. All exhibits referred to in this Agreement are
--------
attached to this Agreement and are incorporated into this Agreement by the
reference to same.

(m) Parties in Interest. Nothing in this Agreement, whether
-------------------
express or implied, is intended to confer any rights or remedies under or by
reason of this Agreement on any persons other than the parties to it and their
respective successors and assigns, nor is anything in this Agreement intended to
relieve or discharge the obligation or liability of any third persons to any
party to this Agreement, nor shall any provision give any third persons a right
of subrogation or action over or against any party to this Agreement.

(n) Authority. The Company is authorized to enter into this
---------
Agreement by resolutions of its Board of Directors adopted on May 1, 1992 and
June 2, 1995.

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date first above written.


KORN/FERRY INTERNATIONAL,
a California corporation

Address:
Korn/Ferry International
1800 Century Park East By:/s/ Peter L. Dunn
Suite 900 ----------------------------
Los Angeles, CA 90067 PETER L. DUNN



By:/s/ Norman A. Glick
----------------------------
NORMAN A. GLICK


Address:
Korn/Ferry International
1800 Century Park East /s/ Richard M. Ferry
Suite 900 -------------------------------
Los Angeles, CA 90067 RICHARD M. FERRY



RICHARD M. FERRY AND MAUDE M.
FERRY 1972 CHILDREN'S TRUST


Address: By:/s/ Henry B. Turner
6116 Yucca ----------------------------
Paradise Valley, AZ 85253 HENRY B. TURNER, Trustee of the
Richard M. Ferry and Maude M. Ferry
1972 Children's Trust


Address: By:/s/ Peter W. Mullin
Mullin Consulting, Inc. ----------------------------
644 S. Figueroa Street PETER W. MULLIN, Trustee of the
Los Angeles, CA 90017 Richard M. Ferry and Maude M. Ferry
1972 Children's Trust


CALIFORNIA COMMUNITY
FOUNDATION AND RICHARD M.
FERRY CO-TRUSTEES

Address: By: /s/Richard M. Ferry
Korn/Ferry International ----------------------------
1800 Century Park East RICHARD M. FERRY, Co-Trustee
Suite 900
Los Angeles, CA 90067

10

Address: By:/s/ Jack Shakely
California Community Foundation ----------------------------
606 South Olive St., Suite 2400 JACK SHAKELY, Co-Trustee
Los Angeles, CA 90014



CALIFORNIA COMMUNITY
FOUNDATION


Address: By:/s/ Jack Shakely
California Community Foundation ----------------------------
606 South Olive St., Suite 2400 JACK SHAKELY, President
Los Angeles, CA 90014 -------------------------------
[Print Name] Title


RATIFICATION AND CONSENT
------------------------

I, MAUDE M. FERRY, the wife of RICHARD M. FERRY, hereby certify that I
have read the foregoing Agreement and that I hereby approve said Agreement and
agree to be bound thereby.


/s/ Maude M. Ferry
-------------------------------
MAUDE M. FERRY

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SCHEDULE 1
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LIFE INSURANCE POLICIES OWNED BY KORN/FERRY
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INTERNATIONAL INSURING AGAINST THE DEATH OF
-------------------------------------------
RICHARD M. FERRY RELATING TO STOCK PURCHASE AGREEMENT
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