Exhibit 10.3

(domestic version,
which is the same
in all material
respects as the
international
version)






KORN/FERRY INTERNATIONAL
------------------------

WORLDWIDE EXECUTIVE BENEFIT
---------------------------

RETIREMENT PLAN
---------------

FOR U.S. EXECUTIVES
-------------------

KORN/FERRY INTERNATIONAL
------------------------

WORLDWIDE EXECUTIVE BENEFIT
---------------------------

RETIREMENT PLAN
---------------

FOR U.S. EXECUTIVES
-------------------


PREAMBLE
--------

The purpose of this Korn/Ferry International Worldwide Executive Benefit
("WEB") Retirement Plan for U.S. Executives (the "Plan") is to provide
supplemental retirement benefits for eligible individuals who are Vice
Presidents or above and shareholders of Korn/Ferry International (the
"Company") and its Affiliates and are covered under the Company's Employee Tax-
Deferred Savings (401(k)) Plan. In general, this Plan will cover eligible
individuals who are United States citizens, permanent legal residents and
taxpayers. The Plan will be effective as of January 1, 1997. Individuals who
retired or terminated employment with the Company and its Affiliates prior to
January 1, 1997 will not be eligible to participate in or receive benefits under
the Plan.


ARTICLE I

DEFINITIONS
-----------

When used herein, the following words shall have the following meanings
unless the content clearly indicates otherwise:


1.1 Actuarial Equivalent. "Actuarial Equivalent" means a benefit which is
--------------------
actuarially equivalent to the normal form of retirement benefit commencing at
age 65, using actuarial factors determined by the Committee pursuant to Section
3.6.

1.2 Affiliates. "Affiliates" means subsidiary and affiliated companies of
----------
Korn/Ferry International.

1.3 Annual Benefits Schedule. "Annual Benefits Schedule" means a written
------------------------
schedule in the form attached to this Plan which will be issued annually by the
Company to notify Participants of the retirement benefits available under this
Plan and may be changed by the Company from time to time in is complete and sole
discretion.

1.4 Annual Benefit Statement. "Annual Benefit Statement" means an annual
------------------------
written statement which will be issued by the Company to notify each Participant
of the Participant's annual and cumulative accrual percentage of his or her
retirement benefit under the Plan for the applicable Plan Year.

1.5 Base Salary. "Base Salary" means a Participant's base salary prior to
-----------
deductions for deferrals under any Company sponsored qualified or non-qualified
plans. Base salary excludes all bonuses, incentive and supplemental
compensation and other payments and benefits, except fixed base salary.

1.6 Beneficiary. "Beneficiary" means the person or persons designated as
-----------
such in accordance with Article IV.

1.7 Board. "Board" means the Board of Directors of Korn/Ferry
-----
International or any committee thereof acting within the scope of its authority.

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1.8 Code. "Code" means the Internal Revenue Code of 1986, as amended
----
from time to time.

1.9 Committee. "Committee" means the administrative committee
---------
appointed by the Board to administer the Plan pursuant to Article V.

1.10 Company. "Company" means Korn/Ferry International and, Whenever
-------
applicable, its Affiliates.

1.11 Effective Date. "Effective Date" means January 1, 1997.
--------------

1.12 ERISA. "ERISA" means the Employee Retirement Income Security Act
-----
of 1974, as amended from time to time.

1.13 Final Average Salary. "Final Average Salary" means the
--------------------
participant's highest average monthly Base Salary during the 36 consecutive
months out of the final 72 months of active, full-time (at least 30 hours per
week) employment with the Company or its Affiliates.

1.14 Participant. "Participant" means an eligible Vice
-----------
President/Shareholder who has completed the eligibility requirements to
participate in the Plan in accordance with the provisions of Article II and has
been notified in writing that his or her participation has been approved by the
Company.

1.15 Plan. "Plan" means this Worldwide Executive Benefit Retirement
----
Plan for U.S. Executives as set forth in this document and as the same may be
amended, administered or interpreted from time to time.

1.16 Plan Year. "Plan Year" means the fiscal year of the Company which
---------
begins on May 1 and ends on April 30.

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1.17 Vice President/Shareholder. "Vice President/Shareholder" means
--------------------------
any Vice President or more senior officer of the Company or its Affiliates who
is or becomes a shareholder of the Company at the next subscription offering
under the Company's Equity Participation Program and abides by the provisions of
such program as determined by the Committee.

