FORM OF TERMINATION AGRMNT FOR PHANTOM STOCK PLAN

FORM OF TERMINATION AND CONVERSION AGREEMENT
(FOR PHANTOM STOCK UNITS)

This Termination and Conversion Agreement dated as of June 30, 1998
(the "Agreement "), is entered into by and between Korn/Ferry International, a
California corporation (the "Company") and ((NAME)) (the "Unitholder").
(Capitalized terms used but not defined in this Agreement have the meanings
ascribed to such terms in the Korn/Ferry International Phantom Stock Plan (the
"Plan Agreement").)

R E C I T A L S

A. The Company and the Unitholder entered into the Korn/Ferry
International Phantom Stock Plan, adopted by the Company effective on May 1,
1988.

B. The Board of Directors of the Company, at its July 24, 1998
Meeting of the Board, authorized the termination of the Plan Agreement and the
conversion of each Unit issued pursuant to the Plan Agreement into a share of
the Company's common stock, no par value (the "Common Stock") effective as of
June 30, 1998, and in an amount to be determined by dividing the Book Value per
share of the Common Stock into the outstanding cash value of the Units.

C. Accordingly, the purpose of this Agreement is to provide for the
terms and conditions for the termination of the Plan Agreement and the
cancellation of all rights thereunder, as well as the conversion of Units held
thereunder into shares of Common Stock for the holder of each such Unit (the
"Unitholder," also to be referenced herein as the "Executive").

NOW, THEREFORE, in consideration of the mutual promises contained
herein and for other good and valuable consideration, the Company and the
Unitholder pursuant to this Agreement hereby agree to the following terms and
conditions described below.

ARTICLE I
---------

DEFINITIONS

"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 principles of the Company.

"Converted Common Stock" means that number of shares of Common Stock
identified in Article IV, paragraph 1, to be issued by the Company pursuant to
the conversion of Units held under the Plan Agreement.

"Share" means a share of Common Stock.

"Unit" means the right for the Unitholder to receive a Share for each
Unit held by the Unitholder, upon authorization by the Board of Directors of the
Company.


ARTICLE II
----------


REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby agrees, represents and warrants as follows:

(a) In consideration of (i) the Unitholder's agreement to the terms
of and execution of the Agreement, (ii) the representations and warranties
of the Unitholder as provided in Article III below and (iii) the
Unitholder's agreement to surrender and cancel the Units, and all rights
thereunder, the Company will issue the Converted Common Stock to the
Unitholder.

(b) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of California.

(c) The Company has all necessary corporate power and authority to
execute, deliver and perform this Agreement.

(d) The Company has the power and authority to issue the Converted
Common Stock to the Unitholder and such issuance will not conflict with any
material agreement to which the Company is a party.

(e) Upon issuance in accordance with the terms of this agreement,
each share of Converted Common Stock will be duly authorized, validly
issued, fully paid and nonassessable.


ARTICLE III
-----------

REPRESENTATIONS AND WARRANTIES OF THE UNITHOLDER

The Unitholder agrees, represents and warrants as follows:

(a) In consideration of the agreements, representations and
warranties of the Company listed above and the Company's commitment to
issue the Converted Common Stock to the Unitholder under the terms of this
Agreement, the Unitholder agrees to the surrender and cancellation of the
Units and all rights thereunder.

(b) The Unitholder has the power and authority to surrender and
cancel the Units, and all rights thereunder, and such action will not
conflict with any material agreement to which the Unitholder is a party.

2

(c) The Unitholder owns all of the Units beneficially and of record,
and the Company is acquiring good and marketable title to and complete
ownership of the Units, free of any claim, charge, easement, encumbrance,
lease, covenant, security interest, lien, option, pledge, rights of other,
or restriction (whether on voting, sale, transfer, disposition or
otherwise), whether imposed by agreement, understanding, law, equity or
otherwise, except for any restriction on transfer generally arising under
any applicable federal or state securities law.

(d) The Unitholder has not undertaken the transactions contemplated
by this Agreement with actual intent to hinder, delay or defraud any entity
to which the Unitholder is or will be indebted, and the Unitholder is not
(i) receiving less than equivalent value in exchange for his/her
undertakings or (ii) insolvent.

