Amended and Restated Compensation and Personnel Committee Charter

Purpose of Committee

The purpose of the Compensation and Personnel Committee of the Board of Directors is to discharge the Board’s responsibilities relating to compensation of the Company’s executives and to produce an annual report on executive compensation for inclusion in the Company’s proxy statement, in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Committee Membership

The Committee shall consist solely of three or more members of the Board, each of whom the Board has determined is “independent” under the rules of the New York Stock Exchange and two or more members of the Committee be “non-employee directors” as defined in Rule 16b-3 under the Securities Exchange Act of 1934.

Members shall be appointed by the Board based on nominations recommended by the Company’s Nominating and Corporate Governance Committee, and shall serve at the pleasure of the Board and for such term or terms as the Board may determine.  The Board shall appoint for membership to the Committee only those individuals which it believes in its judgment are qualified to perform the duties of the Committee as set forth in this charter.

Committee Structure and Operations

The Board shall designate one member of the Committee as its chairperson.  In the event of a tie vote on any issue, the chairperson’s vote shall decide the issue.  The Committee shall meet in person or telephonically as it deems necessary or appropriate and at a place determined by the Committee chairperson, with further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the Committee or its chairperson.

The Committee may invite such members of management to its meetings as it may deem desirable or appropriate, consistent with the maintenance of the confidentiality of compensation discussions.  The Company’s Chief Executive Officer (“CEO”) should not attend any meeting where the CEO’s performance or compensation are discussed, unless specifically invited by the Committee.

If one member of the Committee is absent from a meeting of the Committee, the remaining two members of the Committee, acting unanimously, shall have the power to take any action necessary or convenient to the efficient discharge of the foregoing responsibilities.  No action of the Committee shall be valid unless approved by at least two members of the Committee.  A minimum of two members of the Committee acting alone shall take all actions with respect to the issuance of stock or options to persons subject to Section 16 of the Exchange Act.

Committee Duties and Responsibilities

The following are the duties and responsibilities of the Committee:

1.       In consultation with senior management, establish and periodically review the general compensation policies applicable to the Company’s employees, and oversee the development and implementation of compensation programs.

2.       Review and approve the compensation and incentive programs applicable to the senior management and other employees of the Company whose compensation is substantially dependent on bonus payments, including the relationship of the Company’s performance to compensation and the bases for calculating such compensation.

3.       Review and approve the specific levels of compensation, including salaries, cash bonuses, other cash incentives, stock options, fees, benefits and prerequisites, of the Chair of the Board, the Chief Executive Officer, and the other executive officers  of the Company, and of other officers of the Company as may be requested by the Committee, and to report to the Board of Directors on actions taken and approvals given by the Committee with respect to such officers.

4.       Review and approve any proposed stock option grants to all persons designated by the Board as executive officers.

5.       Administer and make stock-based awards under the Company’s Performance Award Plan as in effect and as adopted or modified from time to time by the Board and any other plans providing for equity based compensation, provided that the full Board of Directors shall retain the authority to interpret and administer such plans, except to the extent of granting awards to executive officers.

6.       Review and advise the Board concerning the performance of the Chief Executive Officer of the Company and those other employees whose compensation is within the jurisdiction of the Committee.

7.       Review and advise the Board concerning (and, if deemed appropriate, retain consultants regarding) industry compensation practices and trends in order to assess the adequacy and competitiveness of the Company’s executive compensation programs.

8.       Prepare and deliver to the Board, at such time as the Board shall request, reports concerning the activities of the Committee and disclose the compensation policies applicable to the Company’s employees whose compensation programs are within the jurisdiction of the Committee and discuss the relationship of the Company’s performance to executive compensation and the bases for the compensation awarded during such period.

9.       Recommend from time to time, for adoption by the Board, stock option plans, stock appreciation rights plans, pension and profit sharing plans, bonus plans, deferred compensation plans and other similar programs, and modifications and amendments thereto, oversee the activities of the individuals and committees responsible for administering the plans and discharge any responsibilities imposed on the Committee by any of these plans.

10.   Take a lead role in working actively with senior management, review a succession plan for senior management, and report to the board the committee’s recommendations regarding succession.

11.   Review and approve corporate goals and objectives relevant to the compensation of the CEO, and, pursuant to paragraph (6) above, evaluate the performance of the CEO in light of those goals and objectives, and set the CEO’s compensation level based on this evaluation.  In determining the long-term incentive component of CEO compensation, the Committee shall consider, among other factors, the Company’s performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, the awards given to the CEO in past years and the provisions of the Company’s various compensation plans for executive officers.

12.   In consultation with management, oversee regulatory compliance with respect to compensation matters, including overseeing the Company’s policies on structuring compensation programs to preserve tax deductibility, and, as and when required, establishing performance goals and certifying that performance goals have been attained for purposes of Section 162(m) of the Internal Revenue Code.

13.   Review and approve any severance or similar termination payments proposed to be made to any current or former member of senior management of the Company.

14.   Prepare and issue the evaluations and reports required under “Committee Reports” below.

15.   Any other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to the Company’s compensation programs.

Delegation to Subcommittee

The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.  In particular, the Committee may delegate the approval of certain transactions to a subcommittee consisting solely of members of the Committee who are (i) “Non-Employee Directors” for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as in effect from time to time, and (ii) “outside directors” for the purposes of Section 162(m) of the Internal Revenue Code, as in effect from time to time.

Committee Reports

The Committee shall produce the following reports and provide them to the Board.

1.       An annual Report of the Compensation Committee on Executive Compensation for inclusion in the Company’s annual proxy statement in accordance with applicable SEC rules and regulations.

2.       An annual performance evaluation of the Committee, which evaluation must compare the performance of the Committee with the requirements of this charter.  The performance evaluation should also recommend to the Board any improvements to this charter deemed necessary or desirable by the Committee.  The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate.  The report to the Board may take the form of an oral report by the chairperson of the Committee or any other member of the Committee designated by the Committee to make this report.

3.       A summary of the actions taken at each Committee meeting, which shall be presented to the Board at the next Board meeting.

Resources and Authority of the Committee

The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management.  With respect to compensation consultants retained to assist in the evaluation of director, CEO or senior executive compensation, this authority shall be vested solely in the Committee. 

(June 7, 2004)

Executive Officers
Chief Executive Officer and Chairman of the Board                                                   Paul C. Reilly

Executive Vice President and Chief Executive Officer of
Korn/Ferry International Futurestep, Inc.                                                          Robert H. McNabb

Chief Operating Officer, Chief Financial Officer, and Executive Vice President     Gary D. Burnison

Executive Vice President and President of Global Leadership Development          Gary C. Hourihan