ARTICLE II

PARTICIPATION
-------------


2.1 Participation. Any Vice President/Shareholder who is actively
-------------
employed on a full-time basis (at least 30 hours per week) and who is eligible
for retirement benefits in accordance with the Annual Benefits Schedule for this
Plan, which will be issued and updated by the Company from time to time, may
enroll in the Plan by completing the underwriting requirements and any other
enrollment steps required by the Company for coverage to begin. An eligible Vice
President/Shareholder shall become a Participant in the Plan upon being notified
in writing that his or her participation has been approved by the Company.

2.2 Commencement of Coverage. Subject to the limitations of Section
------------------------
2.1, (i) a Vice President/Shareholder who is eligible for coverage on January 1,
1997 will be covered under the Plan as of January 1, 1997, and (ii) any other
eligible Vice President/Shareholder will be covered under the Plan on May 1
after his or her participation is approved by the Company.

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ARTICLE III

RETIREMENT BENEFITS
-------------------

3.1 Eligibility for Retirement Benefits. A Participant who is not
-----------------------------------
terminated for "Cause" (as defined in Section 3.10) and who does not violate the
non-compete provisions of Section 3.11 will be eligible to receive retirement
benefits under this Plan.

3.2 Determination of Amount of Retirement Benefits.
----------------------------------------------

(a) The amount of the monthly retirement benefit payable to a
Participant commencing at age 65 will be a specific percentage (determined as
set forth below) of the Participant's Final Average Salary. The specific
percentage will be the cumulative accrual percentage earned by the Participant,
which will be the sum of the annual accrual percentages awarded to the
Participant for each complete Plan Year of service, up to a maximum of 20 years
of service.

(b) A Participant will only earn benefits under the Plan for service
after the Effective Date (or service after May 1, 1994, as provided below) while
actively employed on a full-time basis (at least 30 hours per week). No annual
accrual percentage will be awarded to a Participant for any Plan Year (or any
portion of a Plan Year) during which the Participant was not in active, full-
time employment (at least 30 hours per week) with the Company or its Affiliates
during the entire Plan Year.

(c) Annual accrual percentages will be awarded retroactively to a
Participant commencing with the later of the Plan Year which began on May 1,
1995, or the first Plan Year in

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which the Participant met the eligibility requirements to participate in the
Plan. A Participant's cumulative accrual percentage will be the sum of the
annual accrual percentages awarded to the Participant during the first 20 years
of full-time service as a Participant in the Plan. A Participant will not accrue
any additional annual accrual percentages under the Plan after the first 20
years of full-time service while participating in the Plan.

(d) The target annual accrual percentages will be one-twentieth
(1/20) of the target retirement percentages for each Plan Year, as set forth in
the Annual Benefits Schedule for this Plan which will be issued by the Company
and is subject to change by the Company from time to time in its complete and
sole discretion. Actual awards for each Plan Year will be determined by the
Board and may vary from the target awards. Annual accrual percentages awarded
under the Plan for each Plan Year will be based on the Company's success in
meeting its profitability goals for the Plan Year. If the Company does not meet
the profitability goals which are established by the Board for a particular Plan
Year, a reduced annual accrual percentage (which may be zero) may be awarded
under the Plan for that Plan Year. In a Plan Year when the Company exceeds its
profitability goals, the Board, in its sole discretion, may determine to award
annual accrual percentages which exceed the target awards. Any increase or
decrease in the actual awards from the target awards for a Plan Year will be
made ratably on the same proportionate basis for all Participants in the Plan.
There is no guarantee by the Company of any total retirement benefit under the
Plan.

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(e) The Participant's annual accrual percentage and cumulative
accrual percentage will be reported for each Plan Year in an Annual Benefit
Statement issued by the Company to the Participant. In the event of any
difference between the annual or cumulative accrual percentages set forth in the
most recent Annual Benefit Statement issued to the Participant and the
percentages determined from the Annual Benefits Schedule, the annual and
cumulative accrual percentages determined from the Annual Benefits Schedules
issued by the Company shall be controlling.

(f) A Participant will be 100% vested at all times in the annual and
cumulative accrual percentages which have been earned by the Participant under
the Plan, except as provided in Sections 3.10 and 3.11.

3.3 Definition of Retirement.
------------------------

(a) Early retirement means termination of service with the Company
and its Affiliates after a Participant attains age 55, but before attaining age
65.