(e) In the event a tax is required to be withheld for a U.S. resident
Unitholder in connection with the delivery of the Converted Common Stock
under this Agreement, the Unitholder may elect any one, or any combination,
of the following options: (i) to pay such withholding by check made payable
to the Company; (ii) to have the Company reduce the number of shares of
Converted Common Stock to be delivered under this Agreement by the
appropriate number of shares to satisfy any such withholding obligation; or
(iii) to provide for such withholding by execution of a promissory note in
favor of the Company in the form attached hereto as Exhibit A to Attachment
B. The Unitholder will elect the method for payment of any tax required to
be withheld by the designation of such on the Election of Method for
Payment of Withholding, attached hereto as Attachment B to this agreement.
The value of the shares for this purpose shall be in a U.S. dollar amount
per share of $11.15.

(f) Non-U.S. resident Unitholder hereby agrees to be personally
responsible for the payment of any and all foreign jurisdiction taxes for
which he/she may be liable due to his/her receipt of the Converted Common
Stock.


ARTICLE IV
----------

AGREEMENTS AND COVENANTS

1. The Unitholder and the Company hereby agree to the issuance of
((PHANTOM_UNIT)) shares of Common Stock in consideration for the Units held
under the Plan Agreement in accordance with this Agreement, less any shares of
Common Stock held by the Company for withholding purposes, if any, upon the
Unitholder's election as indicated by his/her completion of the Election of
Method for Payment of Withholding in the form attached hereto as Attachment B.
Such conversion will extinguish the Company's duties and responsibilities under
the Plan Agreement and related documents.

2. The Unitholder and the Company hereby agree to the surrender and
cancellation of all Units held by the Unitholder, and all rights thereunder, in
return for the issuance of the Converted Common Stock by the Company.

3

3. The Unitholder and the Company hereby agree that the number of shares
of Converted Common Stock to be issued to the Unitholder for the surrender and
cancellation of the Units will be based upon a conversion ratio whereby the
number of shares of Common Stock to be issued will be determined by dividing the
Book Value per share of the Common Stock into the outstanding cash value of the
Units.

4. The Unitholder and the Company hereby agree that the Company's
calculation of ordinary income tax withholding is based on a conversion value of
$11.15 per share. A higher or lower value per share may be imposed, and if a
higher value is imposed, the Unitholder's ordinary income tax liability would be
increased proportionately. Therefore, the Company reserves the right, and the
Unitholder agrees to such reservation, to deduct from the Unitholder's future
compensation payments to offset any amount due for any additional tax
liabilities or related corporate withholding obligations.


ARTICLE V
---------

CONDITIONS TO EFFECTIVENESS

The obligations of the Company under this Agreement will not come due until the
Unitholder has satisfied and complied with each of the conditions listed below:

(a) The Unitholder has returned this executed Agreement to the
Company which will give effect to all the agreements, representations and
warranties contained herein;

(b) The Unitholder has returned the executed Repurchase Agreement,
and all exhibits thereto, attached hereto as Attachment A, which subjects
the Converted Common Stock to certain transfer restrictions; and

(c) For each U.S. resident Unitholder, such U.S. resident Unitholder
has returned (i) the executed Election of Method for Payment of Withholding
attached hereto as Attachment B, (ii) the executed Promissory Note, if any,
in the form attached hereto as Exhibit A to Attachment B and (iii) a check,
if any, payable to the Company in the appropriate amount.

The above-described documents, are to be returned to Evelyn Y. Mak of the
Company by no later than 5:00 (PDT) on Friday, September 18, 1998.

4

This Agreement along with all attachments thereto will be binding
upon the Unitholder and the Company in accordance with its terms upon execution
by both parties.


KORN/FERRY INTERNATIONAL

By: _______________________________
Name: Elizabeth S.C.S. Murray
Title: Executive VP & CFO

Acknowledged and Agreed to:

Signature: _______________________
Name: ((NAME))

5

Attachment A

REPURCHASE AGREEMENT


THIS REPURCHASE AGREEMENT (the "Repurchase Agreement") is executed as
of June 30, 1998 by and between Korn/Ferry International, a California
corporation (the "Company"), and ((NAME)) (the "Unitholder," or for purposes
herein, the "Shareholder"). Pursuant to the Termination and Conversion Agreement
(the "Agreement"), the Unitholder has agreed to receive shares of the Company's
common stock, no par value (the "Common Stock") in return for the cancellation
of certain Phantom Stock Units held by the Unitholder.

