FORM OF UNDERWRITING AGREEMENT

EXHIBIT 1.1

___ SHARES

KORN/FERRY INTERNATIONAL

COMMON STOCK, NO PAR VALUE

UNDERWRITING AGREEMENT
----------------------


____________, 1999

CREDIT SUISSE FIRST BOSTON CORPORATION
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
PAINEWEBBER INCORPORATED
As Representatives of the Several Underwriters,
c/o Credit Suisse First Boston Corporation,
Eleven Madison Avenue,
New York, N.Y. 10010-3629.

Dear Sirs:

1. Introductory. Korn/Ferry International, a California corporation
("Company"), proposes to issue and sell __________ shares of its Common Stock,
no par value ("Securities"), and the shareholders listed in Schedule A hereto
("Selling Shareholders") propose severally to sell an aggregate of ___________
outstanding shares of the Securities (such __________ shares of Securities being
hereinafter referred to as the "U.S. Firm Securities") to the several
Underwriters named in Schedule B hereto ("Underwriters").

It is understood that the Company and the Selling Shareholders are
concurrently entering into a Subscription Agreement, dated the date hereof
("Subscription Agreement"), with Credit Suisse First Boston (Europe) Limited
("CSFBL"), and the other managers named therein ("Managers") relating to the
concurrent offering and sale of __________ shares of Securities ("International
Firm Securities") outside the United States and Canada ("International
Offering").

In addition, as set forth below the Company proposes to issue and sell (i)
to the Underwriters, at the option of the Underwriters, an aggregate of not more
than __________ additional shares of Securities ("U.S. Optional Securities") and
(ii) to the Managers, at the option of the Managers, an aggregate of not more
than __________ additional shares of Securities ("International Optional
Securities"). The U.S. Firm Securities and the U.S. Optional Securities are
hereinafter called the "U.S. Securities"; the International Firm Securities and
the International Optional Securities are hereinafter called the "International
Securities"; the U.S. Firm Securities and the International Firm Securities are
hereinafter called the "Firm Securities"; the U.S. Optional Securities and the
International Optional Securities are hereinafter called the "Optional
Securities". The U.S. Securities and the International Securities are
collectively referred to as the "Offered Securities". To provide for the
coordination of their activities, the Underwriters and the Managers have entered
into an Agreement Between U.S. Underwriters and Managers which permits them,
among other things, to sell the Offered Securities to each other for purposes of
resale.

The Company and the Selling Shareholders hereby agree with the several
Underwriters as follows:

2. Representations and Warranties of the Company and the Selling
Shareholders. (a) The Company represents and warrants to, and agrees with, the
several Underwriters that:

(i) A registration statement (No. 333-61697) relating to the Offered
Securities, including a form of prospectus relating to the U.S. Securities,
has been filed with the Securities and Exchange Commission ("Commission")
and either (i) has been declared effective under the Securities Act of 1933
("Act") and is not proposed to be amended or (ii) is proposed to be amended
by amendment or post-effective amendment. If such registration statement
(the "initial registration statement") has been declared effective, either
(A) an additional registration statement (the "additional registration
statement") relating to the Offered Securities may have been filed with the
Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, if so
filed, has become effective upon filing pursuant to such Rule and the
Offered Securities all have been duly registered under the Act pursuant to
the initial registration statement and, if applicable, the additional
registration statement or (B) such an additional registration statement is
proposed to be filed with the Commission pursuant to Rule 462(b) and will
become effective upon filing pursuant to such Rule and upon such filing the
Offered Securities will all have been duly registered under the Act
pursuant to the initial registration statement and such additional
registration statement. If the Company does not propose to amend the
initial registration statement or if an additional registration statement
has been filed and the Company does not propose to amend it, and if any
post-effective amendment to either such registration statement has been
filed with the Commission prior to the execution and delivery of this
Agreement, the most recent amendment (if any) to each such registration
statement has been declared effective by the Commission or has become
effective upon filing pursuant to Rule 462(c) ("Rule 462(c)") under the Act
or, in the case of the additional registration statement, Rule 462(b). For
purposes of this Agreement, "Effective Time" with respect to the initial
registration statement or, if filed prior to the execution and delivery of
this Agreement, the additional registration statement means (i) if the
Company has advised the Representatives that it does not propose to amend
such registration statement, the date and time as of which such
registration statement, or the most recent post-effective amendment thereto
(if any) filed prior to the execution and delivery of this Agreement, was
declared effective by the Commission or has become effective upon filing
pursuant to Rule 462(c), or (ii) if the Company has advised the
Representatives that it proposes to file an amendment or post-effective
amendment to such registration statement, the date and time as of which
such registration statement, as amended by such amendment or post-effective
amendment, as the case may be, is declared effective by the Commission. If
an additional registration statement has not been filed prior to the
execution and delivery of this Agreement but the Company has advised the
Representatives that it proposes to file one, "Effective Time" with respect
to such additional registration statement means the date and time as of
which such registration statement is filed and becomes effective pursuant
to Rule 462(b). "Effective Date" with respect to the initial registration
statement or the additional registration statement (if any) means the date
of the Effective Time thereof. The initial registration statement, as
amended at its Effective Time, including all information contained in the
additional registration statement (if any) and deemed to be a part of the
initial registration statement as of the Effective Time of the additional
registration statement pursuant to the General Instructions of the Form on
which it is filed and including all information (if any) deemed to be a
part of the initial registration statement as of its Effective Time
pursuant to Rule 430A(b) ("Rule 430A(b)") under the Act, is hereinafter
referred to as the "Initial Registration Statement". The additional
registration statement, as amended at its Effective Time, including the
contents of the initial registration statement incorporated by reference
therein and including all information (if any) deemed to be a part of the
additional registration statement as of its Effective Time pursuant to Rule
430A(b), is hereinafter referred to as the "Additional Registration
Statement". The Initial Registration Statement and the Additional
Registration Statement are hereinafter referred to collectively as the
"Registration Statements" and individually as a "Registration Statement".
The form of prospectus relating to the U.S. Securities, as first filed with
the Commission pursuant to and in accordance with Rule 424(b) ("Rule
424(b)") under the Act or

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(if no such filing is required) as included in the Registration Statement,
is hereinafter referred to as the "U.S. Prospectus", and the form of
prospectus relating to the International Securities, which is identical to
the U.S. Prospectus except for the outside front cover page, the inside
front cover page, the outside back cover page and the text under the
captions "Underwriting" and "Subscription and Sale" in the prospectus
relating to the International Securities (copies of such pages and text
having been heretofore delivered to CSFBL on behalf of the Managers), is
hereinafter referred to as the "International Prospectus"; and the U.S.
Prospectus and the International Prospectus are hereinafter collectively
referred to as the "Prospectuses". No document has been or will be prepared
or distributed in reliance on Rule 434 under the Act;