(b) Normal retirement means termination of service with the Company
and its Affiliates when a Participant attains age 65.

(c) Late retirement means termination of service with the Company and
its Affiliates when a Participant continues in employment after age 65.

3.4 Form of Retirement Benefit Payments. The normal form of payment
-----------------------------------
of retirement benefits will be a single life annuity payable at age 65 for
unmarried Participants and a joint and 50% survivor annuity payable at age 65
for married

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Participants. A Participant may, however, elect payment in one of the following
forms:

(1) Single life annuity

(2) Single life annuity with 10 year certain

(3) Joint & 50% survivor annuity

(4) Joint & 100% survivor annuity

Spousal consent is required for all elections by married Participants.

3.5 Commencement of Retirement Benefit Payments. Retirement benefit
-------------------------------------------
payments will commence on the May 1 or November 1 following a Participant's
retirement, unless the Participant has elected a later commencement date.
Participants may elect to have retirement benefits commence a certain number of
years after retirement. In such event retirement benefits will commence on May 1
or November 1 following the number of years elected. Notwithstanding any
election made by a Participant or any other provision of the Plan, if a
Participant retires prior to age 65, retirement benefits will not commence until
the May 1 or November 1 following two years after termination of service or the
Participant's attainment of age 65, whichever is sooner.

Retirement benefits must commence no later than May 1 or November 1
following the month in which a Participant attains age 70, even if the
Participant is still employed with the Company or its Affiliates. If a
Participant is actively employed on a full-time basis past age 65, the
Participant will continue to earn additional annual accrual percentages up to
the maximum of the first 20 years of full-time service while participating in

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the Plan. If the Participant is still working at the time when retirement
benefit payments commence, the initial retirement benefit payments will be based
on the Participant's accrued retirement benefit on the date when payments
commence. If the Participant continues to accrue additional retirement benefits,
the retirement benefit payments will be adjusted each year to reflect the
additional accrual, if any. No adjustment shall be made for past retirement
benefit payments.

All payments of retirement benefits are subject to the limitations of
Sections 3.10 and 3.11.

3.6 Actuarial Adjustment for Early or Late Commencement of Retirement
-----------------------------------------------------------------
Benefit Payments. Retirement benefit payments which commence prior to or after
- ----------------
the date when a Participant attains age 65 will be adjusted actuarially using
Actuarial Equivalent factors determined by the Committee. Initially, the
Actuarial Equivalent factors will be 80% of the 1983 GAM Mortality Table and a
discount rate not greater than 120% of the long-term "applicable federal rate"
(as defined in Section 1274(d) of the Code). In the future the Committee may use
such mortality tables and discount rates as the Committee may determine, in its
sole discretion.

3.7 Election of Form and Commencement of Retirement Benefit Payments.
----------------------------------------------------------------
When a Participant becomes eligible to accrue a benefit in accordance with the
Annual Benefits Schedule, the Participant will be required to make an election
of form and commencement date of retirement benefit payments during the initial
enrollment under the Plan.

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A Participant may change the election of form and commencement date of
retirement benefit payments at any time prior to 12 months before the
Participant's early, normal or late retirement without a penalty, but in no
event later than age 65, except as provided below. A Participant may make a
subsequent change in the election of form and commencement date of retirement
benefit payments within 12 months prior to early, normal or late retirement or
after age 65 with a 10% penalty.

In the event of a change in a Participant's marital status or the
death of a Participant's designated Beneficiary after a Participant attains age
65, the Participant may change the election of form and commencement date or
retirement benefit payments without a penalty at any time prior to 12 months
before retirement benefit payments commence.

In no event may a Participant change the form or commencement date of
retirement benefit payments (or the Beneficiary designated to receive any
survivor benefits following the Participant's death) after retirement benefit
payments have commenced, either with or without a penalty.

3.8 Disability. A Participant who becomes disabled while employed
----------
with the Company or its Affiliates will not accrue additional benefits under the
Plan during any Plan Year when the Participant is not an active, full-time
employee during the entire Plan Year. A disabled Participant will not be
eligible to receive retirement benefits before the earliest date when the
Participant would have been eligible to retire under the Plan. Retirement
benefit payments to a disabled Participant will be made in accordance with the
Participant's election of form and

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commencement date of retirement benefits in the same manner as for any other
Participant.

