HALF ROBERT INTERNATIONAL INC /DE/, DEF 14A, 1996-03-13

HALF ROBERT INTERNATIONAL INC /DE/
DEF 14A, 1996-03-13
EMPLOYMENT AGENCIES

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<PAGE>
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

ROBERT HALF INTERNATIONAL INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

ROBERT HALF INTERNATIONAL INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
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<PAGE>
ROBERT HALF INTERNATIONAL INC.
2884 SAND HILL ROAD
MENLO PARK, CALIFORNIA 94025

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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

TO BE HELD
WEDNESDAY, MAY 1, 1996
9:00 A.M.

To the Stockholders:

The annual meeting of stockholders of ROBERT HALF INTERNATIONAL INC. (the
"Company") will be held at 9:00 a.m. on Wednesday, May 1, 1996 at The Westin
Hotel--San Francisco Airport, 1 Old Bayshore Highway, Millbrae, California,
94030. The meeting will be held for the following purposes:

1. To elect three directors.

2. To approve an amendment to the Outside Directors' Option Plan.

3. To approve amendments to the 1993 Incentive Plan.

4. To approve amendments to the Annual Performance Bonus Plan.

5. To transact such other business as may properly come before the meeting
or any adjournment of the meeting.

Only stockholders of record at the close of business on March 7, 1996 are
entitled to notice of, and to vote at, the meeting and any adjournment of the
meeting.

BY ORDER OF THE BOARD OF DIRECTORS
STEVEN KAREL
SECRETARY

Menlo Park, California
March 19, 1996

--IMPORTANT--
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POST-PAID ENVELOPE. IF
YOU ATTEND THE MEETING AND SO DESIRE, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN
PERSON.
THANK YOU FOR ACTING PROMPTLY.
<PAGE>
ROBERT HALF INTERNATIONAL INC.

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

PROXY STATEMENT
-------------------

INTRODUCTION

The enclosed proxy is solicited on behalf of the present Board of Directors
(sometimes referred to as the "Board") of Robert Half International Inc., a
Delaware corporation (the "Company"), the principal executive offices of which
are located at 2884 Sand Hill Road, Menlo Park, California 94025. The
approximate date on which this proxy statement and the enclosed proxy are being
mailed to the Company's stockholders is March 19, 1996. The proxy is solicited
for use at the annual meeting of stockholders (the "Meeting") to be held at 9:00
a.m. on Wednesday, May 1, 1996, at The Westin Hotel--San Francisco Airport, 1
Old Bayshore Highway, Millbrae, California, 94030. Only stockholders of record
on March 7, 1996 will be entitled to notice of, and to vote at, the Meeting and
any adjournment of the Meeting. Each share is entitled to one vote. At the close
of business on March 7, 1996 the Company had outstanding and entitled to vote
28,998,392 shares of its common stock, $.001 par value ("Common Stock").

A stockholder giving a proxy in the form accompanying this proxy statement
has the power to revoke the proxy prior to its exercise. A proxy can be revoked
by an instrument of revocation delivered prior to the Meeting to the Secretary
of the Company, by a duly executed proxy bearing a date later than the date of
the proxy being revoked, or at the Meeting if the stockholder is present and
elects to vote in person. Solicitation of proxies may be made by directors,
officers or employees of the Company by telephone or personal interview as well
as by mail. Costs of solicitation will be borne by the Company.

An automated system administered by the Company's transfer agent will
tabulate votes cast at the Meeting. Abstentions and broker non-votes are each
included in the determination of the number of shares present and voting, and
each is tabulated separately. Abstentions are counted in tabulations of the
votes cast on proposals presented to stockholders or with respect to election of
directors, whereas broker non-votes are not counted for purposes of determining
whether a proposal has been approved or a nominee has been elected.

In August 1994, the Company effected a two-for-one stock split in the form
of a stock dividend. All share and price per share amounts in this Proxy
Statement have been restated, as appropriate, to reflect the stock split.

NOMINATION AND ELECTION OF DIRECTORS

NOMINEES OF THE PRESENT BOARD OF DIRECTORS

The By-Laws of the Company provide for a Board of Directors consisting of
not less than six nor more than eleven directors. The size of the Board of
Directors is presently set at seven and there are no vacancies.

The Board of Directors is divided into three classes serving staggered three
year terms. Currently, there are two directors in Class III, whose terms expire
in 1998, two directors in Class I, whose terms expire in 1997, and three
directors in Class II, whose terms expire at the 1996 Annual Meeting. Each
Director holds office until the annual meeting in the year in which his term
expires and until his successor is elected and qualified.

The current members of Class II, whose terms expire at the Annual Meeting,
are Frederick A. Richman, Thomas J. Ryan and J. Stephen Schaub, all of whom are
nominees.

1
<PAGE>
Proxies cannot be voted for more than three persons. Directors are elected
by a plurality of the votes of the shares present in person or represented by
proxy at the Meeting. Proxies solicited by the Board will be voted "FOR" the
election of Messrs. Richman, Ryan and Schaub unless stockholders specify in
their proxies to the contrary. Although the Board does not expect any nominee to
become unavailable to serve as a director for any reason, should that occur
before the Meeting, proxies will be voted for the balance of those named and
such substitute nominee as may be selected by the Board.

The following table lists the name of each current member of the Board of
Directors, his age at January 31, 1996, the Class of which he is a member and
the period during which he has served as a director.

<TABLE>
<CAPTION>
CURRENT DIRECTOR
NAME AGE CLASS SINCE
- ----------------------------------------------------------------------------- ---- ------- -------------------
<S> <C> <C> <C>
Andrew S. Berwick, Jr. ...................................................... 62 I October 1981
Frederick P. Furth........................................................... 61 I July 1983
Edward W. Gibbons............................................................ 59 III November 1988
Harold M. Messmer, Jr. ...................................................... 49 III January 1982
Frederick A. Richman......................................................... 50 II March 1994
Thomas J. Ryan............................................................... 71 II February 1987
J. Stephen Schaub............................................................ 55 II March 1989
</TABLE>

Mr. Berwick has been President of Berwick-Pacific Corporation, a real estate
development company, for more than the past five years. He is Chairman Emeritus
of California Healthcare System.

Mr. Furth has been senior partner of the law firm of Furth, Fahrner & Mason
for more than the past five years. He is the Proprietor and Chairman of the
Board of Chalk Hill Winery and Chairman of the Board of the Furth Family
Foundation.

Mr. Gibbons has been a partner in Gibbons, Goodwin, van Amerongen, a private
merchant banking firm, since its founding in 1969. Mr. Gibbons is also currently
a director of Foodmaker, Inc.

Mr. Messmer has been Chairman of the Board since 1988, Chief Executive
Officer since 1987 and President since 1985. Mr. Messmer is a director of
Airborne Freight Corporation, First Interstate Bancorp, Health Care Property
Investors, Inc., Pacific Enterprises and Spieker Properties, Inc.

Mr. Richman is a senior tax partner of the law firm of O'Melveny & Myers, of
which he has been a member since 1978.

Mr. Ryan has been Chairman of the Board of Directors and Chief Executive
Officer of ISU International, a franchisor of independent insurance agents,
since 1979.

Mr. Schaub has been President and owner of J.S. Schaub & Co., Inc., a firm
engaged in investments and financial consulting, for more than the past five
years. Since 1984, he has also been Chief Financial Officer, part owner and a
director of Northwest Energy Services, Inc., a privately owned engineering firm
specializing in energy audits, installation and financing of energy conservation
measures.

THE BOARD AND COMMITTEES

The Board of Directors has standing Audit, Compensation and Executive
Committees. The Board currently has no standing nominating committee.

The Audit Committee, composed of Messrs. Berwick, Richman and Schaub, met
once during 1995. The function of the Audit Committee is to recommend to the
full Board of Directors the firm to be retained by the Company as its
independent auditors, to consult with the auditors with regard to the plan of
audit, the results of the audit and the audit report, and to confer with the
auditors with regard to the adequacy of internal accounting controls.

2
<PAGE>
The Compensation Committee, composed of Messrs. Furth, Berwick and Ryan, met
once during 1995 and acted once by unanimous written consent. The function of
the Compensation Committee is to establish compensation policies for the
Company's senior officers and to administer compensation plans in which
officers, directors and employees are eligible to participate.

The Executive Committee, composed of Messrs. Messmer, Furth and Gibbons, did
not meet during 1995. The Executive Committee has all of the powers of the Board
of Directors, with certain specific exceptions required by Delaware law.

The Board met four times during 1995. Each of the directors attended at
least 75% of the aggregate number of meetings of the Board and of the committees
of the Board on which he served that were held while he was a member thereof.

EXECUTIVE OFFICERS

The following table lists the name of each executive officer of the Company,
his or her age at January 31, 1996, and his or her current positions and offices
with the Company:

<TABLE>
<CAPTION>
NAME AGE OFFICE
- ----------------------------------- --- --------------------------------------------------
<S> <C> <C>
Harold M. Messmer, Jr. ............ 49 Chairman of the Board, President and Chief
Executive Officer
M. Keith Waddell................... 38 Senior Vice President, Chief Financial Officer and
Treasurer
Robert W. Glass.................... 37 Senior Vice President, Corporate Development
Steven Karel....................... 45 Vice President, Secretary and General Counsel
Barbara J. Forsberg................ 35 Vice President and Controller
Kirk E. Lundburg................... 36 Vice President, Administration
</TABLE>

Mr. Waddell has been Senior Vice President of the Company since 1993, Chief
Financial Officer of the Company since 1988 and Treasurer since 1987. From 1986,
when he joined the Company, until 1993, he served as Vice President.

Mr. Glass has been Senior Vice President, Corporate Development, since 1993.
He served as Vice President, Corporate Development from 1988 until 1993. From
1987 until 1988, he served as Vice President, Planning of the Company.

Mr. Karel has been Vice President and General Counsel of the Company since
1989 and Secretary since 1993.

Ms. Forsberg has been Vice President of the Company since 1993 and
Controller since 1990.

Mr. Lundburg has been Vice President, Administration of the Company since
1993. For more than five years prior to joining the Company he was an associate
with the law firm of Latham & Watkins.

The executive officers of the Company are also officers of the Company's
wholly owned subsidiaries.

All of the executive officers serve at the pleasure of the Board of
Directors. Mr. Messmer has an employment agreement with the Company to serve as
Chairman, President and Chief Executive Officer. In addition, severance
agreements have been entered into with certain executive officers. See the
discussion under "Compensation of Executive Officers" below.

There are no family relationships between any of the directors or executive
officers.

3
<PAGE>
BENEFICIAL STOCK OWNERSHIP

The following table sets forth information as of February 29, 1996
concerning beneficial ownership of Common Stock by (i) the only persons known to
the Company to be beneficial owners of 5% or more of the outstanding Common
Stock, (ii) each director, (iii) the five executive officers of the Company who
had the highest combination of salary and bonus during 1995, and (iv) all
executive officers and directors as a group. Included in share ownership are
shares that may be acquired upon the exercise of options that are currently
exercisable or become exercisable on or before May 31, 1996 ("Exercisable
Options").

<TABLE>
<CAPTION>
SHARES OF PERCENT
COMMON STOCK OF
BENEFICIALLY COMMON
NAME OF BENEFICIAL OWNER OWNED(A) STOCK
- -------------------------------------------------- --------------- --------
<S> <C> <C>
Putnam Investments, Inc. ......................... 3,931,699(b) 13.6%
One Post Office Square
Boston, MA 02109
FMR Corp. ........................................ 2,650,500(c) 9.1%
82 Devonshire Street
Boston, MA 02109
Andrew S. Berwick, Jr. ........................... 96,000(d) 0.3%
Frederick P. Furth................................ 885,100(e) 3.0%
Edward W. Gibbons................................. 265,945(f) 0.9%
Harold M. Messmer, Jr............................. 493,906(g) 1.7%
Frederick A. Richman.............................. 9,000(h) 0.0%
Thomas J. Ryan.................................... 81,106(d) 0.3%
J. Stephen Schaub................................. 968,040(i) 3.3%
M. Keith Waddell.................................. 167,726(j) 0.6%
Robert W. Glass................................... 117,294(k) 0.4%
Steven Karel...................................... 41,777(l) 0.1%
Barbara J. Forsberg............................... 31,985(m) 0.1%
All executive officers and directors as a group
(12 persons).................................... 3,175,820(n) 10.8%
</TABLE>

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(a) Named persons have sole voting and investment power, except as otherwise
indicated.

(b) Information is as of January 15, 1996, the latest date for which information
is available to the Company. According to a Schedule 13G filed by Putnam
Investments, Inc. these shares are held indirectly by Putnam Investments,
Inc. and its parent, Marsh & McLennan Companies, Inc. and directly by
various entities controlled by Putnam Investments, Inc., including Putnam
Investment Management, Inc. and The Putnam Advisory Company, Inc., all of
which own such shares in their capacities as investment advisers or
investment managers. According to the Schedule 13G, shared dispositive power
is held with respect to all of such shares and shared voting power is held
with respect to 276,135 of such shares.

(c) Information is as of January 10, 1996, the latest date for which information
is available to the Company. According to a Schedule 13G filed by FMR Corp.,
these shares are held indirectly by FMR Corp. and Edward C. Johnson 3d
(Chairman and a significant stockholder of FMR Corp.) and Abigail P. Johnson
(director and a significant stockholder of FMR Corp.) and directly by
various entities controlled by FMR Corp., including Fidelity Management &
Research Company, Fidelity Magellan Fund and Fidelity Management Trust
Company, all of which own such shares

4
<PAGE>
in their capacities as investment advisers, investment companies or
investment managers. According to the Schedule 13G, sole dispositive power
and shared voting power is held with respect to all of such shares.

(d) Includes 48,000 shares that may be acquired upon the exercise of Exercisable
Options.