(ii) If the Effective Time of the Initial Registration Statement is
prior to the execution and delivery of this Agreement: (i) on the
Effective Date of the Initial Registration Statement, the Initial
Registration Statement conformed in all material respects to the
requirements of the Act and the rules and regulations of the Commission
("Rules and Regulations") and did not include any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, (ii) on
the Effective Date of the Additional Registration Statement (if any), each
Registration Statement conformed, or will conform, in all material respects
to the requirements of the Act and the Rules and Regulations and did not
include, or will not include, any untrue statement of a material fact and
did not omit, or will not omit, to state any material fact required to be
stated therein or necessary to make the statements therein not misleading,
and (iii) on the date of this Agreement, the Initial Registration Statement
and, if the Effective Time of the Additional Registration Statement is
prior to the execution and delivery of this Agreement, the Additional
Registration Statement each conforms, and at the time of filing of the U.S.
Prospectus pursuant to Rule 424(b) or (if no such filing is required) at
the Effective Date of the Additional Registration Statement in which the
U.S. Prospectus is included, each Registration Statement and the U.S.
Prospectus will conform, in all material respects to the requirements of
the Act and the Rules and Regulations, and none of such documents, nor the
International Prospectus, includes, or will include, any untrue statement
of a material fact or omits, or will omit, to state any material fact
required to be stated therein or necessary to make the statements therein
not misleading. If the Effective Time of the Initial Registration Statement
is subsequent to the execution and delivery of this Agreement: on the
Effective Date of the Initial Registration Statement, the Initial
Registration Statement and the U.S. Prospectus will conform in all material
respects to the requirements of the Act and the Rules and Regulations, none
of such documents, nor the International Prospectus, will include any
untrue statement of a material fact or will omit to state any material fact
required to be stated therein or necessary to make the statements therein
not misleading, and no Additional Registration Statement has been or will
be filed. The two preceding sentences do not apply to statements in or
omissions from a Registration Statement or either of the Prospectuses based
upon written information furnished to the Company by any Underwriter
through the Representatives or by any Manager through CSFBL specifically
for use therein, it being understood and agreed that the only such
information is that described as such in Section 7(c) hereof;

(iii) The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the State of California,
with power and authority (corporate and other) to own its properties and
conduct its business as described in the Prospectuses; and the Company is
duly qualified to do business as a foreign corporation in good standing in
all other jurisdictions in which its ownership or lease of property or the
conduct of its business requires such qualification, except where the
failure to be so qualified would not be reasonably expected to have a
material adverse effect on the condition (financial or other), business,
properties or results of operations of

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the Company and the Subsidiaries (as defined below) taken as a whole or the
transactions contemplated by this Agreement and the Subscription Agreement
("Material Adverse Effect");

(iv) Each significant subsidiary, as defined in Regulation S-X
under the Act, of the Company, and Korn/Ferry International Futurestep,
Inc. (collectively, the "Subsidiaries"), has been duly incorporated and is
an existing corporation in good standing under the laws of the jurisdiction
of its incorporation, with power and authority (corporate and other) to own
its properties and conduct its business as described in the Prospectuses;
Korn/Ferry International Futurestep, Inc. is duly qualified to do business
as a foreign corporation in good standing in the State of California; and
each Subsidiary of the Company is duly qualified to do business as a
foreign corporation in good standing in all other jurisdictions in which
its ownership or lease of property or the conduct of its business requires
such qualification, except where the failure to be so qualified would not
be reasonably expected to have a Material Adverse Effect; all of the issued
and outstanding capital stock of each Subsidiary of the Company has been
duly authorized and validly issued and is fully paid and nonassessable; and
the capital stock of each Subsidiary owned by the Company, directly or
through the Subsidiaries, is owned free from liens, encumbrances and
defects;

(v) The Offered Securities and all other outstanding shares of
capital stock of the Company have been duly authorized; all outstanding
shares of capital stock of the Company are, and, when the Offered
Securities have been delivered and paid for in accordance with this
Agreement and the Subscription Agreement on each Closing Date (as defined
below), such Offered Securities will have been validly issued, fully paid
and nonassessable and will conform to the description thereof contained in
the Prospectuses; and the shareholders of the Company have no preemptive
rights with respect to the Securities;

(vi) Except as disclosed in the Prospectuses, there are no
contracts, agreements or understandings between the Company and any person
that would give rise to a valid claim against the Company or any
Underwriter or Manager for a brokerage commission, finder's fee or other
like payment in connection with this offering;

(vii) There are no contracts, agreements or understandings between
the Company and any person granting such person the right to require the
Company to file a registration statement under the Act with respect to any
securities of the Company owned or to be owned by such person or to require
the Company to include such securities in the securities registered
pursuant to a Registration Statement or in any securities being registered
pursuant to any other registration statement filed by the Company under the
Act;

(viii) The Offered Securities have been approved for listing on the
New York Stock Exchange subject to notice of issuance;

(ix) No consent, approval, authorization, or order of, or filing
with, any governmental agency or body or any court is required to be
obtained or made by the Company for the consummation of the transactions
contemplated by this Agreement in connection with the sale of the Offered
Securities, except such as have been obtained and made under the Act and
such as may be required under state securities laws;

(x) The execution, delivery and performance of this Agreement and
the Subscription Agreement and the issuance and sale of the Offered
Securities to be issued and sold by the Company will not result in a
material breach or violation of any of the terms and provisions of, or
constitute a default under, any statute, any rule, regulation or order of
any governmental agency or body or

4

any court, domestic or foreign, having jurisdiction over the Company or any
Subsidiary of the Company or any of their properties, or any agreement or
instrument to which the Company or any such Subsidiary is a party or by
which the Company or any such Subsidiary is bound or to which any of the
properties of the Company or any such Subsidiary is subject, or the charter
or by-laws of the Company or any such Subsidiary, and the Company has full
power and authority to authorize, issue and sell the Offered Securities as
contemplated by this Agreement and the Subscription Agreement,
respectively;

(xi) This Agreement and the Subscription Agreement have been duly
authorized, executed and delivered by the Company;

(xii) The Company owns no real properties. Except as disclosed in
the Prospectuses, the Company and the Subsidiaries have good and marketable
title to all properties and assets owned by them, in each case free from
liens, encumbrances and defects that would materially affect the value
thereof or materially interfere with the use made or to be made thereof by
them; and except as disclosed in the Prospectuses, the Company and the
Subsidiaries hold any leased real or personal property under valid and
enforceable leases with no exceptions that would materially interfere with
the use made or to be made thereof by them;

(xiii) The Company and the Subsidiaries possess all material
certificates, authorities or permits issued by appropriate governmental
agencies or bodies necessary to conduct the business now operated by them
and have not received any notice of proceedings relating to the absence,
revocation or modification of any such certificate, authority or permit
that, if determined adversely to the Company or any of the Subsidiaries,
would individually or in the aggregate be reasonably expected to have a
Material Adverse Effect;

(xiv) No labor dispute with the employees of the Company or any
Subsidiary exists or, to the knowledge of the Company, is imminent that
would reasonably be expected to have a Material Adverse Effect;

(xv) The Company and the Subsidiaries own, possess or can acquire
on reasonable terms all material trademarks, trade names and other rights
to inventions, know-how, patents, copyrights, confidential information and
other intellectual property (collectively, "intellectual property rights")
necessary to conduct the business now operated by them, or presently
employed by them, and have not received any notice of infringement of or
conflict with asserted rights of others with respect to any intellectual
property rights that, if determined adversely to the Company or any of the
Subsidiaries, would individually or in the aggregate be reasonably expected
to have a Material Adverse Effect;

(xvi) Except as disclosed in the Prospectuses, there are no pending
actions, suits or proceedings against or affecting the Company, any of the
Subsidiaries or any of their respective properties that, if determined
adversely to the Company or any of the Subsidiaries, would individually or
in the aggregate have a Material Adverse Effect, or would materially and
adversely affect the ability of the Company to perform its obligations
under this Agreement, or which are otherwise material in the context of the
sale of the Offered Securities; and no such actions, suits or proceedings
are, to the Company's knowledge, threatened or contemplated;

(xvii) The financial statements included in each Registration
Statement and the Prospectuses present fairly the financial position of the
Company and its consolidated Subsidiaries as of the dates shown and their
results of operations and cash flows for the periods shown, and such
financial

5

statements have been prepared in conformity with the generally accepted
accounting principles in the United States applied on a consistent basis;
and the assumptions used in preparing the pro forma financial statements
included in each Registration Statement and the Prospectuses provide a
reasonable basis for presenting the significant effects directly
attributable to the transactions or events described therein, the related
pro forma adjustments give appropriate effect to those assumptions, and the
pro forma columns therein reflect the proper application of those
adjustments to the corresponding historical financial statement amounts;

(xviii) Except as disclosed in the Prospectuses, since the date of
the latest audited financial statements included in the Prospectuses there
has been no material adverse change, nor any development or event involving
a prospective material adverse change, in the condition (financial or
other), business, properties or results of operations of the Company and
the Subsidiaries taken as a whole, and, except as disclosed in or
contemplated by the Prospectuses, there has been no dividend or
distribution of any kind declared, paid or made by the Company on any class
of its capital stock; and

(xix) The Company is not and, after giving effect to the offering
and sale of the Offered Securities and the application of the proceeds
thereof as described in the Prospectuses, will not be an "investment
company" as defined in the Investment Company Act of 1940.