R E C I T A L S

A. The Company is a corporation duly and validly existing under the
laws of the State of California.

B. The Company has authorized the conversion of the Units held by the
Unitholder under the Company's Phantom Stock Plan for shares of Common Stock.

C. The Unitholder has decided to participate in such conversion,
which will require the execution of certain documents with the Company,
including this Repurchase Agreement.

NOW THEREFORE, in consideration of the foregoing and in consideration
of the mutual promises contained within the Agreement between the same parties,
the parties hereto agree as follows:

1. DEFINITIONS. For all purposes of this Repurchase Agreement, the
-----------
following definitions apply:

"Agreement " means the Termination and Conversion Agreement, executed
between the Unitholder and the Company in conjunction with this Repurchase
Agreement.

"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.

"Fiscal Year" means the fiscal year of the Company, which is currently
specified as the period beginning each May 1 and ending each April 30, or any
other period specified by the Board of Directors of the Company as the fiscal
year of the Company.

"Promissory Note" means that promissory note that provides for the
withholding for taxes by a Shareholder, if any, executed by a Shareholder in
favor of the

Att. A-1

Company pursuant to the issuance of shares of Common Stock to the Shareholder
under the Agreement.

"Shares" means shares of Common Stock acquired by the Shareholder
under the Agreement to which this Repurchase Agreement is attached.

"Shareholder" means a Unitholder who has acquired shares of Common
Stock pursuant to the Agreement.

"Value" means, for purposes of determining the price at which a Share
will be repurchased by the Company under the terms of this Repurchase Agreement,
the cash value of a Share will be (a) the Book Value of such Share as of the end
of the Fiscal Year immediately preceding such sale or 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 the Board of Directors of
the Company for purposes of this Repurchase Agreement.

2. COMPLIANCE WITH AGREEMENT. Except as expressly set forth herein, the
-------------------------
Shareholder shall not sell, transfer, hypothecate, pledge or otherwise dispose
of the Shares or any interest therein held by Shareholder (a "Transfer") without
the prior written consent of the Company. Any purported Transfer not in
compliance with the terms and conditions of this Repurchase Agreement shall be
void and of no force and effect. If the Shares are Transferred, in whole or
part, voluntarily or involuntarily, by operation of law or otherwise, by reason
of insolvency or bankruptcy of the Shareholder, or otherwise in violation of the
provisions of this Repurchase Agreement, the recipient of any of the Shares
shall not be registered on the books of the Company, shall not be recognized as
the holder of the Shares by the Company and shall not acquire any voting,
dividend or other rights in respect thereof.

3. INVESTMENT INTENT. The Shareholder hereby represents and warrants
-----------------
to the Company that the Shareholder's acquisition of the Shares has been made
for his or her own account for investment purposes only, and not with a view to
distribution or resale of the Shares. The issuance of the Shares has not been
registered under the Securities Act of 1933, as amended, or the securities laws
of any state. The Shareholder may not sell the Shares unless the sale has been
so registered or unless, in the opinion of counsel satisfactory to the Company,
such registration is not required.

4. RESTRICTION ON CERTIFICATES. The Shareholder understands and
---------------------------
agrees that the certificate(s) issued to him or her representing the Shares:

(i) Shall contain the following legend:

"TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY
REQUIRE REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND THIS
CERTIFICATE MAY NOT BE TRANSFERRED WITHOUT EVIDENCE OF SUCH REGISTRATION OR
OF AN EXEMPTION FROM THE REGISTRATION REQUIREMENT OF THE ACT. THE RIGHT TO
SELL, TRANSFER OR OTHERWISE DISPOSE OF OR PLEDGE THE SHARES REPRESENTED BY
THIS CERTIFICATE IS PROHIBITED BY THE TERMS OF A

Att. A-2

REPURCHASE AGREEMENT. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY'S
PRINCIPAL PLACE OF BUSINESS."