(e) Includes 633,000 shares as to which Mr. Furth has voting power but not
dispositive power, 50,800 shares owned by the Furth Foundation, a charitable
foundation of which Mr. Furth is a director, as to which shares Mr. Furth
has shared voting and dispositive powers, and 48,000 shares that may be
acquired upon the exercise of Exercisable Options. Also includes 1,500
shares owned by Mr. Furth's wife, as to which shares he has sole voting and
dispositive power.

(f) Includes 28,000 shares that may be acquired upon the exercise of Exercisable
Options.

(g) Includes 202,922 shares that may be acquired upon the exercise of
Exercisable Options, 237,421 shares acquired pursuant to Company benefit
plans, as to which shares Mr. Messmer has sole voting power but as to which
disposition is restricted pursuant to the terms of such plans, 49,295 shares
as to which Mr. Messmer shares voting and dispositive power with his wife
and 3,000 shares held by Mr. Messmer as custodian for his children, as to
which shares Mr. Messmer has voting and dispositive power but disclaims
beneficial ownership.

(h) Includes 6,000 shares that may be acquired upon the exercise of Exercisable
Options.

(i) Includes 8,000 shares that may be acquired upon the exercise of Exercisable
Options, 24,454 shares owned by the John Jerome Schaub Trust, of which trust
Mr. Schaub is co-trustee and co-beneficiary, and 10,000 shares held by the
Schaub Foundation, as to which shares Mr. Schaub shares voting and
dispositive power but in which he has no pecuniary interest. Also includes
453,215 shares as to which Mr. Schaub has voting power and a right of first
refusal but in which he has no pecuniary interest.

(j) Includes 42,041 shares that may be acquired upon the exercise of
Exercisable Options, 100,591 shares acquired pursuant to Company benefit
plans, as to which shares Mr. Waddell has sole voting power but as to which
disposition is restricted pursuant to the terms of such plans and 25,094
shares as to which Mr. Waddell shares voting and dispositive power with his
wife.

(k) Includes 71,503 shares that may be acquired upon the exercise of Exercisable
Options, 37,561 shares acquired pursuant to Company benefit plans, as to
which shares Mr. Glass has sole voting power but as to which disposition is
restricted pursuant to the terms of such plans, and 7,650 shares as to which
Mr. Glass shares voting and dispositive power with his wife.

(l) Includes 16,638 shares that may be acquired upon the exercise of Exercisable
Options and 18,352 shares acquired pursuant to Company benefit plans, as to
which shares Mr. Karel has sole voting power but as to which disposition is
restricted pursuant to the terms of such plans.

(m) Includes 18,644 shares that may be acquired upon the exercise of Exercisable
Options and 11,725 shares acquired pursuant to Company benefit plans, as to
which shares Ms. Forsberg has sole voting power but as to which disposition
is restricted pursuant to the terms of such plans.

(n) In addition to the shares held by directors and executive officers described
in the table, as to which information is contained in the other notes to
this table, includes an aggregate of 17,941 shares held by one other
executive officer of the Company, including 7,930 shares that may be
acquired upon the exercise of Exercisable Options and 8,020 shares that were
acquired pursuant to Company benefit plans, as to which shares the officer
has sole voting power but as to which disposition is restricted pursuant to
the terms of such plans.

5
<PAGE>
COMPARATIVE PERFORMANCE GRAPH

Notwithstanding anything to the contrary set forth in any of the Company's
previous or future filings under the Securities Act of 1933 or the Securities
Exchange Act of 1934 that might incorporate by reference this Proxy Statement or
future filings with the Securities and Exchange Commission, in whole or in part,
the following Performance Graph shall not be deemed to be incorporated by
reference into any such filings.

The following graph compares, through December 31, 1995, the cumulative
return of the Company's Common Stock, an index of certain publicly traded
employment services companies, and the S&P 500. The graph assumes the investment
of $100 at the end of 1990 and reinvestment of all dividends. The information
presented in the graph was obtained by the Company from outside sources it
considers to be reliable but has not been independently verified by the Company.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
ROBERT HALF
INTERNATIONAL PEER GROUP INDEX(A)(B) S&P 500 INDEX
<S> <C> <C> <C>
1990 100.00 100.00 100.00
1991 123.30 122.82 130.47
1992 145.22 152.91 140.41
1993 287.70 166.88 154.56
1994 526.09 221.28 156.60
1995 917.91 255.34 215.45
</TABLE>

- ------------------------
(a) This index represents the cumulative total return of the Company and the
following corporations providing temporary or permanent employment services:
CDI Corp., Kelly Services, Inc., Manpower Inc., The Olsten Corporation and
Uniforce Temporary Personnel, Inc. Many of the Company's competitors are
privately-held, and none of the selected corporations specializes, as does
the Company, primarily in the temporary and permanent placement of
accounting, financial, tax and banking personnel. However, the selected
corporations, which for the most part are general employment agencies and
therefore not comparable to the Company, constitute the best approximation
of a peer group among public companies.

(b) In the Company's previous proxy statements, Adia Services, Inc. ("Adia") was
included in the Peer Group Index. Adia ceased to be publicly traded on
January 9, 1995, and has therefore been excluded from the Index. Its
exclusion caused an insignificant increase in the performance of the Peer
Group Index. (If Adia were included in the Index, the result would be a
decrease in the Index's performance of less than 5% in each of the indicated
years.)

6
<PAGE>
PROPOSAL TO AMEND THE OUTSIDE DIRECTORS' OPTION PLAN

The Company's Outside Directors' Option Plan ("Directors' Plan") provides
for the automatic annual grant of options for 4,000 or 5,000 shares, as
described below, to each outside director. At the 1996 Annual Meeting, the
stockholders will be asked to approve an amendment to the Directors' Plan that
extends the life of the plan indefinitely. THE AMENDMENT DOES NOT CHANGE THE
NUMBER OF OPTIONS GRANTED TO EACH OUTSIDE DIRECTOR OR THE METHOD OF PRICING SUCH
OPTIONS.

PROPOSED AMENDMENT

Currently Section 3 of the Directors' Plan limits the number of shares with
respect to which options may be granted to 200,000 shares. From the inception of
the Directors' Plan through the date of this Proxy Statement, options for a
total of 174,000 shares have been granted. Pursuant to the Directors' Plan,
options for an additional 24,000 shares will be granted on the date of the 1996
Annual Meeting of Stockholders. Accordingly, after the Annual Meeting, there
will be only 2,000 shares remaining in the Directors' Plan, which will be
insufficient to continue the plan.

Stockholders are being asked to approve an amendment to Section 3 of the
Directors' Plan that would cause Section 3 to read in its entirety as follows:

"The number of authorized but previously unissued shares of the Company's
Stock available for issuance hereunder shall equal the number of shares of
Stock with respect to which Options are granted pursuant to Section 5
hereof."

The effect of such amendment is to remove the 200,000 share limit on options
that may be granted under the Directors' Plan. The result of such amendment
would be to continue the plan indefinitely, with no change being made in the
amount of each outside director's annual option grant (4,000 shares for
continuing directors and 5,000 shares for new directors) or in the method of
pricing such option.

SUMMARY OF THE DIRECTORS' PLAN

The following description of the Directors' Plan is qualified in its
entirety by reference to the plan, which, in its amended form, is attached
hereto as Appendix A.

The Directors' Plan provides for the automatic granting of options to
outside directors (currently all directors other than Mr. Messmer) of the
Company on the day of each Annual Meeting of Stockholders. On such day, each
outside director will receive an option for the purchase of 4,000 shares.
However, if such individual has not previously been granted an option by the
Company, the grant will be for the purchase of 5,000 shares, rather than 4,000
shares. The exercise price for all options is 100% of the fair market value on
the date of grant. All options are for a term of ten years and will vest at the
rate of 25% per year for each of the first four years. However, all options vest
automatically and immediately upon the occurrence of a Change in Control (as
defined in the plan). No option may be exercised until at least six months after
its grant date. Unvested options terminate on the day that an individual ceases
to be a director. Vested options may be exercised for a limited period following
termination. As of March 11, 1996, the closing price of the Company's stock on
the New York Stock Exchange was $43.875 per share.

FEDERAL INCOME TAX CONSEQUENCES

The proposed amendment will have no effect upon the tax consequences to
recipients of grants or exercises under the Directors' Plan. The optionee will
recognize ordinary income when an option is exercised. The Company will be
entitled to a deduction equal to the amount of income recognized by the
optionee.

7
<PAGE>
REQUIRED VOTE

The affirmative vote of the holders of a majority of the outstanding shares
of Common Stock present in person or by proxy at the Meeting and entitled to
vote is required for approval of the proposal. The total vote cast on the
proposal also must equal or exceed at least 50% of the number of shares of
Common Stock outstanding on the Record Date.

BOARD RECOMMENDATION

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
THE PROPOSAL TO APPROVE THE AMENDMENT TO THE OUTSIDE DIRECTORS' OPTION PLAN.
PROXIES SOLICITED BY THE BOARD WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY A
CONTRARY CHOICE IN THEIR PROXIES.

PROPOSAL TO RATIFY AMENDMENTS TO THE 1993 INCENTIVE PLAN

The Company's 1993 Incentive Plan ("Incentive Plan"), originally adopted by
stockholders in 1993, provides for the discretionary grant of stock options and
restricted stock by the Compensation Committee to key employees. At the 1996
Annual Meeting of Stocholders, the stockholders will be asked to ratify two
amedments to the Incentive Plan. THE AMENDMENTS DO NOT INCREASE THE BENEFITS TO
ANY RECIPIENT OF GRANTS UNDER THE PLAN. RATHER, THEY LIMIT THE BENEFITS THAT MAY
BE GRANTED AND PERMIT THE COMPENSATION COMMITTEE TO PROVIDE THAT CERTAIN
BENEFITS GRANTED UNDER THE PLAN BE CONDITIONED ON POSITIVE FUTURE PERFORMANCE OF
THE COMPANY.

LIMITATION ON GRANTS TO ANY ONE INDIVIDUAL. As last approved by
stockholders, the Incentive Plan limited the amount of option grants that may be
made to any individual during any year but did not limit the amount of
restricted stock grants. Stockholders are being asked to ratify an amendment
that imposes an annual limit on restricted stock grants. The amendment inserts
the words "or Restricted Stock" in the last sentence of Section 4 of the
Incentive Plan (the sentence that contains the annual restriction on option
grants). For the text of such sentence, as amended, see Appendix B to this Proxy
Statement. The result of such amendment is that the aggregate of stock options
and restricted stock (rather than just stock options) granted to any individual
in any year may not exceed 319,872 shares.

ADDITION OF PERFORMANCE CONDITIONS. The Compensation Committee has amended
the Incentive Plan to provide that it may, in addition to imposing a time
vesting schedule on a restricted stock grant, also impose forfeiture conditions
relating to the Company's performance. Under these added performance conditions,
the amount of a restricted stock award made subject to such a performance
condition would be reduced if the Company's earnings per share for the first
nine months of the year following grant did not, on an annualized basis, equal
at least 90% of the target earnings per share goal set for the year by the
Compensation Committee. If such 90% level is not reached, 1% of the original
restricted stock award is forfeited for each 1% by which the annualized earnings
per share falls below 90% of the target. However, no reduction takes place if
the shares have previously vested by reason of death, disability or Change in
Control. No change has been made in the time vesting schedule imposed by the
Incentive Plan which remains applicable to all grants. Thus, the amendment
permits the Compensation Committee to make restricted stock awards subject to
both time vesting requirements and performance conditions, rather than just
vesting requirements. Stockholders are asked to ratify this amendment, the full
text of which is set forth as Section 6(h) of the Incentive Plan, which appears
as Appendix B to this Proxy Statement.

SUMMARY OF THE 1993 INCENTIVE PLAN

The following description of the Incentive Plan is qualified in its entirety
by reference to the plan, which, in its amended form, is attached hereto as
Appendix B.

The Incentive Plan provides for the issuance of stock options or restricted
stock to key employees of the Company that are selected by the Compensation
Committee of the Board of Directors. The maximum number of key employees
currently eligible to participate is approximately ten. The total number of
shares that may be issued or transferred under the Plan during any year is 1.5%
of the total issued and outstanding shares of the Company (excluding treasury
shares) on January 1 of that year.

8
<PAGE>
In accordance with such formula, grants for a total of 433,314 shares may be
made during 1996. Also, shares that are covered by grants that are forfeited or
otherwise surrendered without value during the year are eligible for future
grants and do not count against the annual limit. The Compensation Committee may
amend, alter, suspend or discontinue the Plan at any time without stockholder
approval, except as may be required by applicable law.

Recipients of restricted stock awards which consist of treasury shares do
not pay any cash consideration to the Company for the shares. Restricted stock
grants generally vest at the rate of 25% per year for each of the first four
years following the grant, although alternate vesting schedules may be
established by the Compensation Committee. Grants vest immediately and
automatically upon the occurrence of a Change in Control (as defined in the
plan). Unvested shares may not be sold or transferred by the holder and are
forfeited by the holder upon the termination of his employment, unless otherwise
determined by the Compensation Committee. The holder of a restricted stock award
does, however, have the right to vote all shares subject to such grant, and
receive all dividends with respect to such shares, whether or not the shares
have vested. (The Company does not currently pay dividends.)

No amendments are being proposed to the provisions of the Incentive Plan
pertaining to stock options.

FEDERAL INCOME TAX CONSEQUENCES

The amendments will have no effect upon the tax consequences to recipients
of awards made under the Incentive Plan. Nor will the amendments have any effect
upon the tax consequences to the Company of stock option grants under the
Incentive Plan or restricted stock grants not made subject to a performance
condition.