(b) Each Selling Shareholder severally represents and warrants to, and
agrees with, the several Underwriters that:

(i) Such Selling Shareholder has and on the First Closing Date
hereinafter mentioned will have full right, capacity, power and authority
to enter into this Agreement, the Subscription Agreement and the Custody
Agreement and to sell, assign, transfer and deliver the Offered Securities
to be delivered by such Selling Shareholder on such Closing Date;

(ii) A Power of Attorney and a Custody Agreement have been duly
executed and delivered by such Selling Shareholder and each constitutes a
valid and binding agreement of such Selling Shareholder in accordance with
its terms;

(iii) Such Selling Shareholder is and on the First Closing Date
hereinafter mentioned will be the owner of the Offered Securities to be
delivered by or on behalf of such Selling Shareholder on such Closing Date,
and upon delivery in the State of New York of such Offered Securities to
the Underwriters and Managers, registration of certificates for the Offered
Securities in the names of or for the accounts of the Underwriters and
Managers, and payment therefor in accordance with the terms of this
Agreement and the Subscription Agreement, the Underwriters and Managers
will each become the owners of their respective percentages of such Offered
Securities, free of any "adverse claim" (as defined in the New York UCC),
assuming that the Underwriters or Managers do not have notice of any
adverse claim to the Offered Securities;

(iv) The execution, delivery and performance of the Custody
Agreement, this Agreement and the Subscription Agreement and the
consummation of the transactions therein and herein contemplated will not
result in a breach or violation of any of the terms and provisions of, or
constitute a default under any law, rule or regulation or order of any
governmental agency or body or any court having jurisdiction over such
Selling Shareholder or any of his properties, or any agreement or
instrument to which such Selling Shareholder is a party or by which such
Selling Shareholder is bound or to which any of the properties of such
Selling Shareholder is subject or, require any consent, approval or
authorization to be obtained or filing, registration or declaration

6

to be made by or on behalf of such Selling Shareholder which has not been
obtained or made, provided that no representation is made as to the Act or
state securities laws; and

(v) At the Effective Time of the Initial Registration Statement and
of any Additional Registration Statement, and on the date of this
Agreement, to the best knowledge of such Selling Stockholder without
independent investigation, each such Registration Statement, the U.S.
prospectus, and the International Prospectus did not, do not and will not
include any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading.

3. Purchase, Sale and Delivery of Offered Securities. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Company and each Selling Shareholder
agree, severally and not jointly, to sell to each Underwriter, and each
Underwriter agrees, severally and not jointly, to purchase from the Company and
each Selling Shareholder, at a purchase price of U.S.$________ per share, that
number of U.S. Firm Securities (rounded up or down, as determined by Credit
Suisse First Boston Corporation ("CSFBC") in its discretion, in order to avoid
fractions) obtained by multiplying _________ U.S. Firm Securities in the case of
the Company and the number of U.S. Firm Securities set forth opposite the name
of such Selling Shareholder in Schedule A hereto, in the case of a Selling
Shareholder, in each case by a fraction the numerator of which is the number of
U.S. Firm Securities set forth opposite the name of such Underwriter in Schedule
B hereto and the denominator of which is the total number of U.S. Firm
Securities.

Certificates in negotiable form for the Offered Securities to be sold by
the Selling Shareholders hereunder have been placed in custody, for delivery
under this Agreement, under Custody Agreements made with the Company, as
custodian ("Custodian"). Each Selling Shareholder agrees that the shares
represented by the certificates held in custody for the Selling Shareholders
under such Custody Agreements are subject to the interests of the Underwriters
hereunder, that the arrangements made by the Selling Shareholders for such
custody are to that extent irrevocable, and that the obligations of the Selling
Shareholders hereunder shall not be terminated by operation of law, whether by
the death of any individual Selling Shareholder or the occurrence of any other
event, or in the case of a trust, by the death of any trustee or trustees or the
termination of such trust. If any individual Selling Shareholder or any such
trustee or trustees should die, or if any other such event should occur, of if
any of such trusts should terminate, before the delivery of the Offered
Securities hereunder, certificates for such Offered Securities shall be
delivered by the Custodian in accordance with the terms and conditions of this
Agreement as if such death or other event of termination had not occurred,
regardless of whether or not the Custodian shall have received notice of such
death or other event or termination.

The Company and the Custodian will deliver the U.S. Firm Securities to the
Representatives for the accounts of the Underwriters, against payment of the
purchase price in Federal (same day) funds by official bank check or checks or
wire transfer to an account at a bank acceptable to CSFBC drawn to the order of
CSFBC at the office of Sullivan & Cromwell, 1888 Century Park East, Los Angeles,
California, at 7:00 A.M., California time, on _____________, or at such other
time not later than seven full business days thereafter as CSFBC and the Company
determine, such time being herein referred to as the "First Closing Date". For
purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First
Closing Date (if later than the otherwise applicable settlement date) shall be
the settlement date for payment of funds and delivery of securities for all the
Offered Securities sold pursuant to the U.S. Offering and the International
Offering. The certificates for the U.S. Firm Securities so to be delivered will
be in definitive form, in such denominations and registered in such names as
CSFBC requests and will be made available for checking and packaging at the
above office of Sullivan & Cromwell at least 24 hours prior to the First Closing
Date.

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In addition, upon written notice from CSFBC given to the Company from time
to time not more than 30 days subsequent to the date of the U.S. Prospectus, the
Underwriters may purchase all or less than all of the U.S. Optional Securities
at the purchase price per Security to be paid for the U.S. Firm Securities. The
Company agrees to sell to the Underwriters the number of U.S. Optional
Securities specified in such notice and the Underwriters agree, severally and
not jointly, to purchase such U.S. Optional Securities. The U.S. Optional
Securities to be purchased by the Underwriters on any Optional Closing Date
shall be in the same proportion to all the Optional Securities to be purchased
by the Underwriters and the Managers on such Optional Closing Date as the U.S.
Firm Securities bear to all the Firm Securities. Such U.S. Optional Securities
shall be purchased from the Company for the account of each Underwriter in the
same proportion as the number of U.S. Firm Securities set forth opposite such
Underwriter's name bears to the total number of U.S. Firm Securities (subject to
adjustment by CSFBC to eliminate fractions) and may be purchased by the
Underwriters only for the purpose of covering over-allotments made in connection
with the sale of the U.S. Firm Securities. No Optional Securities shall be sold
or delivered unless the U.S. Firm Securities and the International Firm
Securities previously have been, or simultaneously are, sold and delivered. The
right to purchase the Optional Securities or any portion thereof may be
exercised from time to time and to the extent not previously exercised may be
surrendered and terminated at any time upon notice by CSFBC on behalf of
Underwriters and the Managers to the Company.

