THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Heidrick & Struggles International, Inc. (HSII)

4/20/2006 Proxy Information

Mr. Roche has been Senior Chairman of Heidrick & Struggles International, Inc. since the merger of Heidrick & Struggles, Inc. into Heidrick & Struggles International, Inc. in 1999 (the merger) and acted as Chief Executive Officer from April 2003 until June 2003. He joined Heidrick & Struggles, Inc. in 1964.

4/14/2005 Proxy Information

Mr. Roche has been Senior Chairman of Heidrick & Struggles International, Inc. since the merger of Heidrick & Struggles, Inc. into Heidrick & Struggles International, Inc. in 1999 (the merger) and acted as Chief Executive Officer from April 2003 until June 2003. He joined Heidrick & Struggles, Inc. in 1964.

4/14/2004 Proxy Information

The Compensation Committee consists of three non-employee directors (Messrs. Knowling, Beattie and Yearley) and until May 21, 2003 consisted of Messrs. Knowling and Beattie and Ms. Carlene Ziegler. During 2003, no person who was a member of the Compensation Committee was one of our officers or employees, nor did any of our executive officers serve as a member of the Board of Directors or Compensation Committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee. From time to time, our Chief Executive Officer, certain other officers and outside consultants may attend meetings of the Compensation Committee but none of our officers may be present during discussions or deliberations regarding his or her own compensation nor may they vote on any matters brought before the Compensation Committee.

Pursuant to their respective employment agreements, we loaned on an interest free basis an aggregate of £1,317,350 ($1,915,822) to Mr. Marmion, our former Chief Executive Officer, on September 30, 2000 and June 30, 2001; $700,000 to Mr. Knox Millar, our former Chief Human Resources Officer, on July 3, 2001; and $250,000 to Mr. Kevin Smith, our former Chief Financial Officer, on April 19, 2002, respectively. Pursuant to Mr. Marmion’s separation agreement, we forgave the entire outstanding principal amount of his loan on June 30, 2003 upon his resignation. Pursuant to Mr. Millar’s employment agreement, we forgave the entire outstanding principal amount on June 30, 2003, upon his resignation. Pursuant to Mr. Smith’s separation agreement, we forgave the entire principal amount of his loan on March 31, 2004 upon his resignation.

The largest aggregate amounts of indebtedness outstanding under these loans during the 2003 fiscal year were £1,053,881 for Mr. Marmion, $350,000 for Mr. Millar and $250,000 for Mr. Smith. As of April 2, 2003 there were no balances outstanding on these loans.

Mr. Roche served as Chief Executive Officer of Heidrick & Struggles International, Inc. from April 2003 until June 2003.

4/21/2003 Proxy Information

In June 2000, we entered into a strategic alliance with Silicon Valley Internet Capital, LLC (“SVIC”), a San Francisco-based company in the business of creating and providing operating support for Internet infrastructure companies. As part of the alliance, we are the preferred global executive search firm for SVIC’s companies. Mr. Shaw, who until June 6, 2002 was one of our directors, owns approximately 12% of the equity of SVIC and is a member of the board of directors. Mr. Shaw is the Chief Executive Officer of ArcSight, Inc., a company in which SVIC has an equity interest.

Pursuant to their respective employment agreements, we loaned on an interest free basis an aggregate of £1,317,350 ($1,915,822) to Mr. Marmion on September 30, 2000 and June 30, 2001; $925,000 to Stephanie W. Abramson, our former Chief Legal Officer, Chief Corporate Development Officer and Secretary, on February 14, 2001; $700,000 to Mr. Knox Millar, our former Chief Human Resources Officer, on July 3, 2001 and $250,000 to Mr. Kevin Smith, our Chief Financial Officer, on April 19, 2002, respectively. The terms of the loans to Mr. Marmion and Mr. Smith are described under the sections entitled “Employment Agreements—Piers Marmion” and “Employment Agreements—Kevin J. Smith.” Pursuant to Ms. Abramson’s employment agreement, we forgave the entire principal amount of her loan in June 2002 upon her resignation. Pursuant to Mr. Millar’s employment agreement, we forgave $350,000 of the outstanding principal amount on June 30, 2002, and we will forgive the balance on June 30, 2003, if Mr. Millar is in our employ on that date. We will forgive the outstanding principal amount of the loan immediately if we terminate Mr. Millar’s employment without cause or if he resigns for “good reason.” He will repay the outstanding principal amount of the loan if we terminate his employment for cause or if he resigns other than for good reason.

The largest aggregate amounts of indebtedness outstanding under these loans during the 2002 fiscal year were £1,053,881 for Mr. Marmion, $925,000 for Ms. Abramson, $700,000 for Mr. Millar and $250,000 for Mr. Smith. The loan balances as of April 16, 2003 were £1,053,881 for Mr. Marmion, $350,000 for Mr. Millar and $166,667 for Mr. Smith.