With respect to a restricted stock award granted after the meeting and made
subject to a performance condition, the holder will recognize ordinary income
when the award vests. The Company will be entitled to a deduction equal to the
amount of income recognized by the holder of such a restricted stock award
subject to a performance condition. However, if the amendments are not approved
by stockholders, deductibility by the Company with respect to such a restricted
stock award may be limited by Section 162(m) of the Internal Revenue Code.

REQUIRED VOTE

BOARD RECOMMENDATION

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
THE PROPOSAL TO RATIFY THE AMENDMENTS TO THE 1993 INCENTIVE PLAN. PROXIES
SOLICITED BY THE BOARD WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY A CONTRARY
CHOICE IN THEIR PROXIES.

9
<PAGE>
PROPOSAL TO APPROVE AMENDMENTS TO THE ANNUAL PERFORMANCE BONUS PLAN

The Company's Annual Performance Bonus Plan ("Performance Plan") provides
for the grant by the Compensation Committee of annual bonuses to key employees
that are conditioned upon the Company's performance. At the 1996 Annual Meeting
of Stockholders, the stockholders will be asked to approve certain amendments to
the Performance Plan.

AMENDMENTS

The Company's compensation philosophy over the last several years is to make
a greater percentage of each executive's annual compensation contingent on
company performance. One example of this is the recent addition of performance
conditions to restricted stock grants, as described above. Another example is
the changing allocation of cash compensation between base salary and
performance-based bonus under the Performance Plan. A much greater percentage of
executive cash compensation in 1995 was attributable to performance-based bonus
than was the case in 1993 when the Performance Plan was adopted. The
Compensation Committee views this as a positive development for stockholders, as
it more closely aligns the interests of executives with the interests of
stockholders by making a larger percentage of compensation contingent upon
Company performance. However, the Compensation Committee's ability to continue
this trend under the Performance Plan is restricted by its terms, which limit
bonuses thereunder to twice the highest bonus paid for 1993. The amendments
raise this upper limit to five times the highest bonus paid for 1995. THE
AMENDMENTS DO NOT INCREASE TARGET BONUSES UNDER THIS PLAN OR OBLIGATE THE
COMPENSATION COMMITTEE TO DO SO. THEY GIVE THE COMMITTEE MORE FLEXIBILITY IN
FASHIONING COMPENSATION ARRANGEMENTS UNDER THIS PLAN THAT LINK PAY TO
PERFORMANCE. Establishing bonuses would remain at the discretion of the
Compensation Committee.

Accordingly, stockholders are asked to approve amendments to the Performance
Plan, effective January 1, 1996, that substitute the clause "but in no event may
such amount be in excess of five times the highest bonus paid by the Company to
any Eligible Executive with respect to 1995, as reported by the Company in its
Proxy Statement for the 1996 Annual Meeting of Stockholders" for the clause "but
in no event may such amount be in excess of twice the highest bonus paid by the
Company to any Eligible Executive with respect to 1993, as reported by the
Company in its Proxy Statement for the 1994 Annual Meeting of Stockholders" each
of the three times such clause appears in the Performance Plan. Such clause
appears in the definitions of "Potential Year-End Bonus," "Preliminary Bonus"
and "Year-End Bonus" contained in Section 1 of the Performance Plan.

SUMMARY OF THE PERFORMANCE PLAN

The following description of the Performance Plan is qualified in its
entirety by reference to the plan, which, in its amended form, is attached
hereto as Appendix C.

The Performance Plan provides for the annual grant of cash bonuses to
elected executive officers and to such other senior executives as may be
designated from time to time by the Compensation Committee of the Board of
Directors. As of the date of this Proxy Statement, the Company had eight
participants in the Performance Plan. The Compensation Committee has the
authority to alter, amend or discontinue the Performance Plan at any time
without stockholder approval, except as may be required by applicable law. Each
year, the Compensation Committee will establish a target bonus for each
participating executive and a target earnings per share for the Company. If that
target earnings per share is actually achieved, each participating individual
will receive his or her target bonus. If the actual earnings per share varies
from the goal, the individual's bonus will also vary, in direct proportion to
the variance between actual earnings per share and target earnings per share.
However, no bonus will be paid if actual earnings are less than 50% of target
earnings.

FEDERAL INCOME TAX CONSEQUENCES

The amendments will have no effect upon the tax consequences to recipients
of performance bonuses paid under the Performance Plan. Subject to the approval
by the stockholders of the amendments described herein, the Company will be
entitled to a deduction equal to the amount of income recognized by the
receipient of a performance bonus. However, if the amendments are not approved
by

10
<PAGE>
stockholders, and the Compensation Committee implements alternative methods of
paying bonuses in lieu of the Performance Plan, the future deductibility by the
Company of any such other bonuses may be limited by Section 162(m) of the
Internal Revenue Code.

REQUIRED VOTE

BOARD RECOMMENDATION

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
THE PROPOSAL TO APPROVE THE AMENDMENTS TO THE ANNUAL PERFORMANCE BONUS PLAN.
PROXIES SOLICITED BY THE BOARD WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY A
CONTRARY CHOICE IN THEIR PROXIES.

COMPENSATION OF DIRECTORS

Each outside director receives an annual fee of $20,000 for services as a
director, $1,000 for each board meeting attended, and an annual fee of $3,000
for each committee on which he serves as a member. All directors receive
reimbursement for travel and other expenses directly related to activities as
directors.

Each outside director also receives an annual option grant under the Outside
Directors' Option Plan. A description of this plan appears above under the
heading "Proposal to Amend the Outside Directors' Option Plan." Each of the
outside directors (all directors other than Mr. Messmer) was, pursuant to the
terms of the plan, granted an option on May 11, 1995 (the date of the 1995
Annual Meeting of Stockholders) at an exercise price of $21.25 per share, the
fair market value on the date of grant. Each of such grants was for an option to
purchase 4,000 shares.

11
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS

The following tables provide information as to compensation for services of
the five executive officers of the Company who had the highest combination of
salary and bonus with respect to 1995.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
-----------------------------------------------------
ANNUAL SECURITIES
COMPENSATION RESTRICTED UNDERLYING
NAME AND ---------------------- STOCK STOCK ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS AWARDS OPTIONS COMPENSATION (C)
- ---------------------------- --------- ---------- ---------- --------------- ------------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
Harold M. Messmer, Jr....... 1995 $ 375,847 $ 646,687 $ 2,821,509(a) 106,043 shares $ 119,720
Chairman and Chief 1994 $ 364,900 $ 523,056 $ 2,453,061(b) 186,135 shares $ 114,501
Executive Officer 1993 $ 354,917 $ 398,571 $ 309,458 115,802 shares $ 94,331
M. Keith Waddell............ 1995 $ 200,000 $ 330,444 $ 1,295,072(a) 49,027 shares $ 94,794
Senior Vice President 1994 $ 190,000 $ 267,271 $ 912,032(b) 85,652 shares $ 53,250
1993 $ 179,583 $ 176,833 $ 155,407 66,270 shares $ 39,931
Robert W. Glass............. 1995 $ 145,000 $ 159,108 $ 408,747(a) 11,934 shares $ 54,266
Senior Vice President 1994 $ 140,000 $ 128,690 $ 359,588(b) 25,853 shares $ 31,493
1993 $ 129,583 $ 97,916 $ 73,993 33,030 shares $ 25,324
Steven Karel................ 1995 $ 135,000 $ 56,873 $ 337,810(a) 9,059 shares $ 33,115
Vice President 1994 $ 122,000 $ 42,256 $ 108,045(b) 11,115 shares $ 18,901
1993 $ 120,333 $ 32,151 $ 29,605 15,622 shares $ 16,377
Barbara J. Forsberg......... 1995 $ 110,000 $ 55,455 $ 203,625(a) 9,080 shares $ 25,935
Vice President 1994 $ 86,000 $ 38,114 $ 103,545(b) 8,300 shares $ 13,115
1993 $ 83,500 $ 23,250 $ 14,531 4,917 shares $ 10,925
</TABLE>

- --------------------------
(a) The amount reported reflects both 1994 and 1995 grants. The annual grants
made with respect to the 1994 year-end review of compensation were made
effective January 1995. Because the timing of the Compensation Committee's
1995 year-end review was moved to November 1995, the annual grants made in
connection with the 1995 year-end review of compensation were made in
November 1995. Thus, the 1995 entry in this column represents the grants
with respect to two years.

At December 31, 1995, Messrs. Messmer, Waddell, Glass and Karel and Ms.
Forsberg held an aggregate of 244,561, 109,196, 40,586, 20,512 and 13,100
shares of restricted stock, respectively, having a market value, on that
date of $10,240,991, $4,572,583, $1,699,539, $858,940 and $548,563,
respectively. All restricted stock awards vest automatically upon the
occurrence of a Change in Control. The executive officers have the right to
receive any dividends paid on restricted shares.

(b) In May 1994, the Compensation Committee made special grants of restricted
stock to Messrs. Messmer, Waddell, Glass and Karel and Ms. Forsberg of
100,000, 40,680, 16,140, 3,522 and 3,600 shares respectively, having market
values on the grant date of $1,750,000, $711,900, $282,450, $61,635 and
$63,000, respectively. Discussion regarding these grants appears under the
caption "Board Compensation Committee Report on Executive Compensation."
These grants vest at various times between December 31, 1996 and January 1,
1999.

The remainder of the amounts reported reflects the early 1994 grants of
restricted stock in connection with the 1993 year-end review of
compensation. These grants were of 55,142, 15,248, 6,050, 3,640 and 3,000
shares to Messrs. Messmer, Waddell, Glass and Karel and Ms. Forsberg,
respectively, and had market values on the grant date of $703,061, $200,132,
$77,138, $46,410 and $40,545, respectively. These grants vest at the rate of
25% per year in each of the first four years following grant.

(c) The amounts in this column relating to 1995 consist of (a) $8,514, $4,120
and $1,710 paid for life insurance for Messrs. Messmer, Waddell and Glass,
respectively, and (b) $111,206, $90,674, $52,556, $33,115 and $25,935
allocated in the Company's records for the benefit of Messrs. Messmer,
Waddell, Glass and Karel and Ms. Forsberg, respectively, pursuant to defined
contribution plans that pay the benefits allocated thereunder only upon the
executive officer's retirement, death or termination of employment.

12
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------
% OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO GRANT
UNDERLYING EMPLOYEES EXERCISE DATE
OPTIONS IN FISCAL OR BASE EXPIRATION PRESENT
NAME GRANTED(A) YEAR PRICE DATE VALUE(B)
- --------------------------------------------- ----------- ----------- --------- ---------- -----------------
<S> <C> <C> <C> <C> <C>
Harold M. Messmer, Jr........................ 4,463(c) 0.7% $ 23.25 1/3/05 $ 56,499(d)
95,652(e) 14.4% $ 36.375 11/3/05 $ 1,757,957(f)
5,928(g) 0.9% $ 41.875 12/29/05 $ 123,643(h)
M. Keith Waddell............................. 2,049(c) 0.3% $ 23.25 1/3/05 $ 25,940(d)
43,904(e) 6.6% $ 36.375 11/3/05 $ 806,900(f)
3,074(g) 0.5% $ 41.875 12/29/05 $ 64,107(h)
Robert W. Glass.............................. 428(c) 0.1% $ 23.25 1/3/05 $ 5,420(d)
9,745(e) 1.5% $ 36.375 11/3/05 $ 179,097(f)
1,761(g) 0.3% $ 41.875 12/29/05 $ 36,730(h)
Steven Karel................................. 355(c) 0.1% $ 23.25 1/3/05 $ 4,490(d)
7,601(e) 1.1% $ 36.375 11/3/05 $ 139,694(f)
1,103(g) 0.2% $ 41.875 12/29/05 $ 22,995(h)
Barbara J. Forsberg.......................... 161(c) 0.0% $ 23.25 1/3/05 $ 2,045(d)
8,000(e) 1.2% $ 36.375 11/3/05 $ 147,022(f)
919(g) 0.1% $ 41.875 12/29/05 $ 19,178(h)
<FN>
- ------------------------
(a) All grants entitle the holder to satisfy tax withholding obligations
resulting from exercise by reduction in the number of shares otherwise
deliverable. In addition to the specified vesting schedule, (i) the options
granted to Messrs. Messmer, Waddell, Glass and Karel may vest upon
termination of employment under certain circumstances pursuant to their
respective severance agreements described below, (ii) all grants vest
automatically upon death, disability or the occurrence of a change in
control and (iii) all grants are subject to accelerated vesting at the
discretion of the Compensation Committee.
(b) Calculated in accordance with the Binomial Model for estimating the value
of stock options, which estimates the present value of an option based upon
assumptions as to future variables such as interest rate and stock price
volatility. The Binomial calculations assumed an expected volatility of
between 32.07% and 33.43%, depending upon the grant date, an interest rate
of between 5.58% and 7.88%, depending on the grant date, no dividends, a 3%
annual reduction during the first four years (when the option is not fully
vested) to reflect risk of forfeiture and the indicated expiration date.
The actual value, if any, realized on the exercise of an option will depend
on the excess of the fair market value of the stock over the exercise price
on the date the option is exercised, and may be substantially different
from the value estimated by the Binomial Model.
(c) This grant vests in four equal annual installments on each of December 30,
1995, December 30, 1996, December 30, 1997 and December 30, 1998.
(d) In order for the assumed values to be realized, the total market value of
all outstanding shares of the Company's Common Stock would have to increase
by approximately $356,449,000 from its value on the grant date.
(e) Vests in four equal annual installments on each of the first four
anniversaries of the grant date.
(f) In order for the assumed values to be realized, the total market value of
all outstanding shares of the Company's Common Stock would have to increase
by approximately $529,025,000 from its value on the grant date.
</TABLE>