Each time for the delivery of and payment for the U.S. Optional Securities,
being herein referred to as an "Optional Closing Date", which may be the First
Closing Date (the First Closing Date and each Optional Closing Date, if any,
being sometimes referred to as a "Closing Date"), shall be determined by CSFBC
but shall be not later than five full business days after written notice of
election to purchase Optional Securities is given. The Company will deliver the
U.S. Optional Securities being purchased on each Optional Closing Date to the
Representatives for the accounts of the several Underwriters, against payment of
the purchase price therefor in Federal (same day) funds by official bank check
or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to
the order of CSFBC, at the office of Sullivan & Cromwell. The certificates for
the U.S. Optional Securities being purchased on each Optional Closing Date will
be in definitive form, in such denominations and registered in such names as
CSFBC requests upon reasonable notice prior to such Optional Closing Date and
will be made available for checking and packaging at the office of CSFBC at a
reasonable time in advance of such Optional Closing Date.

4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Offered Securities for sale to the public as
set forth in the U.S. Prospectus.

5. Certain Agreements of the Company and the Selling Shareholders. The
Company agrees with the several Underwriters and the Selling Shareholders that:

(a) If the Effective Time of the Initial Registration Statement is
prior to the execution and delivery of this Agreement, the Company will
file with the Commission pursuant to and in accordance with subparagraph
(1) (or, if applicable and if consented to by CSFBC, subparagraph (4)) of
Rule 424(b) not later than the earlier of (A) the second business day
following the execution and delivery of this Agreement or (B) the fifteenth
business day after the Effective Date of the Initial Registration
Statement.

The Company will advise CSFBC promptly of any such filing pursuant to Rule
424(b). If the Effective Time of the Initial Registration Statement is
prior to the execution and delivery of this Agreement and an additional
registration statement is necessary to register a portion of the Offered
Securities under the Act but the Effective Time thereof has not occurred as
of such execution and delivery, the Company will file the additional
registration statement or, if filed, will file a post-effective amendment
thereto with the Commission pursuant to and in accordance with Rule 462(b)

8

on or prior to 10:00 P.M., New York time, on the date of this Agreement or,
if earlier, on or prior to the time the Prospectuses are printed and
distributed to any Underwriter or Manager, or will make such filing at such
later date as shall have been consented to by CSFBC.

(b) The Company will advise CSFBC promptly of any proposal to amend
or supplement the initial or any additional registration statement as filed
or the related prospectus or the Initial Registration Statement, the
Additional Registration Statement (if any) or either of the Prospectuses
and will not effect such amendment or supplementation without CSFBC's prior
consent; and the Company will also advise CSFBC promptly of the
effectiveness of each Registration Statement (if its Effective Time is
subsequent to the execution and delivery of this Agreement) and of any
amendment or supplementation of a Registration Statement or either of the
Prospectuses and of the institution by the Commission of any stop order
proceedings in respect of a Registration Statement and will use its best
efforts to prevent the issuance of any such stop order and to obtain as
soon as possible its lifting, if issued.

(c) If, at any time when a prospectus relating to the Offered
Securities is required to be delivered under the Act in connection with
sales by any Underwriter or dealer, any event occurs as a result of which
either of both of the Prospectuses as then amended or supplemented would
include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it is
necessary at any time to amend either or both of the Prospectuses to comply
with the Act, the Company will promptly notify CSFBC of such event and will
promptly prepare and, in the case of the U.S. Prospectus, file with the
Commission, at its own expense, an amendment or supplement which will
correct such statement or omission or an amendment which will effect such
compliance. Neither CSFBC's consent to, nor the Underwriters' delivery of,
any such amendment or supplement shall constitute a waiver of any of the
conditions set forth in Section 6.

(d) As soon as practicable, but not later than the Availability Date
(as defined below), the Company will make generally available to its
securityholders an earnings statement covering a period of at least 12
months beginning after the Effective Date of the Initial Registration
Statement (or, if later, the Effective Date of the Additional Registration
Statement) which will satisfy the provisions of Section 11(a) of the Act.
For the purpose of the preceding sentence, "Availability Date" means the
45th day after the end of the fourth fiscal quarter following the fiscal
quarter that includes such Effective Date, except that, if such fourth
fiscal quarter is the last quarter of the Company's fiscal year,
"Availability Date" means the 90th day after the end of such fourth fiscal
quarter.

(e) The Company will furnish to the Representatives copies of each
Registration Statement (one of which will be signed and will include all
exhibits), each preliminary prospectus relating to the U.S. Securities,
and, so long as a prospectus relating to the Offered Securities is required
to be delivered under the Act in connection with sales by any Underwriter
or dealer, the U.S. Prospectus and all amendments and supplements to such
documents, in each case in such quantities as CSFBC requests. The U.S.
Prospectus shall be so furnished on or prior to 3:00 P.M., New York time,
on the business day following the later of the execution and delivery of
this Agreement or the Effective Time of the Initial Registration Statement.
All other such documents shall be so furnished as soon as available. The
Company will pay the expenses of printing and distributing to the
Underwriters all such documents.

9

(f) The Company will arrange for the qualification of the Offered
Securities for sale under the laws of such jurisdictions in the United
States as CSFBC designates and will continue such qualifications in effect
so long as required for the distribution.

(g) During the period of five years hereafter, the Company will
furnish to the Representatives and, upon request, to each of the other
Underwriters, as soon as practicable after the end of each fiscal year, a
copy of its annual report to shareholders for such year; and the Company
will furnish to the Representatives (i) as soon as available, a copy of
each report and any definitive proxy statement of the Company filed with
the Commission under the Securities Exchange Act of 1934 or mailed to
shareholders, and (ii) from time to time, such other information concerning
the Company as CSFBC may reasonably request.

(h) For a period of 180 days after the date of the initial public
offering of the Offered Securities, the Company will not offer, sell,
contract to sell, pledge or otherwise dispose of, directly or indirectly,
or file with the Commission a registration statement under the Act relating
to, any additional shares of its Securities or securities convertible into
or exchangeable or exercisable for any shares of its Securities, or
publicly disclose the intention to make any such offer, sale, pledge,
disposition or filing, without the prior written consent of CSFBC, except
(i) grants of stock options pursuant to the terms of the Company's
Performance Award Plan, and issuances of Securities pursuant to the
exercise of such options or the exercise of any other employee stock
options outstanding on the date hereof, and (ii) offers, sales or issuances
of its Securities in connection with (a) acquisition transactions not
involving a public offering, (b) conversion of the Company's outstanding
phantom units and stock rights and (c) administration of the Company's
401(k) plan and the Company's equity participation programs and
supplemental equity participation programs.

(i) The Company agrees with the several Underwriters and the Selling
Shareholders that the Company will pay all expenses incident to the
performance of the obligations of the Company and the Selling Shareholders,
as the case may be, under this Agreement, and will reimburse the
Underwriters (if and to the extent incurred by them) for any filing fees
and other expenses (including fees and disbursements of counsel) incurred
by them in connection with qualification of the Offered Securities for sale
under the laws of such jurisdictions in the United States as CSFBC
designates and the printing of memoranda relating thereto, for the filing
fee incidental to, and the reasonable fees and disbursements of counsel to
the Underwriters in connection with, the review by the National Association
of Securities Dealers, Inc. of the Offered Securities, for any travel
expenses of the Company's officers and employees and any other expenses of
the Company in connection with attending or hosting meetings with
prospective purchasers of the Offered Securities, and for expenses incurred
in distributing preliminary prospectuses and the Prospectuses (including
any amendments and supplements thereto) to the Underwriters, provided that
each Selling Shareholder severally agrees to pay any transfer taxes on the
sale by such Selling Shareholder of Offered Securities to the Underwriters.