3.9 Termination of Employment Before Age 55. A Participant who
---------------------------------------
terminates employment with the Company and its Affiliates before attaining age
55 will not be eligible to receive retirement benefits until age 55 or two years
after termination of service, whichever is later. Subject to the foregoing
limitation and Sections 3.10 and 3.11, retirement benefit payments to a
terminated Participant will be made in accordance with the Participant's
election of form and commencement date of retirement benefits. Retirement
benefits will commence after the same number of years the Participant elected to
have retirement benefits commence following retirement, but measured from the
date when the Participant terminated employment, or two years after termination
of service or when the Participant attains age 55, whichever is latest. For
example, if the Participant terminates service at age 54 and had elected to have
retirement benefits commence two years after retirement, retirement benefits
will commence when the Participant attains age 56 (which will be two years after
termination of service). If the Participant terminates service at age 51 and had
elected to have retirement benefits commence two years after retirement,
retirement benefits will commence when the Participant attains age 55.

3.10 Termination for Cause. Notwithstanding any other provision of
---------------------
the Plan, any Participant whose employment is terminated for "cause" and the
Beneficiaries of any such Participant will not be entitled to receive any
benefits under

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the Plan. For purposes of this Plan, "cause" means the Participant's (i)
commission of a crime, (ii) refusal to follow, without good cause, directions of
the Board, (iii) misappropriation of property or money from the Company or its
Affiliates, (iv) commission of any act resulting in material harm to the
financial condition or reputation of the Company or its Affiliates, or (v)
commission of any fraudulent act relating to or arising out of the Participant's
employment. Notwithstanding any date of retirement or voluntary termination of
employment by the Participant, if the Company or any of its Affiliates notifies
the Participant that he or she is being terminated for cause within 90 days of
such date of retirement or voluntary termination by the Participant, the
Participant shall be considered terminated for cause for purposes of this Plan.

3.11 Non-Compete Provisions. If a Participant becomes employed as an
----------------------
executive search consultant or obtains employment in any capacity for any other
executive search firm within two years after the date of his termination of
service (including early, normal or late retirement) with the Company or its
Affiliates, the Participant (or his or her Beneficiary following the
Participant's death) will not be entitled to receive any benefits under the
Plan.

3.12 Small Payments. If the monthly payments under the Plan to a
--------------
Participant (or his or her Beneficiary following the Participant's death) are
$500 or less, the Company, in its sole discretion, may convert the benefit to a
lump sum payment, notwithstanding any other provision of the Plan.

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ARTICLE IV

SURVIVOR BENEFITS AND DESIGNATION OF BENEFICIARY
------------------------------------------------

4.1 Survivor Benefits.
-----------------

(a) Post-Retirement After Retirement Benefits Have Commenced. If the
--------------------------------------------------------
Participant dies after retirement benefits have commenced, the Beneficiary will
receive the continuation of the survivor portion, if any, of the annuity the
Participant elected. If the Participant elected a single life only annuity, no
survivor benefit will be payable.

(b) After Eligible for Retirement or Post-Retirement Before
-------------------------------------------------------
Retirement Benefits Commence. If the Participant dies after becoming eligible
- ----------------------------
for retirement, but before retirement benefits have commenced, the Beneficiary
will receive the survivor portion, if any, of the annuity the Participant
elected. Survivor benefits will commence after the same number of years the
Participant elected to have retirement benefits commence following retirement,
but measured from the Participant's death. For example, if the Participant had
elected to have retirement benefits commence two years after retirement,
survivor benefits will commence two years after the Participant's death.

(c) Pre-Retirement. If the Participant dies before eligibility for
--------------
retirement, the Beneficiary will receive the survivor portion, if any, of the
annuity the Participant elected. Survivor benefits will commence on the May 1 or
November 1 following the month in which the Participant would have attained age
55 if the Participant had lived.

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(d) Hardship. In the event of a financial hardship (including
--------
payment of estate taxes) due to the delay in commencement of survivor benefits,
the Beneficiary may submit a written petition to the Committee asking to have
survivor benefits commence on an earlier date. The Committee may grant or deny
the petition in its sole discretion.

(e) Actuarial Adjustment of Survivor Benefits. When retirement
-----------------------------------------
benefits have not commenced during the Participant's lifetime, survivor benefits
which commence before or after the Participant attained or would have attained
age 65 will be actuarially adjusted in the manner described in Section 3.6.