13
<PAGE>
<TABLE>
<S> <C>
(g) Vests in four equal annual installments on each of December 31, 1996,
December 31, 1997, December 31, 1998 and December 31, 1999.
(h) In order for the assumed values to be realized, the total market value of
all outstanding shares of the Company's Common Stock would have to increase
by approximately $602,737,000 from its value on the grant date.
</TABLE>

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS OPTIONS
ACQUIRED AT FISCAL YEAR-END AT FISCAL YEAR-END
ON VALUE -------------------------- ----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------- --------- ------------- ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Harold M. Messmer, Jr........ 122,000 $ 3,867,163 181,130 339,224 $ 5,814,002 $ 6,371,387
M. Keith Waddell............. 85,000 $ 2,576,911 30,113 157,598 $ 769,412 $ 2,995,724
Robert W. Glass.............. 30,000 $ 678,750 66,089 52,656 $ 2,290,435 $ 1,129,651
Steven Karel................. 0 0 29,129 26,415 $ 988,607 $ 494,071
Barbara J. Forsberg.......... 0 0 17,894 20,488 $ 610,551 $ 336,742
</TABLE>

Harold M. Messmer, Jr., Chairman of the Board, President and Chief Executive
Officer, has an employment agreement with the Company terminating December 31,
1999. Under the terms of the employment agreement, Mr. Messmer will receive a
base annual salary of not less than $387,122 and will receive certain other
benefits, including life insurance and tax planning. In the event the employment
of Mr. Messmer is terminated involuntarily other than for cause, or voluntarily
within thirty (30) days following a change in control of the Company, he is
entitled to receive severance compensation. The amount of such severance
compensation shall be, at Mr. Messmer's election, either (i) his base salary, at
the rate in effect on the date of termination, plus an equal amount annually in
lieu of a bonus, through the stated expiration date of his agreement, or (ii)
the present value of such payments. Any severance payments under the agreement
are subject to the limitation that Mr. Messmer will not receive any amount that,
without regard to compensation received in respect of stock options and other
rights granted to such executive officer, would not be deductible by the Company
under applicable provisions of the Internal Revenue Code. If Mr. Messmer's
employment is terminated by reason of death or disability, he or his estate will
receive only 75% of his base salary through the termination date of the
agreement and will not receive any amount in lieu of bonus. The employment
agreement provides for automatic renewal for an additional year on each December
31.

Severance agreements, which were recommended in 1989 by an outside
compensation consulting firm, have been entered into with Messrs. Messmer,
Waddell, Glass and Karel. Each severance agreement provides that the employee
will be paid between six and 24 months base salary (depending upon length of
service) if his employment is terminated without cause, as defined in the
agreement. The terminated employee will also receive a pro rata share of any
bonus he would otherwise have received pursuant to any bonus plan if his
employment had not been terminated, such amount to be paid when bonuses are
generally paid pursuant to the plan. (Notwithstanding the foregoing, no
individual shall receive salary and bonus payments under both this agreement and
any other agreement. Instead, only the greater of such benefits provided by
either agreement shall be paid.) On the termination date, any unvested stock or
options would become fully vested, as would any amounts accrued for the
employee's benefit under the Deferred Compensation Plan (a defined contribution
plan that pays benefits only upon retirement, death or other termination of
employment).

The Company had in effect a key executive retirement plan, which was
terminated in 1987. Participants in the plan prior to its termination will
continue to receive benefits thereunder. The only current employee participating
in the plan is Mr. Messmer. Under Mr. Messmer's retirement agreement, as
amended, if Mr. Messmer's employment is terminated (whether voluntarily or
involuntarily) for any reason, he is to receive monthly benefits commencing the
month following the date of his

14
<PAGE>
employment termination. Monthly benefit payments are a specified percentage,
depending upon his age at retirement, (the "Retirement Percentage") of the sum
of $2,500 plus 1/12 of Mr. Messmer's highest combination of Salary and Bonus (as
such terms are defined in his retirement agreement) with respect to any of the
five calendar years prior to the date his employment with the Company
terminates. For purposes of the retirement agreement, Salary is defined as the
greater of (a) actual cash base salary paid during the year or (b) the amount
calculated by increasing $345,000 annually on each May 31 (commencing May 31,
1992) on a compound basis by the annual percentage increase in the Consumer
Price Index (but not by more than 10% or less than 4%) through the date of
retirement. Bonus is defined as cash bonus or amounts paid in lieu of cash
bonus. The Retirement Percentage (which was established at its current levels on
the recommendation of an outside compensation consulting firm) is 30% if Mr.
Messmer retires at age 50, and increases by 3% for each year Mr. Messmer delays
his retirement beyond age 50, to a maximum of 66% if Mr. Messmer retires at or
after age 62. Notwithstanding the foregoing, the Retirement Percentage is 66% if
a Change in Control (as defined in the plan) occurs prior to Mr. Messmer's
retirement. Such monthly benefits will be increased annually thereafter by the
increase in the consumer price index, but not more than 7 1/2%, and are to be
paid until his death. For the first 15 years of his retirement, Mr. Messmer will
also receive a supplemental monthly benefit that varies depending upon his
retirement age, which benefit will be $6,241 per month if he retires at age 50,
and increases by 8%, compounded, for each year he delays his retirement beyond
age 50 through, but not beyond, age 62. The retirement agreement also provides
that if Mr. Messmer dies before his employment is otherwise terminated or after
his employment terminates but before receiving 180 monthly retirement payments,
such payments are to be made to his designated beneficiary beginning the month
following his death until an aggregate of 180 monthly retirement payments have
been made. If his designated beneficiary is his wife, after the payment for the
180th month has been made, she will continue to receive monthly payments until
her death of half the amount he would have received. Pursuant to the retirement
agreement, the Company will periodically fund an irrevocable grantor trust as
necessary to provide for its obligations under the retirement agreement and, on
Mr. Messmer's request subsequent to January 1, 1999, but not more than once in
any three year period, purchase annuities to cover any then unfunded portions of
the Company's obligations to him pursuant to the retirement agreement. Upon Mr.
Messmer's termination of employment, the Company will satisfy its obligations
under his retirement agreement that have not been satisfied by the purchase of
such annuities subsequent to January 1, 1999, by delivering to Mr. Messmer an
annuity or, at his request, a lump sum cash payment.

15
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
AND CERTAIN TRANSACTIONS

The Compensation Committee is composed of Frederick P. Furth, Andrew S.
Berwick, Jr., and Thomas J. Ryan.

ISU Insurance Services of San Francisco has acted as broker and paying agent
for the Company with respect to certain of the Company's insurance policies.
Total payments received by ISU Insurance Services of San Francisco for these
services (net of amounts paid to ISU Insurance Services and remitted to the
insurance carriers) aggregated approximately $250,000 in 1995 and are expected
to aggregate a similar amount in 1996. Mr. Ryan is Chairman of ISU Insurance
Services of San Francisco, the stock of which is owned by members of Mr. Ryan's
family. ISU Insurance Services of San Francisco is a franchisee of ISU
International, a corporation of which Mr. Ryan is Chairman of the Board and
Chief Executive Officer and a majority of whose stock is owned by Mr. Ryan.

As part of a June 1987 restructuring, all of the common stock of BF
Enterprises, Inc. (then a wholly owned subsidiary of the Company) was
distributed as a dividend to the Company's stockholders. In connection with the
restructuring, BF Enterprises assumed the obligation for certain subordinated
debentures issued by a predecessor of the Company, although the Company remains
contingently liable for these debentures. As part of the June 1987 restructuring
and in connection with its assumption of the obligation for such subordinated
debentures, BF Enterprises agreed to pledge to the Company collateral
(consisting of real estate, marketable securities and bank letters of credit) if
the net worth of BF Enterprises falls below certain minimum levels. At December
31, 1995, approximately $2.2 million of these subordinated debentures remained
outstanding. The Company has been advised by BF Enterprises that letters of
credit have been furnished by BF Enterprises to the trustee of the subordinated
debentures with respect to approximately $2.1 million of such amount. Mr. Furth
owns approximately 18% of the outstanding common stock of BF Enterprises. In
addition, Mr. Schaub, who is not a member of the Compensation Committee, owns
approximately 5% of the outstanding common stock of BF Enterprises.

Frederick A. Richman, a nominee for director, is a partner in the law firm
of O'Melveny & Myers, which has performed legal services for the Company from
time to time. Amounts paid by the Company to O'Melveny & Myers have not been
material.

16
<PAGE>
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Notwithstanding anything to the contrary set forth in any of the Company's
previous or future filings under the Securities Act of 1933 or the Securities
Exchange Act of 1934 that might incorporate by reference this Proxy Statement or
future filings with the Securities and Exchange Commission, in whole or in part,
the following report shall not be deemed to be incorporated by reference into
any such filings.

The Compensation Committee, after consultation with and upon the
recommendation of an outside compensation consulting firm, developed the
philosophy statement set forth below, which it has followed in every year since
1989, when it was first adopted:

"Compensation policies and practices, and other related programs, will be
developed and designed in line with the following statement of compensation
philosophy:

The overriding objective of the Company's compensation and benefit program
is to attract, retain and reward talented employees through programs that
also align with and support the Company's goals and strategies.

A competitive compensation package will be provided for all positions:

- Positions that participate in short-term incentive plans because of their
significant impact on short-term performance will have salaries that are
set at the 50th percentile. Additional short-term incentive pay will allow
total annual pay at the 75th percentile if target performance is achieved.

- Key executives with significant impact on the long-term performance of the
Company will also participate in long-term incentive plans (stock and/or
cash plans) that will result in total target pay at the 90th percentile if
short- and long-term performance targets are achieved.

Survey data reflective of relevant labor markets will be used to determine
actual pay levels that are consistent with desired competitive levels. In
addition to external pay data, internal relationships among positions and
differences in impact and importance of positions will influence pay. All
compensation programs will incorporate "pay for performance" concepts by
allowing pay of individual employees to vary according to individual, unit
and company performance:

- Performance planning and appraisal systems, together with incentive
programs where appropriate, will direct and reward effort and performance
of employees."

The Committee believes that setting compensation at levels designed to
attract and retain key individuals is critical to the success of a personnel
services business in which there are few tangible assets and in which people
represent the true "assets" of the Company. The Committee is also mindful of the
fact that the Company's industry is fractured with a myriad of private firms
owned by entrepreneurial individuals representing the Company's most effective
competition in many markets. Successful competitors generate large financial
rewards to the owners as the Company knows from its many acquisitions of such
firms over the years. It is imperative that the Company's compensation program
provide significant cash and equity incentives to its key managers so as to
compete with both public and private companies for this talent and the Committee
believes the Company's compensation program achieves this result. Annual base
salaries, bonuses, restricted stock and stock option awards are all designed to
achieve the above-specified goals. Generally, annual bonus awards are based upon
earnings per share, and each executive's bonus is increased or decreased,
according to a formula, in relation to how the actual earnings per share
compares with the target earnings per share for the year set by the Committee.
The Committee believes that the emphasis placed upon equity grants (restricted
stock and stock options) aligns the interest of the officers with those of the
stockholders, and makes a significant portion of executive compensation
contingent upon long-term positive share price performance.

17
<PAGE>
In establishing compensation levels for the Chief Executive Officer, the
Compensation Committee followed the guidelines and policies described above. In
addition, the Committee also considered several subjective factors related to
the Company's business. These included, among other things, the Company's strong
cash position and its continued generation of strong cash flow, the Company's
performance relative to both its public and private competitors, the Chief
Executive Officer's ability to develop and maintain significant business
relationships for the Company and the complexity of managing an international
service business. The Committee also noted that 1995 was the Company's third
consecutive year of having both its stock price and earnings per share increase
significantly over the previous year's performance. In fact, the Company's stock
performance during the last three years, calculated on a total return to
investors basis, rated in the top 1% of all New York Stock Exchange companies.

In determining executive compensation, the Compensation Committee considers,
among other factors, the possible tax consequences to the Company and to the
executives. However, tax consequences, including but not limited to tax
deductibility by the Company, are subject to many factors (such as changes in
the tax laws and regulations or interpretations thereof and the timing and
nature of various decisions by executives regarding options and other rights)
that are beyond the control of either the Compensation Committee or the Company.
In addition, the Compensation Committee believes that it is important for it to
retain maximum flexibility in designing compensation programs that meet its
stated objectives. For all of the foregoing reasons, the Compensation Committee,
while considering tax deductibility as one of its factors in determining
compensation, will not limit compensation to those levels or types of
compensation that will be deductible. The Compensation Committee will, of
course, consider alternative forms of compensation, consistent with its
compensation goals, that preserve deductibility.

Andrew S. Berwick, Jr.
Frederick P. Furth
Thomas J. Ryan

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INDEPENDENT PUBLIC ACCOUNTANTS

The Board has selected Arthur Andersen LLP, independent public accountants,
to audit the books, records and accounts of the Company during 1995. Arthur
Andersen LLP has acted as auditors of the Company and its predecessor since
1977. Representatives of that firm will be present at the Meeting and will have
the opportunity to make a statement if they desire to do so. They will also be
available to respond to questions.

STOCKHOLDER PROPOSALS

To be considered for presentation at the 1997 Annual Meeting of
Stockholders, a stockholder proposal must be received at the office of the
Company not later than November 19, 1996.

OTHER MATTERS

The proxy holders are authorized to vote, in their discretion, upon any
other business that comes before the Meeting and any adjournment of the Meeting.
The Board knows of no other matters which will be presented to the Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

STEVEN KAREL
SECRETARY

Menlo Park, California
March 19, 1996

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN AND RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED, POST-PAID ENVELOPE.