(ii) May contain additional legends as required by state securities
laws.

(iii) Shall contain the following legend, if the Shareholder is not a
U.S. Person, as defined in the Act and Regulation S promulgated thereunder:

"THE TRANSFER OF THESE SECURITIES IS PROHIBITED EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED."

5. POSSESSION OF CERTIFICATES. The Company shall hold the certificates
--------------------------
evidencing the Shares as custodian to protect its interests hereunder. In
furtherance thereof, the Shareholder shall execute and deliver to the Company an
assignment in blank, in the form of Exhibit A to the Repurchase Agreement, for
the transfer of such certificates. The Company will deliver to the Shareholder
a receipt for such Shares in the form of Exhibit B to the Repurchase Agreement.

6. REPURCHASE OF SHARES BY COMPANY. Upon the termination of the
-------------------------------
Shareholder's employment with the company (for any reason whatsoever, including
voluntary and involuntary termination, retirement, death or disability), the
Shareholder shall sell, and the Company shall purchase, the Shares at a price
per share equal to the Value of a share of Common Stock, subject to any
prohibitions on the purchase of Shares by the Company under applicable law or
any agreement binding on the Company. The Company and the Shareholder agree that
the Company shall purchase the Shares on a date specified by the Company, which
shall not be later than ninety (90) days after termination of the Shareholder's
employment with the Company. Notwithstanding the foregoing, if the Company is
prohibited from purchasing the Shares by applicable law or by any contract or
agreement binding on the Company, including without limitation any loan
agreement, the Company will purchase the Shares as soon as practicable after it
determines in good faith that it is legally and contractually permitted to do
so. If there is a Promissory Note outstanding at the time of the Company's
purchase under this section, the Company will, and the Shareholder hereby
authorizes the Company to, offset against any amounts owing to the Shareholder
by the Company with respect to Shares purchased hereunder any amounts
outstanding for principal or accrued interest under the outstanding Promissory
Note. Any amount so offset shall be deducted from the purchase price to be paid
under this section upon the purchase of the Shares by the Company. The balance
of the purchase price for the Shares, if any, shall be paid by the Company, in
its sole and absolute discretion, either in cash or by delivery of a non-
transferable promissory note in the form of the Note; provided, however, that if
termination of employment is due to the Shareholders' death, the balance of the
purchase price shall be paid in cash. The Note shall bear simple interest at
Bank of America's (or its successor's) reference rate as of the date hereof and
may be for term of up to five years. The Note shall be paid in equal annual
installments of principal plus all accrued and unpaid interest on the total
principal amount. Subject to the preceding sentence, the actual term of the Note
will be determined in the sole and absolute discretion of the Company. The
indebtedness evidenced

Att. A-3

by the Note, both principal and interest, shall be subordinated and junior, to
the extent set forth in the next sentence, to all Senior Debt; provided, that
such Senior Debt shall not include any obligation of the Company under the
Equity Plan to repurchase shares of Common Stock. Upon the maturity of any of
the Senior Debt by lapse of time, acceleration or otherwise, all principal of,
and interest on, all such matured Senior Debt shall first be paid in full before
any payment is made by the Company on account of principal of, or interest on,
the Note.

7. ASSIGNMENT OF PURCHASE RIGHTS. The Company may assign, in whole or
-----------------------------
part, its right to purchase the Shares under this Repurchase Agreement to a
designee(s).

8. CHANGE IN MARITAL STATUS. In the event that the Shareholder's
------------------------
marital status is altered by dissolution or divorce or by the death of the
Shareholder's spouse, any interest of his or her former spouse in the Shares,
whether as community property or as a result of a property settlement agreement,
a divorce decree or other legal proceeding, may be purchased by the Company and
shall be sold by the Shareholder's former spouse or his or her estate according
to the provisions of this Repurchase Agreement. The Shareholder agrees to notify
the Company of any change in marital status, including, without limitation,
marriage, dissolution of marriage, divorce or death of spouse, within ten (10)
business days of said event. The Shareholder agrees to cause any spouse who has
not signed a consent to this Repurchase Agreement in the form of Exhibit D to do
so at the time notice is given to the Company under this Section 9.