4.2 Designation of Beneficiary. Each Participant shall have the
--------------------------
right to designate a Beneficiary to whom payment of survivor benefits under a
joint and survivor annuity elected by the Participant under this Plan shall be
made in the event of the Participant's death. Such designation shall be made on
a form prescribed by and delivered to the Company. The Participant shall have
the right to change or revoke any such designation of a Beneficiary from time to
time prior to commencement of retirement benefit payments by filing a new
designation or notice of revocation with the Company, and no notice to any
Beneficiary nor consent by any Beneficiary shall be required to effect any such
change or revocation except as provided below. The spouse of a married
Participant must consent in writing to any designation of a Beneficiary other
than the spouse, and any designation of a Beneficiary by a married Participant
other than the spouse of such Participant will be null and void without the
written consent of the spouse in the form required by the

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Company. A subsequent marriage or divorce of the Participant prior to
commencement of retirement benefit payments shall revoke all prior designations
of a Beneficiary. A Participant may not change his or her Beneficiary after
retirement benefit payments commence.

4.3 Failure to Designate Beneficiary. If a Participant shall fail
--------------------------------
to designate a Beneficiary, or if no designated Beneficiary survives the
Participant, no survivor benefits will be payable after the Participant's death
except as provided in the following sentence. If the Participant is married at
the time of death and has not designated a Beneficiary, the survivor benefits,
if any, will be paid to the Participant's spouse, unless the Participant elected
a single life annuity.



ARTICLE V

ADMINISTRATION
--------------

5.1 Administrator. The Board shall appoint a Committee consisting
-------------
of three or more persons to administer the Plan and shall have authority to
appoint and remove members from the Committee. The Committee shall have the
administrative responsibilities hereinafter described with respect to the Plan.
Whenever any action is required or permitted to be taken in the administration
of the Plan, such action shall be taken by the Committee unless the Committee's
power is expressly limited herein or by operation of law. The Committee shall
be the Plan "Administrator" (as such term is defined in Section 3(16) (A) of

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ERISA). The Committee may delegate its duties and responsibilities as it, in
its sole discretion, deems necessary or appropriate to the execution of such
duties and responsibilities. The Committee as a whole or any of its members may
serve in more than one capacity with respect to the Plan. A member of the
Committee shall not vote or act upon any matter which relates solely to the
member in his or her individual capacity as a Participant.

5.2 Powers and Duties. The Committee, or its delegates, shall
-----------------
maintain and keep (or cause to be maintained and kept) such records as are
necessary for the efficient operation of the Plan or as may be required by any
applicable law, regulation or ruling and shall provide for the preparation and
filing of such forms, reports, information, and documents as may be required to
be filed with any governmental agency or department and furnished to
Participants and/or Beneficiaries.

Except to the extent expressly reserved to the Company or the Board,
the Committee shall have all powers necessary to administer the Plan and to
satisfy the requirements of any applicable laws. These powers shall include, by
way of illustration and not limitation, the exclusive powers and discretionary
authority necessary to:

(a) construe and interpret the Plan; declare and amend the Annual
Benefits Schedule; decide all questions of eligibility, including whether a
person shall participate in the Plan for U.S. or International Executives;
decide all questions of fact relating to claims for benefits; and determine the

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amount, time, manner, method, and mode of payment of any benefits hereunder;

(b) direct the Company and/or the trustee of any trust established at
the discretion of the Company to provide for the payment of benefits under the
Plan, including the amount, time, manner, method, and mode of payment of any
benefits hereunder;

(c) prescribe procedures to be followed and forms to be used by
Participants and/or other persons in filing applications or elections;

(d) prepare and distribute, in such manner as may be required by law
or as the Committee deems appropriate, information explaining the Plan;
provided, however, that no such explanation shall contravene the terms of this
Plan or increase the rights of any Participant or Beneficiary or the liabilities
of the Company; and

(e) perform all functions otherwise imposed upon a plan administrator
by ERISA which are not expressly reserved to the Company or the Board.

5.3 Claims Procedure. The right of any Participant or Beneficiary
----------------
to receive a benefit hereunder and the amount of such benefit shall be
determined in accordance with the procedures for determination of benefit claims
established and maintained by the Committee in compliance with the requirements
of Section 503 of ERISA.