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APPENDIX A

OUTSIDE DIRECTORS' OPTION PLAN
OF
ROBERT HALF INTERNATIONAL INC.
(AS AMENDED)

1. DEFINITIONS. As used in this Plan, the following terms have the
following meanings:

1.1. ADMINISTRATOR means the Board or a committee appointed by the Board.

1.2. AFFILIATE means a "parent" or "subsidiary" corporation, as defined
in Sections 425(e) and 425(f), respectively, of the Code.

1.3. ANNUAL ORGANIZATIONAL MEETING means the first meeting of the Board
after the annual meeting of the Company's stockholders.

1.4. BOARD means the Board of Directors of the Company.

1.5. CHANGE IN CONTROL. A Change in Control means any of the following
events:

1.5.1. SCHEDULE 13D OR 13G FILING. A Schedule 13D or 13G is filed
pursuant to the Exchange Act indicating that any person or group (as
such terms are defined in Section 13(d)(3) of the Exchange Act) has
become the holder of more than forty percent (40%) of the outstanding
Voting Shares. For purposes of calculating the percentage of Voting
Shares, such person or group, but no other person or group, shall be
deemed the owner of any Voting Shares which such person or group may
acquire upon conversion of securities or upon the exercise of options,
warrants or rights.

1.5.2. CERTAIN CHANGES IN DIRECTORATE. As a result of or in
connection with any cash tender offer, merger or other business
combination, sale of assets or contested election, or combination of the
foregoing, the persons who were directors of the Company just prior to
such event shall cease within one year to constitute a majority of the
Board.

1.5.3. GOING PRIVATE. The Company's stockholders approve a
definitive agreement providing for a transaction in which the Company
will cease to be an independent publicly-owned corporation.

1.5.4. CERTAIN CORPORATE TRANSACTIONS. The stockholders of the
Company approve a definitive agreement (i) to merge or consolidate
the Company with or into another corporation in which the holders of the
Voting Shares immediately before such merger or reorganization will not,
immediately following such merger or reorganization, hold as a group on a
fully-diluted basis both the ability to elect at least a majority of the
directors of the surviving corporation and at least a majority in value
of the surviving corporation's outstanding equity securities, or (ii) to
sell or otherwise dispose of all or substantially all of the assets of
the Company.

1.5.5. TENDER OR EXCHANGE OFFER. An Offer is made by a person or
group (as such terms are defined in Section 13(d)(3) of the Exchange
Act) and such Offer has resulted in such person or group holding an
aggregate of forty percent (40%) or more of the outstanding Voting
Shares. For purposes of this Section 1.5.5, Voting Shares held by such
person or group shall be calculated in accordance with the last sentence
of Section 1.5.1 hereof.

1.6. CODE means the Internal Revenue Code of 1986, as amended.

1.7. COMPANY means Robert Half International Inc.

1.8. DIRECTOR means a member of the Board.

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1.9. ELIGIBLE DIRECTOR means a Director who is not also an employee of
the Company or an Affiliate.

1.10.EXCHANGE ACT means the Securities Exchange Act of 1934, as amended.

1.11.GRANT DATE means the date on which an Option is granted.

1.12.OFFER means a tender offer or an exchange offer for shares of the
Company's Stock.

1.13.OPTION means an option to purchase Stock as described in Section 5.1
hereof. An Option granted under this Plan is a nonstatutory option
to purchase Stock which does not meet the requirements set forth in Section
422A of the Code.

1.14.OPTION AGREEMENT means a written agreement evidencing an Option, in
form satisfactory to the Company, duly executed on behalf of the
Company and delivered to and executed by an Optionee.

1.15.OPTIONEE means an Eligible Director who has been granted an Option.

1.16.PLAN means the Outside Directors' Option Plan.

1.17.SECURITIES ACT means the Securities Act of 1933, as amended.

1.18.STOCK means the Common Stock, $.001 par value, of the Company.

1.19.STOCK PURCHASE AGREEMENT means a written agreement, in form
satisfactory to the Company, duly executed by the Company and an
Optionee who has exercised an Option to purchase Stock.

1.20.TERMINATION DATE means the date on which an Optionee ceases to be a
Director of the Company.

1.21.VESTING DATE means, with respect to each calendar year, the last day
of the month in which the Annual Organization Meeting is held;
provided, however, that the "Vesting Date" with respect to a particular
Option shall not include the last day of the month in which such Option is
granted.

1.22.VOTING SHARES means the outstanding shares of the Company entitled
to vote for the election of directors.

2. PURPOSES OF THE PLAN. The purposes of the Plan are to attract and
retain the best available candidates for the Board, to provide additional equity
incentives to Eligible Directors through their participation in the growth value
of the Stock, and to promote the success of the Company's business. To
accomplish the foregoing objectives, this Plan provides a means whereby Eligible
Directors will receive Options to purchase Stock.

3. STOCK SUBJECT TO THE PLAN. The number of authorized but previously
unissued shares of the Company's Stock available for issuance hereunder shall
equal the number of shares of Stock with respect to which Options are granted
pursuant to Section 5 hereof.

4. ADMINISTRATION. The Administrator shall have the authority to grant
Options upon the terms and conditions of this Plan, and to determine all other
matters relating to this Plan. The Administrator may delegate ministerial duties
to such employees of the Company as it deems proper. All questions of
interpretation, implementation and application of this Plan shall be determined
by the Administrator, and such determinations shall be final and binding on all
persons.

5. TERMS AND CONDITIONS OF OPTIONS.

5.1. GRANT OF OPTION. Options shall be granted pursuant to this Plan
as follows:

5.1.1. GRANT ON EFFECTIVE DATE. Upon the effective date of this
Plan, an Option for 5,000 shares of Stock shall be granted to each
Eligible Director who shall not previously have been granted an option by
the Company for the purchase of shares of Stock.

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5.1.2. SUBSEQUENT GRANTS. On the date of each Annual Organizational
Meeting subsequent to the effective date of this Plan, an Option
shall be granted to each Eligible Director. With respect to any Eligible
Director who, prior to such date, shall not have been granted an option
by the Company, whether pursuant to this Plan or any other plan or
arrangement with the Company, the Option shall be for 5,000 shares of
Stock. Otherwise, the Option shall be for 4,000 shares of Stock.

5.2. EXERCISE PRICE. The exercise price of an Option shall be 100% of
the value of the Stock on the Grant Date, determined in accordance with
Section 6 hereof.

5.3. OPTION TERM. Each Option granted under this Plan shall expire ten
(10) years from the Grant Date.

5.4. OPTION EXERCISE.

5.4.1. INITIAL EXERCISE. No Option may be exercised in whole or in
part until the later to occur of (i) the first Vesting Date following
the Grant Date of such Option and (ii) six months after the Grant Date of
such Option.

5.4.2. STOCKHOLDER APPROVAL. If stockholder approval of this Plan
is required (a) under the rules and regulations promulgated under
Section 16 of the Exchange Act in order to exempt any transaction
contemplated by this Plan from Section 16(b) of the Exchange Act, or (b)
by the rules of the New York Stock Exchange, if the Company's securities
are listed thereon, or (c) by the rules of the National Association of
Securities Dealers automated quotation system ("NASDAQ"), National Market
System, if the Company's securities are quoted thereon, then no Option
may be exercised in whole or in part until the stockholders of the
Company have approved this Plan.

5.4.3. COMPLIANCE WITH SECURITIES LAWS. Stock shall not be issued
pursuant to the exercise of an Option unless the exercise of the
Option and the issuance and delivery of Stock pursuant thereto shall
comply with all relevant provisions of law, including, without
limitation, the Securities Act, the Exchange Act, applicable state
securities laws, the rules and regulations promulgated under each of the
foregoing, the requirements of the New York Stock Exchange (if the
Company's securities are listed thereon) and the requirements of NASDAQ
pertaining to the National Market System (if the Company's securities are
quoted thereon), and shall be further subject to the approval of counsel
for the Company with respect to such compliance.

5.5. REGISTRATION AND RESALE. If the Stock subject to this Plan is not
registered under the Securities Act and under applicable state securities
laws, the Administrator may require that the Participant deliver to the
Company such documents as counsel for the Company may determine are
necessary or advisable in order to substantiate compliance with applicable
securities laws and the rules and regulations promulgated thereunder.

5.6. VESTING SCHEDULE. An Optionee's right to exercise an Option shall
vest, as to twenty-five percent (25%) of the Stock (as adjusted, pursuant to
Section 5.8.1 hereof, if applicable) initially subject to the Option, on
each of the first through fourth Vesting Dates following the Grant Date.

5.7. PAYMENT UPON EXERCISE. At the time written notice of exercise of
an Option is given to the Company, the Optionee shall make payment in full,
in cash or check or by one of the methods specified in Section 5.7.1 or
Section 5.7.2 below, for all Stock purchased pursuant to the exercise of
such Option. Proceeds of any such payment shall constitute general funds of
the Company.

5.7.1. PROMISSORY NOTE. An Option may be exercised by delivery of
the Optionee's full recourse promissory note for any portion or all
of the aggregate exercise price of the Stock as to which the Option is
being exercised. Such note shall (a) bear interest at the lowest rate
which will not result in interest being imputed pursuant to the Internal
Revenue Code,

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(b) mature four years after the date of exercise and (c) be on such other
terms as determined by the Administrator. Such promissory note shall be
secured by a security interest in the Stock purchased pursuant to the
Option and in such other manner, if any, as the Administrator shall
approve.

5.7.2. DELIVERY OF STOCK. An Option may be exercised by delivery by
the Optionee of Stock already owned by the Optionee for all or part
of the aggregate exercise price of the Stock as to which the Option is
being exercised, so long as (i) the value of such Stock (determined as
provided in Section 6) is equal on the date of exercise to the aggregate
exercise price of the shares of Stock as to which the Option is being
exercised, or such portion thereof as the Optionee is authorized to pay
by delivery of Stock and (ii) such previously owned shares have been held
by the Optionee for at least six months.

5.8. ADJUSTMENTS.

5.8.1. CHANGES IN CAPITAL STRUCTURE. If the Stock is changed by
reason of a stock split, reverse stock split, stock dividend, or
recapitalization, or is converted into or exchanged for other securities
other than as a result of a Change of Control, the Administrator shall
make such appropriate adjustments in (i) the number of shares of Stock to
be covered by options granted under Section 5.1.2 hereof, (ii) each
Option outstanding under this Plan, and (iii) the exercise price of each
outstanding Option; provided, however, that the Company shall not be
required to issue fractional shares as a result of any such adjustment.
Each such adjustment shall be determined by the Administrator in its sole
discretion, which determination shall be final and binding on all
persons. Any new or additional Stock to which an Optionee may be entitled
under this Section 5.8.1 shall be subject to all of the terms and
conditions set forth in Section 5 of this Plan.

5.8.2. CHANGE OF CONTROL. In the event of a Change of Control, all
Options shall vest immediately.

5.9. NO ASSIGNMENT. No right or benefit under, or interest in, the
Plan shall be subject to assignment or transfer (other than by will or the
laws of descent and distribution), and no such right, benefit or interest
shall be subject to attachment or legal process for or against Participant
or his or her beneficiaries, as the case may be. During the life of the
Optionee, an Option shall be exercisable only by the Optionee or, in the
event of disability of the Optionee, by the Optionee's guardian or legal
representative.

5.10. TERMINATION; EXPIRATION OF UNVESTED OPTIONS. Options granted to
an Optionee under this Plan, to the extent such rights have not expired or
been exercised, shall terminate on such Optionee's Termination Date;
provided, however, that an Option may be exercised, to the extent vested and
exercisable on the Termination Date, for a period of thirty (30) days after
such Optionee's Termination Date; and, provided further, that if exercise of
an Option during such thirty (30) day period would subject such Optionee to
liability under Section 16(b) of the Exchange Act, such thirty (30) day
period shall not begin to run until six (6) months from the date of the last
Stock transaction made, indirectly or directly, by such Optionee prior to
such Optionee's Termination Date.

6. DETERMINATION OF VALUE. For purposes of this Plan, the value of the
Stock shall be the closing sales price on the New York Stock Exchange or the
NASDAQ National Market System, as the case may be, on the date the value is to
be determined as reported in THE WALL STREET JOURNAL (Western Edition). If there
are no trades on such date, the closing sale price on the last preceding
business day upon which trades occurred shall be the fair market value. If the
Stock is not listed on the New York Stock Exchange or quoted on the NASDAQ
National Market System, the fair market value shall be determined in good faith
by the Administrator.

7. MANNER OF EXERCISE. An Optionee wishing to exercise an Option shall
give written notice to the Company at its principal executive office, to the
attention of the Secretary of the Company,

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accompanied by an executed Stock Purchase Agreement and by payment of the Option
exercise price in accordance with Section 5.7. The date the Company receives
written notice of an exercise hereunder accompanied by payment of the Option
exercise price will be considered the date such Option was exercised. Promptly
after receipt of such written notice and payment, the Company shall deliver to
the Optionee or such other person permitted to exercise such Option under
Section 5.9, a certificate or certificates for the requisite number of shares of
Stock. The Company shall pay any stock issue or transfer tax incurred with
respect to such exercise and issuance.

8. RIGHTS.

8.1. RIGHTS AS OPTIONEE. No Eligible Director shall acquire any rights
as an Optionee unless and until an Option Agreement has been duly executed
on behalf of the Company, delivered to the Optionee and executed by the
Optionee.

8.2. RIGHTS AS STOCKHOLDER. No person shall have any rights as a
stockholder of the Company with respect to any Stock subject to an Option
until the date that a stock certificate has been issued and delivered to the
Optionee.

8.3. NO RIGHT TO REELECTION. Nothing contained in the Plan or any
Option Agreement shall be deemed to create any obligation on the part of the
Board to nominate any Director for reelection by the Company's stockholders,
or confer upon any Director the right to remain a member of the Board for
any period of time, or at any particular rate of compensation.