(j) Each Selling Shareholder agrees to deliver to CSFBC, attention:
Transactions Advisory Group, on or prior to the First Closing Date a
properly completed and executed United States Treasury Department Form W-9
(or other applicable form or statement specified by Treasury Department
regulations in lieu thereof).

(k) Each Selling Shareholder agrees, for a period of 180 days after
the date of the initial public offering of the Offered Securities, not to
offer, sell, contract to sell, pledge or otherwise dispose of, directly or
indirectly, any additional shares of the Securities of the Company or
securities convertible into or exchangeable or exercisable for any shares
of Securities, other than

10

to the Company, or publicly disclose the intention to make any such offer,
sale, pledge or disposition without the prior written consent of CSFBC.

6. Conditions of the Obligations of the Underwriters. The obligations of
the several Underwriters to purchase and pay for the U.S. Firm Securities on the
First Closing Date and the U.S. Optional Securities to be purchased on each
Optional Closing Date will be subject to the accuracy of the representations and
warranties on the part of the Company and the Selling Shareholders herein, to
the accuracy of the statements of Company officers made pursuant to the
provisions hereof, to the performance by the Company and the Selling
Shareholders of their obligations hereunder and to the following additional
conditions precedent:

(a) The Representatives shall have received a letter, dated the date
of delivery thereof (which, if the Effective Time of the Initial
Registration Statement is prior to the execution and delivery of this
Agreement, shall be on or prior to the date of this Agreement or, if the
Effective Time of the Initial Registration Statement is subsequent to the
execution and delivery of this Agreement, shall be prior to the filing of
the amendment or post-effective amendment to the registration statement to
be filed shortly prior to such Effective Time), of Arthur Andersen LLP,
confirming that they are independent public accountants within the meaning
of the Act and the applicable published Rules and Regulations thereunder
and stating to the effect that:

(i) in their opinion the financial statements and schedules
examined by them and included in the Registration Statements comply as
to form in all material respects with the applicable accounting
requirements of the Act and the related published Rules and
Regulations;

(ii) they have performed the procedures specified by the
American Institute of Certified Public Accountants for a review of
interim financial information as described in Statement of Auditing
Standards No. 71, Interim Financial Information, on the unaudited
financial statements included in the Registration Statements;

(iii) on the basis of a reading of the latest available interim
financial statements of the Company, inquiries of officials of the
Company who have responsibility for financial and accounting matters
and other specified procedures, nothing came to their attention that
caused them to believe that:

(A) the unaudited financial statements included in the
Registration Statements do not comply as to form in all material
respects with the applicable accounting requirements of the Act
and the related published Rules and Regulations or any material
modifications should be made to such unaudited financial
statements for them to be in conformity with generally accepted
accounting principles;

(B) at the date of the latest available balance sheet read
by such accountants, or at a subsequent specified date not more
than three business days prior to the date of this Agreement,
there was any change in the capital stock or any increase in
short-term indebtedness or long-term debt of the Company and the
Subsidiaries or, at the date of the latest available balance
sheet read by such accountants, there was any decrease in
consolidated net assets, as compared with amounts shown on the
latest balance sheet included the Prospectuses; or

11

(C) for the period from the closing date of the latest
income statement included in the Prospectuses to the closing date
of the latest available income statement read by such accountants
there were any decreases, as compared with the corresponding
period of the previous year, in net fee revenue, operating income
or in the total or per share amounts of consolidated net income;

except in all cases set forth in clauses (A) and (B) above for
changes, increases or decreases which the Prospectuses disclose have
occurred or may occur or which are described in such letter;

(iv) they have compared specified dollar amounts (or percentages
derived from such dollar amounts) and other financial information
contained in the Registration Statements (in each case to the extent
that such dollar amounts, percentages and other financial information
are derived from the general accounting records of the Company and the
Subsidiaries subject to the internal controls of the Company's
accounting system or are derived directly from such records by
analysis or computation) with the results obtained from inquiries, a
reading of such general accounting records and other procedures
specified in such letter and have found such dollar amounts,
percentages and other financial information to be in agreement with
such results, except as otherwise specified in such letter;

(v) in their opinion, the Company's presentation of
Management's Discussion and Analysis included in the Registration
Statements includes, in all material respects, the required elements
of the Rules and Regulations; the historical financial amounts
included therein have been accurately derived, in all material
respects, from the Company's financial statements; and the underlying
information, determinations, estimates and assumptions of the Company
provide a reasonable basis for the disclosures contained therein; and

(vi) nothing came to their attention as a result of the
procedures specified in their letter that caused them to believe that
the unaudited pro forma condensed consolidated financial statements
included in the Registration Statements do not comply as to form in
all material respects with the applicable accounting requirements of
rule 11-02 of Regulation S-X and that the pro forma adjustments have
not been properly applied to the historical amounts in the compilation
of those statements.

For purposes of this subsection, (i) if the Effective Time of the Initial
Registration Statement is subsequent to the execution and delivery of this
Agreement, "Registration Statements" shall mean the initial registration
statement as proposed to be amended by the amendment or post-effective
amendment to be filed shortly prior to its Effective Time, (ii) if the
Effective Time of the Initial Registration Statement is prior to the
execution and delivery of this Agreement but the Effective Time of the
Additional Registration Statement is subsequent to such execution and
delivery, "Registration Statements" shall mean the Initial Registration
Statement and the additional registration statement as proposed to be filed
or as proposed to be amended by the post-effective amendment to be filed
shortly prior to its Effective Time, and (iii) "Prospectuses" shall mean
the prospectus relating to the U.S. Securities included in the Registration
Statements and the corresponding form of prospectus relating to the
International Securities.

(b) If the Effective Time of the Initial Registration Statement is
not prior to the execution and delivery of this Agreement, such Effective
Time shall have occurred not later than 10:00 P.M., New York time, on the
date of this Agreement or such later date as shall have been consented to

12

by CSFBC. If the Effective Time of the Additional Registration Statement
(if any) is not prior to the execution and delivery of this Agreement, such
Effective Time shall have occurred not later than 10:00 P.M., New York
time, on the date of this Agreement or, if earlier, the time either
Prospectus are printed and distributed to any Underwriter or Manager, or
shall have occurred at such later date as shall have been consented to by
CSFBC. If the Effective Time of the Initial Registration Statement is prior
to the execution and delivery of this Agreement, the U.S. Prospectus shall
have been filed with the Commission in accordance with the Rules and
Regulations and Section 5(a) of this Agreement. Prior to such Closing Date,
no stop order suspending the effectiveness of a Registration Statement
shall have been issued and no proceedings for that purpose shall have been
instituted or, to the knowledge of any Selling Shareholder, the Company or
the Representatives, shall be contemplated by the Commission.

(c) Subsequent to the execution and delivery of this Agreement, there
shall not have occurred (i) any change, or any development or event
involving a prospective change, in the condition (financial or other),
business, properties or results of operations of the Company or the
Subsidiaries which, in the judgment of a majority in interest of the
Underwriters including the Representatives, is material and adverse and
makes it impractical or inadvisable to proceed with completion of the
public offering or the sale of and payment for the U.S. Securities; (ii)
any suspension or significant limitation of trading in securities generally
on the New York Stock Exchange, or any setting of minimum prices for
trading on such exchange, or any suspension of trading of any securities of
the Company on any exchange or in the over-the-counter market; (iii) any
banking moratorium declared by U.S. Federal or New York authorities; or
(iv) any outbreak or escalation of major hostilities in which the United
States is involved, any declaration of war by Congress or any other
substantial national or international calamity or emergency if, in the
judgment of a majority in interest of the Underwriters including the
Representatives, the effect of any such outbreak, escalation, declaration,
calamity or emergency makes it impractical or inadvisable to proceed with
completion of the public offering or the sale of and payment for the U.S.
Securities.