9. AMENDMENT. No change, amendment or modification of this Repurchase
---------
Agreement shall be valid unless it is in writing and signed by the Company and
the Shareholder.

10. REMEDIES. The parties agree that the Company will be irreparably
--------
damaged in the event the agreements contained herein are not specifically
enforced. If any dispute arises concerning the transfer of any Shares, an
injunction may be issued restraining any such transfer pending the determination
of such controversy. In the event of any controversy, such rights or obligations
shall be enforceable in a court by a decree of specific performance. Such remedy
shall, however, be cumulative and not exclusive, and shall be in addition to any
other remedy which the Company may have.

11. EXPENSES. The Shareholder agrees to pay to the Company the amount
--------
of any and all reasonable expenses, including, without limitation, reasonable
attorneys' fees and expenses, which the Company may incur in connection with the
enforcement of its rights hereunder.

12. NOTICES. Any notice required or permitted to be given hereunder
-------
shall be in writing and shall be mailed first-class, postage prepaid, or shall
be personally delivered, or shall be sent by telecopier. Any communication so
addressed and mailed shall be deemed to be given seven days after mailing and
any communication delivered in person shall be deemed to be given when receipted
for, or actually received by, an authorized officer of the recipient. All such
communications, if intended for the Company, shall be addressed to the Company
as follows:

Att. A-4

Korn/Ferry International
1800 Century Park East
Suite 900
Los Angeles, California 90067
Attention: Corporate Secretary

and if intended for the Shareholder shall be addressed to the Shareholder at his
or her address as shown on the Company's books. Any party may change his, her
or its address for notice by giving notice thereof to the other party to this
Repurchase Agreement. A change of address notice by the Shareholder shall be
recorded in the books of the Company as the Shareholder's address for notice
unless the Shareholder otherwise instructs the Company.

13. GOVERNING LAW. All questions with respect to the construction of
-------------
this Repurchase Agreement and the rights and liabilities of the parties hereto
shall be governed by the laws of California.

14. SUCCESSORS AND ASSIGNS. Subject to the terms herein, this Repurchase
----------------------
Agreement shall inure to the benefit of, and shall be binding upon, the assigns,
successors in interest, personal representatives, estates, heirs and legatees of
each of the parties hereto. Nothing herein shall obligate the Company to obtain
the consent of Shareholder if the Company undergoes a reorganization,
restructuring or recapitalization, including without limitation, the acquisition
by the Company of an entity or entities controlled by the Company in connection
with the reincorporation of the Company in a state other than California.

15. ENTIRE AGREEMENT. This Repurchase Agreement contains the entire
----------------
Repurchase Agreement of the parties hereto and supersedes any prior written or
oral agreements between them concerning the subject matter contained herein.
There are no representations, agreements, arrangements or understandings, oral
or written, between and among the parties hereto relating to the subject matter
contained in this Repurchase Agreement which are not fully set forth herein.

16. COUNTERPARTS. This Repurchase 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.

17. WAIVER. No waiver of any right pursuant hereto or waiver of any
------
breach hereof shall be effective unless in writing and signed by the party
waiving such right or breach. No waiver of any right or waiver of any breach
shall constitute a waiver of any other or similar right or breach, and no
failure to enforce any right hereunder shall preclude or affect the later
enforcement of such right.

18. CAPTIONS. The captions of the various sections herein are solely
--------
for the convenience of the parties hereto and shall not affect or control the
meaning or construction of this Repurchase Agreement.

Att. A-5

19. SEVERABILITY. Should any portion of this Repurchase Agreement be
------------
declared invalid and unenforceable, then such portion shall be deemed to be
severable from this Repurchase Agreement and shall not affect the remainder
hereof.

20. AGREEMENT AVAILABLE FOR INSPECTION. An original copy of this
----------------------------------
Repurchase Agreement, together with all amendments, duly executed by the Company
and the Shareholder, shall be delivered to the Secretary of the Company and
maintained by him or her at the principal executive office of the Company and
shall be available for inspection by any person requesting to see it.

21. REGULATION T, U OR X. The Company's possession of the certificates
--------------------
evidencing the Shares pursuant to Section 5 of this Repurchase Agreement does
not violate Regulation T, U or X of the Board of Governors of the Federal
Reserve System.