9. REGISTRATION AND RESALE. The Board may, but shall not be required to,
cause the Plan, the Options, and Stock subject to the Plan to be registered
under the Securities Act and under the securities laws of any state. No Option
may be exercised, and the Company shall not be obliged to grant Stock upon
exercise of an Option, unless, in the opinion of counsel for the Company, such
exercise and grant is in compliance with all applicable federal and state
securities laws and the rules and regulations promulgated thereunder. As a
condition to the grant of an Option for the issuance of Stock upon the exercise
of an Option, the Administrator may require that the Optionee agree to comply
with such provisions and federal and state securities laws as may be applicable
to such grant or the issuance of Stock, and that the Optionee delivers to the
Company such documents as counsel for the Company may determine are necessary or
advisable in order to substantiate compliance with applicable securities laws
and the rules and regulations promulgated thereunder.

10. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN. The Board may at any
time amend, alter, suspend, or discontinue this Plan, except to the extent that
stockholder approval is required for any amendment or alteration (a) by Rule
16b-3 or applicable law in order to exempt from Section 16(b) of the Exchange
Act any transaction contemplated by this Plan, or (b) by the rules of the New
York Stock Exchange, if the Company's securities are listed thereon, or (c) by
the rules of NASDAQ pertaining to the National Market System, if the Company's
securities are quoted thereon; provided, however, no amendment, alteration,
suspension or discontinuation shall be made that would impair the rights of any
Optionee under an Option without such Optionee's consent; and provided further,
any provision in this Plan relating to the eligibility of Directors to
participate in this Plan, the timing of Option grants made under this Plan or
the amount of Options granted to a Director under this Plan shall not be
amended, to the extent so provided by Rule 16b-3, more than once every six
months, other than to comport with the changes in the Code or the rules
thereunder. Subject to the foregoing, the Administrator shall have the power to
make such changes in the regulations and administrative provisions hereunder, or
in any Option (with the Optionee's consent), as in the opinion of the
Administrator may be appropriate from time to time.

11. INDEMNIFICATION OF ADMINISTRATOR. Members of the group constituting
the Administrator shall be indemnified for actions with respect to the Plan to
the fullest extent permitted by the Certificate of Incorporation, as amended,
and the By-laws of the Company and by the terms of any indemnification agreement
that has been or shall be entered into from time to time between the Company and
any such person.

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12. HEADINGS. The headings used in this Plan are for convenience only, and
shall not be used to construe the terms and conditions of the Plan.

13. EFFECTIVE DATE. This Plan shall become effective upon adoption by the
Board. If stockholder approval is required (a) under the General Rules and
Regulations promulgated under Section 16 of the Exchange Act in order to exempt
any transaction contemplated by this Plan from Section 16(b) of the Exchange Act
or (b) by the rules of the New York Stock Exchange, if the Company's securities
are listed thereon, or (c) by the rules of NASDAQ pertaining to the National
Market System, if the Company's securities are quoted thereon, then this Plan
shall be submitted to the stockholders of the Company for consideration at the
next annual meeting of stockholders. The Administrator may make Options
conditioned on such approval, and any Option so made shall be effective as of
the date of grant, subject only to such approval.

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APPENDIX B

ROBERT HALF INTERNATIONAL INC.
1993 INCENTIVE PLAN
(AS AMENDED)

1. PURPOSES. The principal purposes of the Robert Half International Inc.
1993 Incentive Plan (the "Plan") are: (a) to improve individual employee
performance by providing long-term incentives and rewards to key employees of
the Company, (b) to assist the Company in attracting, retaining and motivating
key employees with experience and ability, and (c) to align the interests of
such employees with those of the Company's stockholders.

2. DEFINITIONS. Unless the context clearly indicates otherwise, the
following terms, when used in this Plan, shall have the meanings set forth
below:

(a) "ADMINISTRATOR" means a committee of the Board of Directors of the
Company, the composition and the size of which shall cause such
Administrator to be "disinterested" within the meaning of the General Rules
and Regulations promulgated pursuant to Section 16 of the Exchange Act.
Unless otherwise determined by the Board of Directors, the Administrator
shall be the Compensation Committee of the Board of Directors.

(b) "BOARD" means the Board of Directors of the Company.

(i) A Schedule 13D or 13G is filed pursuant to the Exchange Act
indicating that any person or group (as such terms are defined in Section
13(d)(3) of the Exchange Act) has become the holder of more than forty
percent (40%) of the outstanding Voting Shares. For purposes of
calculating the percentage of Voting Shares, such person or group, but no
other person or group, shall be deemed the owner of any Voting Shares
which such person or group may acquire upon conversion of securities or
upon the exercise of options, warrants or rights.

(ii) As a result of or in connection with any cash tender offer,
merger, or other business combination, sale of assets or contested
election, or combination of the foregoing, the persons who were directors
of the Company just prior to such event shall cease within one year to
constitute a majority of the Board.

(iii) The Company's stockholders approve a definitive agreement
providing for a transaction in which the Company will cease to be an
independent publicly-owned corporation.

(iv) The stockholders of the Company approve a definitive agreement
(i) to merge or consolidate the Company with or into another corporation
in which the holders of the Stock immediately before such merger or
reorganization will not, immediately following such merger or
reorganization, hold as a group on a fully-diluted basis both the ability
to elect at least a majority of the directors of the surviving
corporation and at least a majority in value of the surviving
corporation's outstanding equity securities, or (ii) to sell or otherwise
dispose of all or substantially all of the assets of the Company.

(v) An Offer is made by a person or group (as such terms are defined
in Section 13(d)(3) of the Exchange Act) and such Offer has resulted in
such person or group holding an aggregate of forty percent (40%) or more
of the outstanding Voting Shares. For purposes of this Section 1(c)(v),
Voting Shares held by such person or group shall be calculated in
accordance with the last sentence of Section 1(c)(i) hereof.

(d) "COMMON STOCK" or "STOCK" means Robert Half International Inc.
Common Stock, par value $1.001 per share.

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(e) "COMPANY" means Robert Half International Inc., its divisions and
direct and indirect subsidiaries.

(f) "CONTINUOUS EMPLOYMENT" means employment with the Company or any
Subsidiary without any termination or leave of absence, except for a
leave of absence approved by the Company or any Subsidiary which is less
than six consecutive months in duration.

(g) "DISABILITY" or "DISABLED" shall mean (i) a physical or mental
condition which, in the judgment of the Administrator based on
competent medical evidence satisfactory to the Administrator (including, if
required by the Administrator, medical evidence obtained by an examination
conducted by a physician selected by the Administrator), renders Holder
unable to engage in any substantial gainful activity for the Company and
which condition is likely to result in death or to be of long, continued and
indefinite duration, or (ii) a judicial declaration of incompetence.

(h) "ELIGIBLE EMPLOYEE" means an employee of the Company or any
Subsidiary (including an employee who is a director and/or officer)
who, as determined by the Administrator in its sole discretion, has and
exercises management functions and responsibilities.

(i) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

(j) "FAIR MARKET VALUE" means the closing sales price on the New York
Stock Exchange or the NASDAQ National Market System, as the case may
be, on the date the value is to be determined as reported in THE WALL STREET
JOURNAL (Western Edition). If there are no trades on such date, the closing
price on the latest preceding business day upon which trades occurred shall
be the Fair Market Value. If the Stock is not listed in the New York Stock
Exchange or quoted on the NASDAQ National Market System, the Fair Market
Value shall be determined in good faith by the Administrator.

(k) "GRANT" shall mean an Option or a Restricted Stock Award.

(l) "GRANT DATE" means the date a Grant is made under the Plan.

(m) "HOLDER" means the recipient of a Grant pursuant to this Plan.

(n) "ISSUE DATE" means the date on which shares of Stock subject to a
Restricted Stock Award are issued or transferred by the Company to
the account of an Eligible Employee who has received such grant.

(o) "MINIMUM WITHHOLDING TAXES" means any applicable federal, state and
local income and other employment taxes which the Company is
required to withhold in connection with (i) the lapse of restrictions on
Stock subject to a Restricted Stock Award, (ii) the exercise of an Option,
or (iii) the making of an election under Section 83(b) of the Internal
Revenue Code with respect to a Restricted Stock Award.

(p) "OFFER" means a tender offer or an exchange offer for the Company's
Stock.

(q) "OPTION" or "STOCK OPTION" means a right granted under the Plan to a
Holder to purchase shares of Common Stock at a fixed price for a
specified period of time.

(r) "OPTION PRICE" means the price at which a share of Common Stock
covered by an Option granted hereunder may be purchased.

(s) "OPTIONEE" means an Eligible Employee who has received a Stock
Option granted under the Plan.

(t) "RESTRICTED STOCK AWARD" means a grant described in Section 6 of the
Plan.

(u) "SECURITIES ACT" means the Securities Act of 1933, as amended.

(v) "SUBSIDIARY" means a "SUBSIDIARY" corporation as defined in Section
424(f) of the Internal Revenue Code of 1986, as amended.

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(w) "VESTED" means that portion of a Grant with respect to which the
Vesting Date has arrived or passed.

(x) "VESTING DATE" means the date specified in Section 5 or 6 hereof, as
the case may be, or such other date as shall be established by the
Administrator or otherwise on the Grant Date or thereafter.

(y) "VOTING SHARES" means the outstanding shares of the Company entitled
to vote for the election of Directors.

3. STOCK AVAILABLE. The number of shares of Stock for which Grants may be
made during any calendar year shall be that number which is equal to 1.5% of the
number of issued and outstanding shares of Common Stock of the Company
(excluding treasury shares) as of January 1 of such year (January 1, 1993, in
the case of the first year). Any shares of Common Stock covered by Options which
have terminated or expired prior to exercise or have been cancelled without
value shall not be counted against the annual limit and shall be available for
further grants hereunder and shares constituting the portion of a Restricted
Stock Award that is forfeited before any dividends are paid upon such forfeited
shares shall not be counted against the annual limit and shall be available for
further grants hereunder. The foregoing number of shares available for Grants
shall be subject to any adjustments which may be made pursuant to Section 12
hereof. Shares of Stock used for Options may be either shares of authorized but
unissued Common Stock or treasury shares or both. Shares of Stock used for
Restricted Stock Awards shall be treasury shares to the extent that treasury
shares are available, and, if no treasury shares are available, Restricted Stock
Awards shall be authorized but unissued Common Stock.

4. PARTICIPANTS. From time to time the Administrator shall, in its sole
discretion, but subject to all of the provisions of the Plan, determine which
Eligible Employees will be given Grants under the Plan, the number of Options or
shares of Restricted Stock to be granted to each such Eligible Employee and the
terms, conditions and restrictions of each such Grant. In making such
determinations, the Administrator shall take into account the nature of services
rendered and to be rendered by the respective recipients, their present and
potential contribution to the Company's success and such other factors as the
Administrator in its discretion deems relevant to the accomplishment of the
purposes of the Plan. In any year, the Administrator may approve Options to
Eligible Employees subject to differing terms and conditions and Restricted
Stock Awards to Eligible Employees subject to differing terms and conditions.
During any calendar year, the number of shares of Stock with respect to which
Options or Restricted Stock are granted to any one individual may not exceed 75%
of the number of shares of Stock available for Grants during 1994, subject to
adjustment pursuant to Section 12 hereof.

5. OPTIONS. Each Option granted hereunder shall be in writing and shall
contain such terms and conditions as the Administrator may determine, subject to
the following:

(a) PRICE. The Option Price shall be not less than 85% of the Fair
Market Value of Common Stock on the Grant Date.

(b) TERM AND EXERCISE. Options granted hereunder shall have a term of
no longer than ten years from the Grant Date. An Option may be exercised
only as to those portions of the Option that have Vested. Stock Options must
be exercised for full shares of Common Stock.

(c) INCENTIVE STOCK OPTIONS. No Option granted hereunder shall be
deemed an Incentive Stock Option (as such term is defined in the Internal
Revenue Code) unless (a) such Option is designated as an Incentive Stock
Option at the time of grant by the Administrator and (b) such Option
otherwise meets the requirements for Incentive Stock Options specified in
the Internal Revenue Code. However, no Option designated as an Incentive
Stock Option shall contain any restrictions upon the ability of the Holder
to dispose of Stock acquired upon the exercise thereof other than as
provided elsewhere in this Plan. During the life of the Plan, the total
number of

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shares for which Incentive Stock Options may be granted may not exceed ten
times the number of shares available for Grants under the Plan during the
first calendar year in which the Plan is in effect.

(d) VESTING. Unless otherwise determined by the Administrator on the
Grant Date, each Option shall Vest as to twenty-five percent (25%) of the
Stock covered by such Option on each of the first through fourth
anniversaries of the Grant Date. Notwithstanding the foregoing, the
Administrator may accelerate Vesting, in whole or in part, under such terms
and conditions as the Administrator deems appropriate.

(e) EXERCISE OF OPTION. To exercise an Option, the Holder shall give
written notice of exercise to the Company, specifying the number of shares
of Common Stock to be purchased and identifying the specific Options that
are being exercised. From time to time the Administrator may establish
procedures relating to such exercises. An Option is exercisable during a
Holder's lifetime only by the Holder or, with respect to options that are
not designated as Incentive Stock Options, under such other circumstances as
may be permitted by Rule 16b-3, or any successor rule, under the Exchange
Act and all interpretations of the staff of the Securities and Exchange
Commission thereunder.