(d) The Representatives shall have received an opinion, dated such
Closing Date, of O'Melveny & Myers, L.L.P., counsel for the Company, to
the effect that:

(i) The Company has been duly incorporated and is validly
existing in good standing under the laws of the State of California,
with corporate power and corporate authority to own its properties and
conduct its business as described in the Prospectuses;

(ii) The Company has qualified as a foreign corporation to do
business in the states identified by the Company in an Officer's
Certificate, a copy of which will be delivered to the Representatives;

(iii) The outstanding shares of the Common Stock of the Company
have been duly authorized by all necessary corporate action on the
part of the Company and are validly issued, fully paid and
nonassessable; and the holders of the Common Stock of the Company are
not entitled to any preemptive right to subscribe to any additional
shares of the Common Stock of the Company under the Company's Articles
of Incorporation or Bylaws;

(iv) The Offered Securities delivered on such Closing Date have
been duly authorized by all necessary corporate action on the part of
the Company and, upon payment for and delivery of the Offered
Securities in accordance with this Agreement and the
13

Subscription Agreement and the countersigning of the certificate or
certificates representing the Offered Securities by a duly authorized
signatory of the registrar for the Common Stock of the Company, the
Offered Securities will be validly issued, fully paid and
nonassessable;

(v) No order, consent, permit or approval of any California or
Federal governmental authority is required on the part of the Company
for the execution and delivery by the Company of, or the issuance and
sale of the Offered Securities by the Company pursuant to the terms
of, this Agreement or the Subscription Agreement, except such as have
been obtained under the Act and such as may be required under
applicable Blue Sky or state securities laws;

(vi) The execution and delivery by the Company of, and the
issuance and sale of the Offered Securities by the Company pursuant
to the terms of, this Agreement and the Subscription Agreement, do not
violate any California or Federal statute, rule or regulation, except
that such counsel need express no opinion regarding any federal
securities laws or Blue Sky or state securities laws or Section 7 of
this Agreement or Section 7 of the Subscription Agreement;

(vii) The execution and delivery by the Company of, and the
issuance and sale of the Offered Securities by the Company pursuant
to the terms of, this Agreement and the Subscription Agreement, do not
(1) violate the Articles of Incorporation or Bylaws of the Company, or
(2) violate, breach, or result in a default under, any existing
obligation of or restriction on the Company under any other agreement
listed as an exhibit to the Registration Statement;

(viii) The execution and delivery by the Company of this
Agreement and the Subscription Agreement have been duly authorized by
all necessary corporate action on the part of the Company, and this
Agreement and the Subscription Agreement have been duly executed and
delivered by the Company;

(ix) The Initial Registration Statement and, if applicable, the
Additional Registration Statement have been declared effective under
the Act and, to such counsel's knowledge, no stop order suspending the
effectiveness of the Initial Registration Statement or, if applicable,
the Additional Registration Statement has been issued or threatened by
the Commission;

(x) The Initial Registration Statement and, if applicable, the
Additional Registration Statement, on their respective effective
dates, appeared on their face to comply in all material respects with
the requirements as to form for Registration Statements on Form S-1
under the Act and the Rules and Regulations in effect on the date of
effectiveness, except that such counsel need express no opinion
concerning the financial statements and other financial information
contained therein;

(xi) Such counsel does not know of any contract or other
document of a character required to be described in a Registration
Statement or the Prospectuses or to be filed as an exhibit to the
Initial Registration Statement or, if applicable, the Additional
Registration Statement which was not described and filed as required;
and

14

(xii) The statements in the Prospectuses under the caption
"Description of Capital Stock," insofar as they summarize provisions
of the Articles of Incorporation and Bylaws of the Company, fairly
present the information required by Form S-1.

Such counsel shall state that in connection with such counsel's
participation in conferences in connection with the preparation of the
Initial Registration Statement and, if applicable, the Additional
Registration Statement, and the Prospectuses, such counsel has not
independently verified the accuracy, completeness or fairness of the
statements contained therein, and the limitations inherent in the
examination made by such counsel and the knowledge available to such
counsel are such that such counsel is unable to assume, and does not
assume, any responsibility for such accuracy, completeness or fairness
(except as otherwise specifically stated in paragraph (xii) above).
However, such counsel shall state that on the basis of such counsel's
review and participation in conferences in connection with the preparation
of the Initial Registration Statement and, if applicable, the Additional
Registration Statement and the Prospectuses and relying on such counsel's
determination as to materiality to an extent upon opinions of officers and
other representatives of the Company, such counsel does not believe that
the Initial Registration Statement and, if applicable, the Additional
Registration Statement, as of their respective effective dates, contained
any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements
therein not misleading, and such counsel does not believe that the
Prospectuses on the date of such opinion, contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make
the statements therein, in light of the circumstances under which they were
made, not misleading; it being understood that such counsel need express no
opinion or belief as to the financial statements and other financial
information contained in the Initial Registration Statement, the Additional
Registration Statement, if any, or the Prospectuses.

(e) The Representatives shall have received an opinion, dated the
first Closing Date, of Latham & Watkins, special counsel for the Selling
Shareholders, to the effect that:

(i) Assuming that each Selling Shareholder (A) has the capacity,
power and authority, as applicable, to execute, deliver and perform
the Power of Attorney, the Custody Agreement and this Agreement, (B)
as applicable, has duly authorized the execution, delivery and
performance of the Power of Attorney, the Custody Agreement, and this
Agreement, (C) has duly executed and delivered the Power of Attorney
and the Custody Agreement, and (D) such execution, delivery and
performance of the Power of Attorney, the Custody Agreement, and this
Agreement do not violate any law, rule or regulation applicable to
such Selling Shareholder, and do not require any consent, approval or
authorization to be obtained or filing, registration or declaration to
be made by or on behalf of such Selling Shareholder which has not been
duly obtained or made, each of the Power of Attorney and Custody
Agreement is a legally valid and binding obligation of such Selling
Shareholder, enforceable in accordance with its terms, subject to (1)
bankruptcy, insolvency, reorganization, moratorium, or other similar
laws now or hereafter in effect relating to or affecting the rights
and remedies of creditors, (2) laws governing the enforceability of
agencies and obligations after death, (3) general principles of
equity, whether enforcement is considered in a proceeding in equity or
at law, and the discretion of a court before which any proceeding may
therefore be brought, and (4) the unenforceability under certain
circumstances under law or court decisions of provisions providing for
the indemnification of or contribution to a party with respect to a
liability where such indemnification or contribution is contrary to
public policy; and this Agreement

15

has been duly executed and delivered by [Attorney-in-Fact] on behalf
on the Selling Shareholders; and

(ii) Assuming that the representations of the Company herein and
of the Selling Shareholders as to their ownership of the Offered
Securities in Section 2(b) are correct, upon payment for such Offered
Securities in accordance with the terms of this Agreement, delivery of
such Offered Securities to DTC or its nominee ("DTC") in the State of
New York, registration of such Offered Securities in the name of DTC,
and registration of such Offered Securities to the account of the
Underwriters in the records of DTC, the Underwriters will become the
owners of such Offered Securities, free of any "adverse claim" (as
defined in Section 8-101(a)(1) of the New York UCC), assuming that the
Underwriters do not have notice of any adverse claim to such Offered
Securities.