22. ADDITIONAL DOCUMENTS. The parties hereto agree to sign all the
--------------------
other agreements necessary to effectuate this Repurchase Agreement.

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


SHAREHOLDER

By: ___________________________
Name: ((NAME))

KORN/FERRY INTERNATIONAL

By: ___________________________
Name: Elizabeth S.C.S. Murray
Title: Executive VP & CFO

Att. A-6

EXHIBIT A TO ATTACHMENT A

IRREVOCABLE STOCK ASSIGNMENT

For good and valuable consideration pursuant to the Repurchase
Agreement, Attachment A to the Agreement, between the undersigned and Korn/Ferry
International, the undersigned hereby sells, assigns and transfers to
_________________________ shares of Common Stock of Korn/Ferry International,
represented by Certificate No(s)._______________ standing in the name of the
undersigned on the books of said Company.


By: _________________________
Name: ((NAME))
Dated: June 30, 1998

WITNESS:

By: ________________________

Name: ______________________

Dated: June 30, 1998

Exh. A to Att. A

EXHIBIT B TO ATTACHMENT A

RECEIPT

[SAMPLE ONLY]

[to be issued by the Company to the Shareholder upon issuance of stock
certificate]

Korn/Ferry International, a California corporation (the "Company"),
hereby acknowledges that it has received and is holding as custodian on behalf
of _____________________, an employee of the Company (the "Executive"),
___________ shares of Common Stock of the Company (the "Shares"), represented by
certificate number __________, _________ and ___________ issued on
______________, 1998 in the name of Executive (copies of which are attached
hereto), together with an Irrevocable Stock Assignment executed by Executive
(the "Stock Assignment"). The Shares and the Stock Assignment are being held by
the Company pursuant to and in accordance with the terms of that certain
Repurchase Agreement between the Company and Executive.


KORN/FERRY INTERNATIONAL

By: ______________________
Name: ______________________
Title: ______________________

Dated: ______________, 1998

Exh. B to Att. A

EXHIBIT C TO ATTACHMENT A

KORN/FERRY INTERNATIONAL
NON-TRANSFERABLE SUBORDINATED PROMISSORY NOTE


[SAMPLE ONLY]
[to be used by the Company upon repurchase]

$_______ _____________,19__


FOR VALUE RECEIVED, the undersigned, KORN/FERRY INTERNATIONAL, a
California corporation (the "Company") hereby promises to pay to the order of
________________________________________ ("Payee") the principal sum of
______________________________ dollars ($___________), plus interest on the
unpaid balance thereof at the rate of ______% per annum [reference rate of Bank
of America or its successor on the date hereof].

Payments of principal and interest hereunder shall be in lawful money
of the United States of America and shall be payable in ______________ (____)
annual payments, the first such payment to be made on __________, 19__, and the
final such payment to be made on ____________, ____. Interest shall be simple
interest and shall be paid on the basis of a 360-day year and a 30-day month.

Principal and interest on this note are payable, at________________
_____________________, or such other place as Payee shall designate in writing
for such purpose at least five business days in advance of the applicable
payment date. Principal and interest on this note may be prepaid at any time, in
whole or in part, without premium or penalty. The timely tender of any payment
of principal or interest on this note shall be deemed to have been made if a
check for such payment is mailed two business days before the day such payment
is due.

If any payment of principal or interest on this note shall be due on a
Saturday, Sunday or legal holiday under the laws of the State of California, or
any other day on which banking institutions in the City of Los Angeles are
obligated or authorized by law or executive order to close, such payment shall
be made on the next succeeding business day in California, and any such extended
time shall not be included in computing interest in connection with such
payment.

The indebtedness evidenced by this note, both principal and interest,
is subordinated and junior to the extent set forth in Section 6 of that certain
Repurchase Agreement dated as of _________________ between the Company and
Payee.

Payee shall not sell, assign or otherwise transfer or dispose of all
or any part of this note to any person, partnership, corporation, firm or other
entity, except with the prior written consent of the Company.

This note is made and delivered in California and shall be governed,
construed and enforced according to the laws of the State of California.