(f) PAYMENT OF OPTION PRICE. The purchase price for Options being
exercised must be paid in full at time of exercise. Payment shall be, at the
option of the holder at the time of exercise, by any combination of cash,
check or delivery of shares of Common Stock that have been owned by Holder
for at least six months. If all or a portion of the purchase price is paid
by delivery of shares, the shares shall be valued at the Fair Market Value
of such shares on the date of exercise. In addition, the Administrator may,
in its discretion, authorize payment of the Option Price and of Minimum
Withholding Taxes by (i) full recourse promissory note (secured or
unsecured), payable on such terms and bearing such interest as the
Administrator may determine or (ii) delivery (on a form acceptable to the
Administrator) of an irrevocable direction to a securities broker to sell
shares of Common Stock and to deliver part of the sales proceeds to the
Company in payment of the full exercise price and Minimum Withholding Taxes
and receipt of written confirmation from the securities broker of receipt of
such irrevocable direction, the number of shares sold, the price at which
sold and the date of sale.

(g) NONTRANSFERABILITY OF OPTIONS. Options are not transferable except
by will, by the laws of descent and distribution, or, with respect to
options that are not designated as Incentive Stock Options, pursuant to a
qualified domestic relations order or under such other circumstances as may
be permitted by Rule 16b-3, or any successor rule, under the Exchange Act
and all interpretations of the staff of the Securities and Exchange
Commission thereunder.

(h) DISPOSITION OF ACQUIRED STOCK. No share of Stock acquired upon the
exercise of an Option may be sold, assigned, pledged, transferred or
otherwise conveyed in any manner until six months after the Grant Date for
such Option.

6. RESTRICTED STOCK AWARDS. Each Restricted Stock Award made under the
Plan shall contain the following terms, conditions and restrictions and such
additional terms, conditions and restrictions as may be determined by the
Administrator at the time of grant.

(a) RIGHTS WITH RESPECT TO SHARES OF STOCK. Upon written acceptance by
the Eligible Employee of restrictions and other terms and conditions
described in the Plan and in the instrument evidencing such Restricted Stock
Award, the Eligible Employee shall be a Holder, and the Company shall cause
to be issued or transferred to the name of the Holder a certificate or
certificates for the number of shares of Stock granted. From and after the
Issue Date, the Holder shall have absolute ownership of such shares of
Stock, including the right to vote and to receive dividends thereon, subject
to the terms, conditions and restrictions described in the Plan and in the
instrument evidencing the grant of such Restricted Stock Award.

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(b) RESTRICTIONS ON TRANSFER. Shares covered by a Restricted Stock
Award may not be sold, assigned, pledged, transferred or otherwise conveyed
in any manner until the later of (i) the Vesting Date for such shares and
(ii) six months after the Grant Date for such shares.

(c) VESTING. Unless otherwise determined by the Administrator on the
Grant Date, each Restricted Stock Award shall Vest as to twenty-five percent
(25%) of the Stock covered by such grant on each of the first through fourth
Vesting Dates which occur following the related Grant Date of such
Restricted Stock Award. Notwithstanding the foregoing, the Administrator may
accelerate the lapsing of restrictions on a Restricted Stock Award, in whole
or in part under such terms and conditions as the Administrator deems
appropriate.

(d) AUTOMATIC VESTING IN SPECIAL CIRCUMSTANCES. Any provisions herein
to the contrary notwithstanding, a Restricted Stock Award shall
automatically become Vested upon (a) the Death or Disability of the Holder
or (b) the occurrence of a Change in Control.

(e) AGREEMENT BY HOLDER REGARDING WITHHOLDING TAXES. Each Holder
granted a Restricted Stock Award shall represent in writing that such Holder
acknowledges that, with respect to each Restricted Stock Award held by such
Holder, (i) Minimum Withholding Taxes shall be due with respect to shares of
Stock covered by such award, (ii) payment of Minimum Withholding Taxes to
the Company is the responsibility of Holder and (iii) payment of such
Minimum Withholding Taxes may require a significant cash outlay by Holder.

(f) ELECTION TO RECOGNIZE GROSS INCOME IN THE YEAR OF GRANT. If any
Holder properly elects within thirty (30) days of the Grant Date to include
in gross income for federal income tax purposes an amount equal to the fair
market value of the shares of Stock on the Grant Date, such Holder shall pay
in cash to the Company in the calendar month of such Grant Date, or make
arrangements satisfactory to the Administrator to pay to the Company, any
Minimum Withholding Taxes required to be withheld with respect to such
shares.

(g) CONSIDERATION. Recipients of Restricted Stock Awards made in
treasury shares shall not be required to pay any consideration to the
Company. Recipients of Restricted Stock Awards made in the form of
previously unissued shares shall be required to pay such minimum
consideration, if any, as may be required by applicable law. The
Administrator shall determine the form of consideration at the time of the
award, which may include services rendered prior to the award.

(h) PERFORMANCE CONDITIONS. If so determined by the Administrator, any
grant of Restricted Shares shall be made subject to a Performance Condition
in addition to any vesting requirements imposed upon such grant. Such
Performance Condition shall operate as specified in this paragraph (h).

(1) As used in this paragraph (h), the following terms shall have the
indicated meanings:

CERTIFICATION DATE means the date that the Administrator makes its
written certification of a Final Restricted Stock Award.

EPS means fully diluted earnings per share, determined in accordance
with generally accepted accounting principles. For purposes of the
foregoing sentence, earnings shall mean income before extraordinary
items, discontinued operations and cumulative effect of changes in
accounting principles and after full accrual for the bonuses paid under
this Plan.

EPS RATIO means the result obtained by dividing Preliminary EPS by
Target EPS.

FINAL RESTRICTED STOCK AWARD means the product of the Multiplier and
the Original Restricted Stock Award.

MEASUREMENT YEAR means (a) in the case of a grant made in the first
fiscal quarter of a fiscal year, that fiscal year or (b) in the case of a
grant made in the second, third or fourth quarters of a fiscal year, the
subsequent fiscal year.

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<PAGE>
MULTIPLIER means (a) the sum of 0.1 and the EPS Ratio, if the EPS
Ratio is greater than or equal to 0 and less than 0.9, (b) 1, if the EPS
Ratio is greater than or equal to 0.9, or (c) 0, if the EPS Ratio is less
than 0.

NINE-MONTH PERIOD means the first three fiscal quarters of the
Measurement Year.

ORIGINAL RESTRICTED STOCK AWARD means the number of shares initially
granted pursuant to a Restricted Stock Award made subject to a
Performance Condition.

PRELIMINARY EPS means 1.334 multiplied by EPS for a Nine-Month
Period.

TARGET EPS means the EPS goal set with respect to a Restricted Stock
Award made subject to a Performance Condition.

(2) A Restricted Stock Award shall be subject to a Performance
Condition only if the Administrator makes such a determination on the
Grant Date.

(3) If a Restricted Stock Award is made subject to a Performance
Condition, the Administrator shall, not later than the end of the second
calendar month of the Measurement Year, determine the Target EPS for such
award.

(4) After the public release by the Company of its unaudited results
for the third fiscal quarter of the Measurement Year, the Chief Financial
Officer shall, with respect to each Restricted Stock Award made subject
to a Performance Condition, (a) calculate the Preliminary EPS, (b)
determine the Multiplier, (c) calculate the Final Restricted Stock Award,
and (d) deliver such calculation to the Administrator.

(5) The Administrator shall, prior to the end of the Measurement
Year, review the information submitted by the Chief Financial Officer and
certify, in writing, each Final Restricted Stock Award.

(6) To the extent that a Final Restricted Stock Award is less than
the Original Restricted Stock Award, the number of shares of the Original
Restricted Stock Award representing the difference shall be forfeited by
the Holder. The Final Restricted Stock Award shall bear the same vesting
schedule as the Original Restricted Stock Award, and on each Vesting Date
the percentage of the Final Restricted Stock Award that vests shall be
the same as the percentage of the Original Restricted Stock Award that
would have vested had no shares been forfeited as a result of the
performance condition.

(7) If all or a portion of a Restricted Stock Award made subject to a
Performance Condition shall vest prior to the Certification Date by
reason of death, Disability or a Change in Control, then the Performance
Condition shall be cancelled and none of such shares shall be subject to
reduction or forfeiture as provided by the Performance Condition. Such
shares shall be released to Holder in accordance with the terms of this
plan relating to vested shares.

(8) If all or a portion of a Restricted Stock Award made subject to a
Performance Condition shall vest prior to the Certification Date for any
reason other than death, Disability or a Change in Control, no shares
shall be released to the Holder until after the Certification Date. No
such vesting prior to the Certification Date shall in any way be deemed a
satisfaction, waiver or cancellation of the Performance Condition, and
such Restricted Stock Award shall remain subject to reduction and
forfeiture as provided by the Performance Condition.

7. WITHHOLDING TAXES. In order to enable the Company to meet any
applicable foreign, federal (including FICA), state and local withholding tax
requirements, a Holder shall be required to pay the Minimum Withholding Taxes.
No share of stock will be delivered to any Holder until Minimum Withholding
Taxes have been paid. At the option of the Holder, withholding taxes may be paid
by reduction in the number of shares deliverable to Holder (in the case of an
Option) or by surrendering a portion of the Restricted Stock Award to the
Company (in either case "Share Reduction"); provided,

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however, that Share Reduction may not be used within six months of the Grant
Date. If withholding taxes are paid by Share Reduction, such shares shall be
valued at the Fair Market Value as of the date of exercise or vesting. A Holder
may elect to have additional shares withheld above the amount required to
satisfy Minimum Withholding Taxes. However, total Share Reduction may not exceed
the total taxes that Holder will have to pay (assuming Federal and state taxes
are imposed at his marginal rate) by reason of the exercise or vesting. In the
event that Minimum Withholding Taxes are not paid by Holder, to the extent
permitted by law the Company shall have the right, but not the obligation, to
cause such withholding taxes to be satisfied by Share Reduction or by offsetting
such withholding taxes against amounts otherwise due from the Company to the
Holder.

8. RESTRICTIVE LEGENDS; TRANSFER RESTRICTIONS; CUSTODY. So long as any
restrictions or obligations imposed pursuant hereto shall apply to a share of
Stock (including, but not limited to, the restrictions or obligations imposed
pursuant to Sections 5(f), 5(h), 6(b), 6(e), 6(f) and 7 hereof), each
certificate evidencing such share shall bear an appropriate legend referring to
the terms, conditions and restrictions. In addition, the Company may instruct
its transfer agent that shares of Stock evidenced by such certificates may not
be transferred without the written consent of the Company. Any attempt to
dispose of such shares of Stock in contravention of such terms, conditions and
restrictions shall be invalid. Certificates representing shares that have not
Vested or with respect to which Minimum Withholding Taxes have not been paid
will be held in custody by the Company or such bank or other institution
designated by the Administrator.

9. TERMINATION OF CONTINUOUS EMPLOYMENT. If the Holder's Continuous
Employment with the Company or any Subsidiary shall terminate for any reason,
then, with respect to any portion of a Grant that has not Vested prior to or
concurrently with such termination (a) in the case of an Option, all rights to
such portion that has not Vested shall terminate and (b) in the case of a
Restricted Stock Award, all rights to the shares covered by any portion thereof
that has not Vested shall be forfeited; provided, however, that the
Administrator, in its sole discretion within ninety (90) days of such
termination of Continuous Employment, may notify the Holder in writing that the
Holder's rights in such portion that has not Vested will not terminate or be
forfeited and that the Holder shall continue to be the owner thereof, subject to
such continuing restrictions as the Administrator may prescribe in such notice.
Options then held by the Holder which are Vested at the date of termination
shall continue to be exercisable by the Holder, or, if applicable, Holder's
estate, until the earlier of 90 days after such date or the expiration of such
Options in accordance with their terms. Notwithstanding the foregoing, (i) the
Administrator may in its sole discretion extend the period during which an
Option may be exercised following termination of employment at any time,
provided that any such extension does not exceed the Option's normal termination
date, and (ii) if exercise of an Option during the 90-day period described in
the previous sentence would subject the Holder to liability under Section 16 of
the Exchange Act, such Option shall be exercisable until the earliest of (a) its
normal termination date and (b) seven months after the last transaction in
Common Stock by the Holder prior to termination.

10. ADMINISTRATION. The Plan shall be administered by the Administrator,
which shall have full power and authority to administer and interpret the Plan
and to adopt such rules, regulations, agreements, guidelines and instruments for
the administration of the Plan as the Administrator deems necessary or
advisable. The Administrator's powers include, but are not limited to (subject
to the specific limitations described herein), authority to determine the
employees who shall receive Grants under the Plan, determine the size and
applicable terms and conditions of Grants to be made to such employees,
determine the time when Grants will be made and authorize Grants to Eligible
Employees.

The Administrator's interpretations of the Plan, and all actions taken and
determinations made by the Administrator concerning any matter arising under or
with respect to the Plan or any Grants hereunder, shall be final, binding and
conclusive on all interested parties. The Administrator may delegate ministerial
functions hereunder, such delegation to be subject to such terms and conditions

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as the Administrator in its discretion shall determine. The Administrator may as
to all questions of accounting rely conclusively upon any determinations made by
the independent public accountants of the Company.

11. COMPLIANCE WITH SECURITIES LAWS. No Option may be exercised and no
Stock may be issued pursuant to an Option or transferred pursuant to a
Restricted Stock Award unless the Administrator shall determine that such
exercise, issuance or transfer complies with all relevant provisions of law,
including, without limitation, the Securities Act, the Exchange Act, applicable
state securities laws, and rules and regulations promulgated under each of the
foregoing, and the requirements of any stock exchange upon which the Stock may
then be listed or quotation system upon which the Stock may be quoted, and shall
be further subject to the approval of counsel for the Company with respect to
such compliance. If the Stock subject to this Plan is not registered under the
Securities Act and under applicable state securities laws, the Administrator may
require that the Holder deliver to the Company such documents as counsel for the
Company may determine are necessary or advisable in order to substantiate
compliance with applicable securities laws and the rules and regulations
promulgated thereunder.