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ARTICLE VI

AMENDMENT AND TERMINATION OF PLAN
---------------------------------



Subject to the limitations of Article VII, the Board may, at any time
in its complete and sole discretion, amend or terminate the Plan in whole or in
part, change the benefits under the Plan, or otherwise modify the Annual
Benefits Schedule for the Plan, provided that no such action may deprive
Participants or Beneficiaries of benefits which have accrued prior to such
action. Written notice of any amendment or termination of the Plan shall be
given to each affected Participant in the Plan.


ARTICLE VII

CHANGE OF CONTROL
-----------------


In the event of a "Change of Control" of the Company (as defined
below), the Plan may not be amended or terminated, and the Annual Benefits
Schedule and benefits under the Plan may not be modified or changed, during the
two year period after the Change of Control. All Participants who remain in
employment with the Company or its Affiliates shall continue to accrue benefits
under the Plan for the Plan Years which commence during such two year period in
accordance with the provisions of the Plan.

For purposes of this Plan, a "Change of Control" shall mean (i) the
sale or other transfer of 50% or more of the voting stock of the Company, other
than to (a) shareholders of the Company, (b) a pension, profit-sharing, stock
bonus or similar

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plan established for the benefit of employees of the Company or its Affiliates
or (c) an entity in which the former shareholders of the Company hold 50% or
more of the value of the outstanding stock; (ii) a merger, consolidation,
business combination or other reorganization of the Company in which the former
shareholders of the Company hold 50% or more of the value of the outstanding
stock; or (iii) the sale or other transfer of all or substantially all of the
assets of the Company, other than to (a) shareholders of the Company, (b) a
pension, profit-sharing, stock bonus or similar plan established for the benefit
of employees of the Company or its Affiliates or (c) an entity in which the
former shareholders of the Company hold 50% or more of the value of the
outstanding stock.


ARTICLE VIII

MISCELLANEOUS
-------------

8.1 ERISA Plan. This Plan is covered by Title I of the Employee
----------
Retirement Income Security Act of 1974 ("ERISA") as a "top hat" pension benefit
plan. The Company is the "named fiduciary" of the Plan for purposes of Section
402(a) (2) of ERISA. The Plan is intended to be "unfunded" and maintained
"primarily for the purpose of providing deferred compensation for a select group
of management of highly compensated employees" for purposes of ERISA, and as
such is intended not to be covered by Parts 2 through 4 of Subtitle B of Title I
of ERISA (relating to participation and vesting, funding and fiduciary
responsibility).

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8.2 Employment Not Guaranteed. Nothing contained in this Plan nor any
-------------------------
action taken hereunder shall be construed as a contract of employment or as
giving any Participant any right to be retained in employment with the Company
or its Affiliates.

8.3 Protective Provisions. Each Participant shall cooperate with
---------------------
the Company by furnishing any and all information requested by the Company in
order to facilitate the payment of benefits hereunder, taking such physical
examinations as the Company may deem necessary and taking such other relevant
action as may be requested by the Company. If a Participant refuses so to
cooperate, the Company shall have no further obligation to the Participant or
his or her Beneficiary under the Plan. If a Participant makes any material
misstatement of information or nondisclosure of medical history or commits
suicide within two years after becoming a Participant in the Plan, then no
benefits will be payable hereunder to such Participant's Beneficiary, provided,
that in the Company's sole discretion, benefits may be payable in an amount
reduced to compensate the Company for any loss, cost, damage or expense suffered
or incurred by the Company as a result in any way of any such action,
misstatement or nondisclosure.

8.4 Arbitration. Any controversy or claim arising out of or
-----------
relating to this Plan, or the breach thereof, shall be settled by arbitration in
accordance with the Employment Dispute Resolution Rules of the American
Arbitration Association, and judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. The
arbitration shall occur in Los Angeles, California. The fees and

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expenses of any arbitration shall be awarded by the arbitrator(s).

8.5 Gender, Singular & Plural. All pronouns and any variations
-------------------------
thereof shall be deemed to refer to the masculine, feminine, or neuter, as the
identity of the person or persons may require. As the context may require, the
singular may be read as the plural and the plural as the singular.

8.6 Captions. The captions of the articles, sections and paragraphs
--------
of this Plan are for convenience only and shall not control or affect the
meaning or construction of any of its provisions.