In rendering such opinion, such counsel may assume that the
parties to this Agreement, the Power of Attorney and the Custody
Agreement are duly organized and existing, have requisite capacity,
power and authority to enter into and perform this Agreement, the
Power of Attorney and the Custody Agreement, and that this Agreement,
the Power of Attorney and the Custody Agreement have been duly
authorized, executed and delivered by such parties and constitute
their respective legally valid and binding obligations, and that such
execution, delivery and performance does not violate any law, rule or
regulation applicable to them or require any consent, approval or
authorization to be obtained or filing, registration or declaration to
be made by or on behalf of such persons which has not been obtained or
made.

(f) The Representatives shall have received from Sullivan & Cromwell,
counsel for the Underwriters, such opinion or opinions, dated such Closing
Date, with respect to the incorporation of the Company, the validity of the
Offered Securities delivered on such Closing Date, the Registration
Statements, the Prospectuses and other related matters as the
Representatives may require, and the Selling Shareholders and the Company
shall have furnished to such counsel such documents as they request for the
purpose of enabling them to pass upon such matters.

(g) The Representatives shall have received a certificate, dated such
Closing Date, of the President, a Vice Chair or any Vice President and the
Chief Financial Officer of the Company in which such officers, to the best
of their knowledge after reasonable investigation, shall state that: the
representations and warranties of the Company in this Agreement are true
and correct; the Company has complied in all material respects with all
agreements and satisfied all conditions on its part to be performed or
satisfied hereunder at or prior to such Closing Date; no stop order
suspending the effectiveness of any Registration Statement has been issued
and no proceedings for that purpose have been instituted or are
contemplated by the Commission; the Additional Registration Statement (if
any) satisfying the requirements of subparagraphs (1) and (3) of Rule
462(b) was filed pursuant to Rule 462(b), including payment of the
applicable filing fee in accordance with Rule 111(a) or (b) under the Act,
prior to the time either Prospectus was printed and distributed to any
Underwriter or Manager; and, subsequent to the date of the most recent
financial statements in the Prospectuses, there has been no material
adverse change, nor any development or event involving a prospective
material adverse change, in the condition (financial or other), business,
properties or results of operations of the Company and the Subsidiaries
taken as a whole except as set forth in or contemplated by the Prospectuses
or as described in such certificate.

16

(h) The Representatives shall have received a certificate, dated such
Closing Date, of each of the Selling Shareholders stating that the
representations and warranties of such Selling Shareholder in this
Agreement are true and correct and such Selling Shareholder has complied in
all material respects with all agreements and satisfied all conditions on
its part to be performed or satisfied hereunder at or prior to such Closing
Date.

(i) The Representatives shall have received a letter, dated such
Closing Date, of Arthur Andersen LLP, which meets the requirements of
subsection (a) of this Section, except that the specified date referred to
in such subsection will be a date not more than three business days prior
to such Closing Date for the purposes of this subsection.

(j) On such Closing Date, the Managers shall have purchased the
International Firm Securities or the International Optional Securities, as
the case may be, pursuant to the Subscription Agreement.

The Company and the Selling Shareholders will furnish the Representatives with
such conformed copies of such opinions, certificates, letters and documents as
the Representatives reasonably request. CSFBC may in its sole discretion waive
on behalf of the Underwriters compliance with any conditions to the obligations
of the Underwriters hereunder, whether in respect of an Optional Closing Date or
otherwise.

7. Indemnification and Contribution. (a) The Company will indemnify and
hold harmless each Underwriter against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any Registration Statement, either of the Prospectuses, or any amendment or
supplement thereto, or any related preliminary prospectus, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or
defending any such loss, claim, damage, liability or action as such expenses are
incurred; provided, however, that the Company will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement in or omission
or alleged omission from any of such documents in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
through the Representatives specifically for use therein, it being understood
and agreed that the only such information furnished by any Underwriter consists
of the information described as such in subsection (c) below; and provided,
further, that the indemnity agreement contained in this subsection (a) shall not
inure to the benefit of any Underwriter from whom the person asserting any such
losses, claims, damages or liabilities purchased the Offered Securities
concerned in respect of any preliminary prospectus, or any amendment or
supplement thereto, to the extent that both (i) the untrue statements or alleged
untrue statements or omissions or alleged omissions of material fact contained
in any preliminary prospectus or any amendment or supplement thereto were fully
corrected in the Prospectuses or any amendments or supplements thereto and (ii)
the fully corrected Prospectuses or amendments or supplements were required to
be delivered by such Underwriter under the Act in connection with such purchase,
were provided to such Underwriter by the Company prior to the time the written
confirmation of the sale of the Offered Securities to such purchaser was sent
and were not sent or given to such purchaser at or prior to the written
confirmation of the sale of Offered Securities to such person.

(b) The Selling Shareholders, severally and not jointly, will indemnify and
hold harmless each Underwriter against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or

17

actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in any Registration
Statement, either of the Prospectuses, or any amendment or supplement thereto,
or any related preliminary prospectus, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished by such Selling
Shareholder to the Company specifically for use therein and will reimburse each
Underwriter for any legal or other expenses reasonably incurred by such
Underwriter in connection with investigating or defending any such loss, claim,
damage, liability or action as such expenses are incurred; it being understood
and agreed that the only such information furnished by such shareholder consists
of his name, address, number of shares beneficially owned and number of shares
offered for sale. The indemnity agreement contained in this subsection (b) shall
not inure to the benefit of any Underwriter from whom the person asserting any
such losses, claims, damages or liabilities purchased the Offered Securities
concerned in respect of any preliminary prospectus, or any amendment or
supplement thereto, to the extent that both (i) the untrue statements or alleged
untrue statements or omissions or alleged omissions of material fact contained
in any preliminary prospectus or any amendment or supplement thereto were fully
corrected in the Prospectuses or any amendments or supplements thereto and (ii)
the fully corrected Prospectuses or amendments or supplements were required to
be delivered by such Underwriter under the Act in connection with such purchase,
were provided to such Underwriter by the Company prior to the time the written
confirmation of the sale of the Offered Securities to such purchaser was sent
and were not sent or given to such purchaser at or prior to the written
confirmation of the sale of Offered Securities to such person.

(c) Each Underwriter will severally and not jointly indemnify and hold
harmless the Company and each Selling Shareholder against any losses, claims,
damages or liabilities to which the Company or such Selling Shareholder may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in any Registration Statement, either of the Prospectuses, or any
amendment or supplement thereto, or any related preliminary prospectus, or arise
out of or are based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Company by such Underwriter through the Representatives
specifically for use therein, and will reimburse any legal or other expenses
reasonably incurred by the Company and each Selling Shareholder in connection
with investigating or defending any such loss, claim, damage, liability or
action as such expenses are incurred, it being understood and agreed that the
only such information furnished by any Underwriter consists of the following
information in the U.S. Prospectus furnished on behalf of each Underwriter: the
last paragraph at the bottom of the cover page concerning the terms of the
offering by the Underwriters, the legend concerning over-allotments and
stabilizing on the inside front cover page, the concession and reallowance
figures appearing in the fifth paragraph under the caption "Underwriting" and
the information contained in the seventeenth paragraph under the caption
"Underwriting".