KORN/FERRY INTERNATIONAL

By:_____________________________

Name:___________________________

Title:__________________________


Exh. C to Att. A

EXHIBIT D TO ATTACHMENT A

CONSENT OF SPOUSE OF SHAREHOLDER



The undersigned, being the spouse of the Shareholder, ((NAME)), who
has signed the foregoing Repurchase Agreement with the Company, dated June 30,
1998, hereby acknowledges that he or she has read and is familiar with the
provisions of the Repurchase Agreement including but not limited to Sections 4
and 6 thereof and agrees to be bound thereby and join therein to the extent, if
any, that his or her agreement and joinder may be necessary. The undersigned
hereby agrees that the Shareholder may join in any future amendment or
modifications of the Agreement without any further signature, acknowledgment,
agreement or consent on his or her part; and the undersigned hereby further
agrees that any interest which he or she may have in the shares of Common Stock
of the Company held by the Shareholder shall be subject to the provisions of
this Repurchase Agreement.

By: _________________________

Name: _________________________

Dated: June 30, 1998

Exh. D to Att. A

ATTACHMENT B

FORM OF ELECTION OF METHOD FOR PAYMENT OF WITHHOLDING FOR TAXES
(TO BE EXECUTED BY U.S. RESIDENTS ONLY)

The Unitholder hereby commits, by his/her election of method of
payment indicated below, to the payment of that amount needed to be withheld for
the payment of the required taxes by the Company. Such withholding is pursuant
to the issuance of Common Stock shares under the Termination and Conversion
Agreement (the "Agreement"), executed by the Unitholder concurrently herewith
and as described therein. The value of the shares for the purpose of valuing
that amount shall be $11.15 per share. The Unitholder has indicated his/her
election by signing his/her initials in the appropriate places below.

Initial
-------

____ I hereby elect to pay my required withholding by my check, which I am
transmitting herewith, made payable to the Company in the amount of
((PHCHECK_PAYMENT)).

____ I hereby elect to have the Company reduce the number of shares of
Converted Common Stock to be delivered under the Agreement by
((PHSHARE_REDUCTION)) shares to satisfy any such withholding
obligation.

____ I hereby elect to pay the required withholding amount of
((PHCHECK_PAYMENT)) through a promissory note, the form of which is
attached as Exhibit A to this Attachment B.


Execution by Unitholder

Signature: ________________________
Name: ((NAME))

Att. B

EXHIBIT A TO ATTACHMENT B




[FORM OF PROMISSORY NOTE APPEARS ON THE FOLLOWING PAGE]

Exh. A to Att. B

PROMISSORY NOTE

((PHCHECK_PAYMENT)) JUNE 30, 1998

FOR VALUE RECEIVED, the undersigned promissor (the "Promissor") hereby
promises to pay to the order of KORN/FERRY INTERNATIONAL, a California
corporation (the "Company") the principal sum of ((PHCHECK_PAYMENT)), plus
interest on the unpaid balance thereof at the rate of 8.50% per annum.

Payments of principal and interest hereunder shall be in lawful money
of the United States of America and shall be payable in the amount of the entire
principal sum of ((PHCHECK_PAYMENT)), plus interest due and owing under that
certain Termination and Conversion Agreement dated as of June 30, 1998. Interest
payable shall be simple interest and shall be paid on the basis of a 360-day
year and a 30-day month.

The Principal and interest to be paid on this note shall be on April
30, 1999. The Principal and Interest are payable at 1800 Century Park East,
Suite 900, Los Angeles, California, 90067, or such other place as the Company
shall designate in writing for such purpose at least five business days in
advance of the applicable payment date. Principal and interest on this note may
be prepaid at any time, in whole or in part, without premium or penalty.

If the date of payment of principal or interest on this note shall be
due on a Saturday, Sunday or legal holiday under the laws of the State of
California, or any other day on which banking institutions in the City of Los
Angeles are obligated or authorized by law or executive order to close, such
payment shall be made on the next succeeding business day in California, with
such extended time shall not be included in computing interest in connection
with such payment.

This note is made and delivered in California and shall be governed,
construed and enforced according to the laws of the State of California.


PROMISSOR

By: _______________________

Name: ((NAME))


Exh. A to Att. B