8.7 Validity. In the event any provision of this Plan is held
--------
invalid, void or unenforceable, the same shall not affect, in any respect
whatsoever, the validity of any other provisions of this Plan, and this Plan
shall be deemed to be modified to the least extent possible to make it valid and
enforceable in its entirety.

8.8 Notices and Elections. Any notice or election required or
---------------------
permitted to be given to the Company or the Committee under the Plan shall be
sufficient if in writing and hand delivered, or sent by registered or certified
mail, to the principal office of the Company, directed to the attention of the
President. Such notice or election shall be deemed given as of the date of
delivery or, if delivery is made by mail, as of the date shown on the postmark
on the receipt for registration or certification.

8.9 Withholding; Employment Taxes. To the extent required by the law
-----------------------------
in effect at the time payments are made, the

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Company shall withhold any taxes required to be withheld by the federal or any
state or local government from payments made hereunder.

8.10 Applicable Law. This Plan shall be construed, regulated and
--------------
administered in accordance with the laws of the State of California, except
insofar as state law is preempted by ERISA.

8.11 Waiver of Breach. The waiver by the Company of any provision of
----------------
this Plan shall not operate or be construed as a waiver of any subsequent breach
by the Participant.

8.12 Benefit. The rights and obligations of the Company under this
-------
Plan shall inure to the benefit of, and shall be binding upon, the successors
and assigns of the Company.

8.13 No Right to Company Assets. Neither the Participant nor any
---------------------------
other person shall acquire by reason of the Plan any right in or title to any
assets, funds or property of the Company whatsoever including, without limiting
the generality of the foregoing, any specific funds or assets which the Company,
in its sole discretion, may set aside in anticipation of a liability hereunder,
nor in or to any policy or policies of insurance on the life of the Participant
owned by the Company. No trust shall be created in connection with or by the
execution or adoption of this Plan, and any benefits which become payable
hereunder shall be paid from the general assets of the Company. The Participant
shall have only a contractual right to the amounts, if any, payable hereunder
unsecured by any asset of the Company.

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8.14 Offset. If at the time payments or installments of payments are
------
to be made hereunder the Participant or the Beneficiary or both are indebted or
obligated to the Company, then the payments remaining to be made to the
Participant or the Beneficiary or both may, at the discretion of the Company, be
reduced by the amount of such indebtedness or obligation, provided, however,
that an election by the Company not to reduce any such payment or payments shall
not constitute a waiver of its claim for such indebtedness or obligations.

8.15 Nonassignability. Neither the Participant nor any other person
----------------
shall have any right to commute, sell, assign, pledge, anticipate, mortgage or
otherwise encumber, transfer, hypothecate or convey in advance of actual receipt
the amounts, if any, payable hereunder, or any part thereof, which are, and all
rights to which are, expressly declared to be unassignable and non-transferable.
No part of the amounts payable shall, prior to actual payment, be subject to
seizure or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by the Executive or any other person, or be
transferable by operation of law in the event of the Participant's or any other
person's bankruptcy or insolvency.

8.16 Trust Fund. The Company shall be responsible for the payment of
----------
all benefits provided under the Plan. At its discretion, the Company may
establish one or more trusts, with such trustees as the Board or the Committee
may approve, for the purpose of providing for the payment of such benefits. Such
trust or trusts may be irrevocable, but the assets thereof shall be subject to
the claims of the Company's creditors. To the

-23-

extent any benefits provided under the Plan are actually paid from any such
trust, the Company shall have no further obligation with respect thereto, but to
the extent not so paid, such benefits shall remain the obligation of, and shall
be paid by, the Company.

ARTICLE IX

DISCLAIMER OF RESPONSIBILITIES FOR TAX CONSEQUENCES
---------------------------------------------------


The Company and its Affiliates assume no responsibility, and do not
purport to provide any tax or legal advice or counsel, with respect to any tax
consequences or liabilities which result from the benefits which are provided
under this Plan. Participants and Beneficiaries must look solely to their own
tax and legal advisers for such advice and counsel.