(d) Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
subsection (a), (b) or (c) above, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under subsection (a), (b) or (c) above. In case any such action
is brought against any indemnified party and it notifies an indemnifying party
of the commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that

18

it may wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel satisfactory to such indemnified party
(who shall not, except with the consent of the indemnified party, be counsel to
the indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened action in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party unless such settlement includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter
of such action. No indemnified party shall, without the prior written consent of
the indemnifying party, which consent will not be unreasonably withheld, effect
any settlement of any pending or threatened action in respect of which any
indemnified party seeks indemnification pursuant to this Section.

(e) If the indemnification provided for in this Section is unavailable or
insufficient to hold harmless an indemnified party under subsection (a), (b) or
(c) above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities referred to in subsection (a), (b) or (c) above, but only in respect
of matters that such party would otherwise be entitled to indemnify pursuant to
such subsections, (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Selling Shareholders on the
one hand and the Underwriters on the other from the offering of the U.S.
Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company and the Selling Shareholders on the one hand and the
Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities as well as any other
relevant equitable considerations. The relative benefits received by the Company
and the Selling Shareholders on the one hand and the Underwriters on the other
shall be deemed to be in the same proportion as the total net proceeds from the
offering of the U.S. Securities (before deducting expenses) received by the
Company and the Selling Shareholders bear to the total underwriting discounts
and commissions received by the Underwriters. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company, the Selling
Shareholders or the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such untrue
statement or omission. The amount paid by an indemnified party as a result of
the losses, claims, damages or liabilities referred to in the first sentence of
this subsection (e) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any action or claim which is the subject of this subsection (e).
Notwithstanding the provisions of this subsection (e), no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the U.S. Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations in this subsection
(e) to contribute are several in proportion to their respective underwriting
obligations and not joint.

(f) The obligations of the Company and the Selling Shareholders under this
Section shall be in addition to any liability which the Company and the Selling
Shareholders may otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls any Underwriter within the
meaning of the Act; and the obligations of the Underwriters under this Section
shall be in addition to any liability which the respective Underwriters may
otherwise have and shall extend, upon the same terms and

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conditions, to each director of the Company, to each officer of the Company who
has signed a Registration Statement and to each person, if any, who controls the
Company within the meaning of the Act.

8. Default of Underwriters. If any Underwriter or Underwriters default in
their obligations to purchase U.S. Securities hereunder on either the First or
any Optional Closing Date and the aggregate number of shares of U.S. Securities
that such defaulting Underwriter or Underwriters agreed but failed to purchase
does not exceed 10% of the total number of shares of U.S. Securities that the
Underwriters are obligated to purchase on such Closing Date, CSFBC may make
arrangements satisfactory to the Company and the Selling Shareholders for the
purchase of such U.S. Securities by other persons, including any of the
Underwriters, but if no such arrangements are made by such Closing Date the non-
defaulting Underwriters shall be obligated severally, in proportion to their
respective commitments hereunder, to purchase the U.S. Securities that such
defaulting Underwriters agreed but failed to purchase on such Closing Date. If
any Underwriter or Underwriters so default and the aggregate number of shares of
U.S. Securities with respect to which such default or defaults occur exceeds 10%
of the total number of shares of U.S. Securities that the Underwriters are
obligated to purchase on such Closing Date and arrangements satisfactory to
CSFBC, the Company and the Selling Shareholders for the purchase of such U.S.
Securities by other persons are not made within 36 hours after such default,
this Agreement will terminate without liability on the part of any non-
defaulting Underwriter, the Company or the Selling Shareholders, except as
provided in Section 9 (provided that if such default occurs with respect to U.S.
Optional Securities after the First Closing Date, this Agreement will not
terminate as to the U.S. Firm Securities or any U.S. Optional Securities
purchased prior to such termination). As used in this Agreement, the term
"Underwriter" includes any person substituted for an Underwriter under this
Section. Nothing herein will relieve a defaulting Underwriter from liability for
its default.

9. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Company or its officers, of the Selling Shareholders and of the several
Underwriters set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation, or statement as to the
results thereof, made by or on behalf of the Company, any Selling Shareholder,
any Underwriter or any of their respective representatives, officers or
directors or any controlling person, and will survive delivery of and payment
for the U.S. Securities. If this Agreement is terminated pursuant to Section 8
or if for any reason the purchase of the U.S. Securities by the Underwriters is
not consummated, the Company shall remain responsible for the expenses to be
paid or reimbursed by them pursuant to Section 5 and the respective obligations
of the Company, the Selling Shareholders, and the Underwriters pursuant to
Section 7 shall remain in effect, and if any U.S. Securities have been purchased
hereunder the representations and warranties in Section 2 and all obligations
under Section 5 shall also remain in effect. If the purchase of the U.S.
Securities by the Underwriters is not consummated for any reason other than
solely because of the termination of this Agreement pursuant to Section 8 or the
occurrence of any event specified in clause (ii), (iii), or (iv) of Section
6(c), the Company will reimburse the Underwriters for all out-of-pocket expenses
(including fees and disbursements of counsel) reasonably incurred by them in
connection with the offering of the U.S. Securities.

10. Notices. All communications hereunder will be in writing and, if sent
to the Underwriters, will be mailed, delivered or telegraphed and confirmed to
the Representatives, c/o Credit Suisse First Boston Corporation, Eleven Madison
Avenue, New York, N.Y. 10010-3629, Attention: Investment Banking Department -
Transactions Advisory Group, or, if sent to the Company, will be mailed,
delivered or telegraphed and confirmed to it at 1800 Century Park East, Suite
900, Los Angeles, CA 90067, Attention: General Counsel, or, if sent to the
Selling Shareholders or any of them, will be mailed, delivered or telegraphed
and confirmed to [Attorney-in-Fact] at the Company, 1800 Century Park East,
Suite 900, Los Angeles, CA 90067; provided, however, that any notice to an
Underwriter pursuant to Section 7 will be mailed, delivered or telegraphed and
confirmed to such Underwriter.

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11. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective personal representatives and
successors and the officers and directors and controlling persons referred to in
Section 7, and no other person will have any right or obligation hereunder.

12. Representation. The Representatives will act for the several
Underwriters in connection with the transactions contemplated by this Agreement,
and any action under this Agreement taken by the Representatives jointly or by
CSFBC will be binding upon all the Underwriters. [Attorney-in-Fact] will act
for the Selling Shareholders in connection with such transactions, and any
action under or in respect of this Agreement taken by [Attorney-in-Fact] will be
binding upon the Selling Shareholders.

13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

14. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.

The Company hereby submits to the non-exclusive jurisdiction of the Federal
and state courts in the Borough of Manhattan in The City of New York in any suit
or proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby.

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If the foregoing is in accordance with the Representatives' understanding
of our agreement, kindly sign and return to the Company one of the counterparts
hereof, whereupon it will become a binding agreement among the Selling
Shareholders, the Company and the several Underwriters in accordance with its
terms.

Very truly yours,


SELLING SHAREHOLDERS (set forth in Schedule A)


By_____________________________________
Attorney-in-Fact


KORN/FERRY INTERNATIONAL


By_____________________________________
Elizabeth S.C.S. Murray
Executive Vice President and Chief
Financial Officer


By_____________________________________
Peter L. Dunn
Vice Chair and Corporate Secretary

The foregoing Underwriting Agreement
is hereby confirmed and accepted as
of the date first above written.

CREDIT SUISSE FIRST BOSTON CORPORATION
DONALDSON, LUFKIN & JENRETTE SECURITIES
CORPORATION
PAINEWEBBER INCORPORATED

Acting on behalf of themselves and
as the Representatives of the several
Underwriters.

By CREDIT SUISSE FIRST BOSTON CORPORATION

By______________________________________
[Insert title]

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