IN WITNESS WHEREOF, the Company has caused this Worldwide Executive
Benefit Retirement Plan for U.S. Executives to be executed this 1st day of
---
January, 1997, effective as of January 1, 1997.
- -------

KORN/FERRY INTERNATIONAL


By: /s/ Peter L. Dunn
-----------------------------------------
Title:

Attest:



By: /s/ Kristine E. Key
-------------------------------
Title:



-24-

KORN/FERRY INTERNATIONAL
WORLDWIDE EXECUTIVE BENEFIT
RETIREMENT PLAN
FOR U.S. EXECUTIVES

ANNUAL BENEFITS SCHEDULE
------------------------

================================================================================
The retirement benefit for each Participant is subject to all of the terms of
the Korn/Ferry International Worldwide Executive Benefit Retirement Plan for
U.S. Executives. The Company will furnish an Annual Benefit Statement to each
Participant which will set forth the annual and cumulative accrual percentage
for calculating the Participant's retirement benefit under the Plan for the
applicable Plan Year. The target annual accrual percentage for each Plan Year
will be based on this Annual Benefits Schedule, as modified from time to time.
The actual annual accrual percentage for each Plan Year will be determined by
the Board of Directors based on the profitability of the Company for the Plan
Year. In the event of any difference between the annual or cumulative accrual
percentages set forth in the most recent Annual Benefit Statement issued to the
Participant and the percentages determined from the Annual Benefits Schedules,
the annual and cumulative accrual percentages determined from the Annual
Benefits Schedules issued by the Company shall be controlling, subject to the
limitations set forth in the Plan. The Company reserves the right, at any time
except during the two year period after a Change of Control, in its complete and
sole discretion, to amend or terminate the Plan in whole or in part, change the
normal retirement benefit or annual accrual percentage under the Plan or
otherwise modify this Annual Benefits Schedule, provided that no such action may
deprive Participants or Beneficiaries of benefits which have accrued prior to
such action.
================================================================================

KORN/FERRY INTERNATIONAL
WORLDWIDE EXECUTIVE BENEFIT
RETIREMENT PLAN
FOR U.S. EXECUTIVES


ANNUAL BENEFITS SCHEDULE

May 1, 1994 to April 30, 1995
- --------------------------------------------------------------------------------

WEB TARGET WEB TARGET
COUNTRY NORMAL RETIREMENT BENEFIT* ANNUAL ACCRUAL PERCENTAGE**
- --------------------------------------------------------------------------------
United .25% of Final Average Salary .00% of Final Average Salary
States
- --------------------------------------------------------------------------------

* After 20 Plan Years of full-time service as a Participant in the Plan.
** For each full Plan Year of full-time service (to a maximum of 20) as a
Participant in the Plan.

A supplemental contribution was made to the 401(k) plan for the 1994 Plan Year
on behalf of eligible participants.



1/1/97 /s/ Peter L. Dunn
- ------------------------------- --------------------------------------
Date Signature

KORN/FERRY INTERNATIONAL
WORLDWIDE EXECUTIVE BENEFIT
RETIREMENT PLAN
FOR U.S. EXECUTIVES

ANNUAL BENEFITS SCHEDULE


MAY 1, 1995 TO APRIL 30, 1996
- --------------------------------------------------------------------------------

WEB TARGET WEB TARGET
COUNTRY NORMAL RETIREMENT BENEFIT* ANNUAL ACCRUAL PERCENTAGE**
- --------------------------------------------------------------------------------

United States 9.25% of Final Average Salary 0.4625% of Final Average Salary

- --------------------------------------------------------------------------------

* After 20 Plan Years of full-time service as a Participant in the Plan.
** For each full Plan Year of full-time service (to a maximum of 20) as a
Participant in the Plan.




1/1/97 /s/ Peter L. Dunn
- ------------------------------- -------------------------------
Date Signature



KORN/FERRY INTERNATIONAL
WORLDWIDE EXECUTIVE BENEFIT
RETIREMENT PLAN
FOR U.S. EXECUTIVES

ANNUAL BENEFITS SCHEDULE


MAY 1, 1996 TO APRIL 30, 1997
- --------------------------------------------------------------------------------

WEB TARGET WEB TARGET
COUNTRY NORMAL RETIREMENT BENEFIT* ANNUAL ACCRUAL PERCENTAGE**
- --------------------------------------------------------------------------------

United States 9.25% of Final Average Salary .4625% of Final Average Salary

- --------------------------------------------------------------------------------

* After 20 Plan Years of full-time service as a Participant in Plan.
** For each full Plan Year of full-time service (to a maximum of 20) as a
Participant in the Plan.




4/30/97 /s/ Peter L. Dunn
------------------------------- -------------------------------
Date Signature