12. ADJUSTMENT FOR CHANGE IN STOCK SUBJECT TO PLAN. In the event of any
change in the outstanding shares of Common Stock by reason of any stock split,
stock dividend, recapitalization, merger, consolidation, combination, spin-off
or exchange of shares or other similar corporate change, appropriate adjustments
shall be made by the Administrator in the number of shares of Stock subject to
this Plan, the number of shares of Stock covered by each Grant and, in the case
of Options, the Option Price of such Option. Any such adjustment shall be
determined by the Administrator in its sole discretion, which determination
shall be conclusive and binding for all purposes of the Plan. Any new or
additional Stock to which a Holder of a Restricted Stock Award may be entitled
shall be subject to all the terms and conditions set forth in Section 6 of this
Plan. If fractional shares become due to any Holder as a result of any
adjustment, the Company may, at its option, pay cash in lieu thereof.

13. NO RIGHTS TO GRANTS OR EMPLOYMENT. No employee or other person shall
have any claim or right to a Grant under the Plan. Receipt of a Grant under the
Plan shall not give an employee any rights to receive any other Grant under the
Plan. Neither the Plan nor any action taken hereunder shall be construed as
giving any employee any right to be retained in the employ of the Company or any
Subsidiary.

14. RIGHTS AS SHAREHOLDER. A Holder under the Plan shall have no rights as
a holder of Common Stock with respect to Options granted hereunder, unless and
until certificates for shares of Common Stock are issued to such Holder.

15. PLAN UNFUNDED. The Plan shall be unfunded. Except for reserving a
sufficient number of authorized shares to the extent required by law to meet the
requirements of the Plan, the Company shall not be required to establish any
special or separate fund or to make any other segregation of assets to assure
the payment of any grant under the Plan.

16. NO ASSIGNMENT. Except as specifically provided by law (including the
laws of descent and distribution) and elsewhere herein, no right or benefit
under, or interest in, the Plan shall be subject to assignment, and no such
right, benefit or interest shall be subject to attachment or legal process for
or against Holder or his or her beneficiaries, as the case may be.

17. GOVERNING LAW. This Plan shall be governed by and construed in
accordance with the laws of the State of Delaware.

18. INDEMNIFICATION OF ADMINISTRATOR. Members of the group constituting
the Administrator shall be indemnified for actions with respect to the Plan to
the fullest extent permitted by the Certificate of Incorporation, as amended,
and the By-laws of the Company and by the terms of any indemnification agreement
that has been or shall be entered into from time to time between the Company and
any such persons.

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19. HEADINGS. The headings used in this Plan are for convenience only, and
shall not be used to construe the terms and conditions of the Plan.

20. AMENDMENT. The Administrator may, at any time, amend, suspend or
terminate the Plan, in whole or in part, provided that no such action shall
adversely affect any rights or obligations with respect to any Grants
theretofore made hereunder. The Administrator may amend or cancel the terms and
conditions of any outstanding Grant, determine whether cash will be paid or
Grants will be made in replacement of, or as alternatives to, outstanding Grants
or grants under any other incentive compensation plan; provided, however, that
no such change shall be adverse to the Holder thereof without such Holder's
consent.

21. EFFECTIVE DATE, TERMINATION. This Plan shall become effective upon
approval by the stockholders of the Company, and shall remain in effect until
terminated by the Board of Directors or Administrator.

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APPENDIX C

ROBERT HALF INTERNATIONAL INC.
ANNUAL PERFORMANCE BONUS PLAN
(AS AMENDED)

1. DEFINITIONS. As used in this Plan, the following terms shall have the
meanings set forth below:

ADMINISTRATOR means a committee appointed by the Board of Directors of the
Company, which committee shall not have less than two Board members and shall be
disinterested within the meaning of Regulation 16b-3 under the Securities
Exchange Act of 1934.

ANNUAL DETERMINATION means the Target EPS, Target Bonuses and other items
determined annually by the Administrator, as described in Section 4 of this
Plan.

AWARD DATE means the date that the Administrator makes its written
certification of a Bonus pursuant to Section 5 or Section 6.

BONUS means a Preliminary Bonus, a Final Bonus, or both.

BONUS YEAR means the fiscal year with respect to which a Bonus is paid
pursuant to the Plan.

COMPANY means Robert Half International Inc., a Delaware corporation.

ELIGIBLE EXECUTIVE means (a) any elected executive officer of the Company
and (b) any executive of the Company who has senior management functions and
responsibilities, as designated by the Administrator.

EPS means fully diluted earnings per share, determined in accordance with
generally accepted accounting principles. For purposes of the foregoing
sentence, earnings shall mean income before extraordinary items, discontinued
operations and cumulative effect of changes in accounting principles and after
full accrual for the bonuses paid under this Plan.

FAIR MARKET VALUE of the Stock for a specified date means the closing sales
price of the Stock on the New York Stock Exchange, as reported in THE WALL
STREET JOURNAL (Western Edition), on such date or, if there are no trades on
such date, the closing price on the latest preceding business day upon which
trades occurred.

FINAL BONUS means the Year-End Bonus less the Preliminary Bonus, but only if
such number is greater than zero.

FINAL EPS means EPS calculated as of the end of a fiscal year.

FINAL MULTIPLIER means (a) the Final Ratio, if the Final Ratio is greater
than or equal to .5 and less than or equal to 2, (b) 2, if the Final Ratio is
greater than 2, or (c) 0, if the Final Ratio is less than .5.

FINAL RATIO means the result obtained by dividing Final EPS by Target EPS.

NINE-MONTH PERIOD means the first three fiscal quarters of the Bonus Year.

PLAN means this Annual Performance Bonus Plan.

POTENTIAL YEAR-END BONUS means, with respect to each Eligible Executive, the
product of the Final Multiplier and such Eligible Executive's Target Bonus, but
in no event may such amount be in excess of five times the highest bonus paid by
the Company to any Eligible Executive with respect to 1995, as reported by the
Company in its Proxy Statement for the 1996 Annual Meeting of Stockholders.

PRELIMINARY BONUS means, with respect to each Eligible Executive, 85% of the
Product of the Preliminary Multiplier and such Eligible Executive's Target
Bonus, but in no event may such amount

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be in excess of five times the highest bonus paid by the Company to any Eligible
Executive with respect to 1995, as reported by the Company in its Proxy
Statement for the 1996 Annual Meeting of Stockholders.

PRELIMINARY EPS means 1.334 multiplied by EPS for a Nine-Month Period.

PRELIMINARY MULTIPLIER means (a) the Preliminary Ratio, if the Preliminary
Ratio is greater than or equal to .5 and less than or equal to 2, (b) 2, if the
Preliminary Ratio is greater than 2, or (c) 0, if the Preliminary Ratio is less
than .5.

PRELIMINARY RATIO means the result obtained by dividing Preliminary EPS by
Target EPS.

REPAYMENT AMOUNT means that amount calculated in accordance with Section 7.4
hereof.

STOCK means the Common Stock, $1.00 par value, of the Company.

TARGET BONUS means that amount set forth, with respect to each Eligible
Executive, in an Annual Determination.

TARGET EPS means the EPS goal set annually by the Administrator, as set
forth in an Annual Determination.

YEAR-END BONUS means, with respect to each Eligible Executive, that amount
that the Administrator determines in accordance with Section 6 hereof, but in no
event may such amount be in excess of five times the highest bonus paid by the
Company to any Eligible Executive with respect to 1995, as reported by the
Company in its Proxy Statement for the 1996 Annual Meeting of Stockholders.

2. PURPOSE. The purpose of the Plan is to attract, retain and motivate key
senior management employees by providing additional compensation, in accordance
with the terms and conditions set forth herein, based on the Company's earnings.

3. ADMINISTRATION. The Administrator is authorized to construe and
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to the Plan, and to make all determinations and to take all actions
necessary or advisable for the Plan's administration. Whenever the Plan
authorizes or requires the Administrator to take any action, make any
determination or decision, or form any opinion, then any such action,
determination, decision or opinion by or of the Administrator shall be in the
absolute discretion of the Administrator and shall be final and binding upon all
persons in interest, including the Company and all Eligible Executives.

4. ANNUAL DETERMINATION. On an annual basis, not later than the end of the
first fiscal quarter of the Bonus Year, the Administrator shall determine the
following with respect to the Bonus Year:

(i) the Eligible Executives;

(ii) the Target EPS for the Bonus Year;

(iii) the Target Bonus for the Bonus Year for each Eligible Executive;
and

(iv) such other matters as are appropriate with respect to the Plan
(together, the "Annual Determination").

5. DETERMINATION OF PRELIMINARY BONUS. Within five business days after the
public release by the Company of its audited results for the third fiscal
quarter of the Bonus Year, the Chief Financial Officer shall (a) calculate the
Preliminary EPS, (b) determine the Preliminary Multiplier for the Bonus Year,
(c) calculate, with respect to each Eligible Executive, his Preliminary Bonus,
(d) deliver each calculation to the Administrator. The Administrator shall,
prior to the end of the Bonus Year, review the information submitted by the
Chief Financial Officer and certify, in writing, each Eligible Executive's
Preliminary Bonus.

6. DETERMINATION OF YEAR-END BONUS. Within ten business days after the
public release by the Company of its audited results for the Bonus Year, the
Chief Financial Officer shall (a) calculate the

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Final EPS, (b) determine the Final Multiplier for the Bonus Year, (c) calculate,
with respect to each Eligible Executive, the Potential Year-End Bonus and (d)
deliver such calculations to the Administrator. The Administrator shall, within
90 days of the end of the Bonus Year, review the information submitted by the
Chief Financial Officer and certify, in writing, each Eligible Executive's
Year-End Bonus, which shall be the Potential Year-End Bonus; provided, however,
that if any Eligible Executive's Potential Year-End Bonus is greater than such
Eligible Executive's Preliminary Bonus, the Administrator may, in its sole
discretion, reduce such Year-End Bonus to such amount that is not less than the
Eligible Executive's Preliminary Bonus as the Administrator may determine.

7. BONUS PAYMENTS. Each Eligible Executive shall be paid a Bonus in
accordance with the following:

7.1. PRELIMINARY BONUS. The Company shall pay the Preliminary Bonus to
each Eligible Executive after such Preliminary Bonus is certified by the
Administrator but prior to the end of the Bonus Year. Notwithstanding the
foregoing, or anything appearing elsewhere herein, if an Eligible Executive
is not employed by the Company on the date that Preliminary Bonuses are
certified by the Administrator, then a pro-rated Preliminary Bonus shall be
paid to such Eligible Executive (a) if the termination of employment was by
reason of the Eligible Executive's death, (b) as provided by any agreement
or arrangement in existence on the date the Plan was approved by the
stockholders or (c) under such circumstances as the Administrator, in its
sole discretion, may determine; otherwise, no Preliminary Bonus in any
amount shall be paid to such Eligible Executive.

7.2. FINAL BONUS. The Company shall pay the Final Bonus to each
Eligible Executive after such Final Bonus is certified by the Administrator
but prior to the end of the first fiscal quarter following the Bonus Year.
Notwithstanding the foregoing, or anything appearing elsewhere herein, if an
Eligible Executive is not employed by the Company on the last day of the
Bonus Year, then a pro-rated Final Bonus shall be paid to such Eligible
Executive (a) if the termination of employment was by reason of the Eligible
Executive's death, (b) as provided by any agreement or arrangement in
existence on the date the Plan was approved by the stockholders or (c) under
such circumstances as the Administrator, in its sole discretion, may
determine; otherwise, no Final Bonus in any amount shall be paid to such
Eligible Executive.

7.3. STOCK IN LIEU OF CASH. At the discretion of the Administrator on
the Award Date, up to 100% of any Final Bonus may be paid in shares of Stock
rather than in cash. Any such shares shall be valued at their Fair Market
Value on the Award Date. Fractional shares may not be granted. Any shares
granted pursuant to this Section 7.3 shall not be subject to forfeiture for
any reason, but shall be subject to a restriction that prevents any
disposition thereof for a period of six months and one day from the Award
Date.

7.4. REPAYMENT OF PRELIMINARY BONUS. If the Year-End Bonus for an
Eligible Executive is less than such Eligible Executive's Preliminary Bonus,
such Eligible Executive shall repay such difference (the "Repayment Amount")
within fifteen (15) business days of notification thereof. To the extent the
Repayment Amount is unpaid, the Company shall, consistent with applicable
law, be entitled to deduct the Repayment Amount from any other amounts due
by the Company to such Eligible Executive, and to pursue any and all other
legal and equitable remedies to recover such Repayment Amount.

8. EMPLOYMENT. The selection of an employee as an Eligible Executive shall
not affect any right of the Company to terminate, with or without cause, such
person's employment at any time.

9. WITHHOLDING TAXES. The Company shall, to the extent permitted by law,
have the right to deduct from a Bonus any federal, state or local taxes of any
kind required by law to be withheld with respect to such Bonus.

10. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN. The Administrator
may at any time amend, alter, suspend, or discontinue this Plan.

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11. INDEMNIFICATION OF ADMINISTRATOR. Indemnification of members of the
group constituting the Administrator for actions with respect to the Plan shall
be in accordance with the terms and conditions of separate indemnification
agreements, if any, that have been or shall be entered into from time to time
between the Company and any such person.

12. HEADINGS. The headings used in this Plan are for convenience only, and
shall not be used to construe the terms and conditions of the Plan.

C-4
<PAGE>

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COMMON

/X/ PLEASE MARK YOUR CHOICES LIKE THIS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR ALL NOMINEES NAMED IN PROPOSAL 1, AND FOR PROPOSALS 2, 3 AND 4.

1. ELECTION OF DIRECTORS: FREDERICK A. RICHMAN, THOMAS J. RYAN,
J. STEPHEN SCHAUB

/ / FOR ALL NOMINEES LISTED ABOVE (EXCEPT AS MARKED TO THE CONTRARY BELOW)

/ / WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED ABOVE

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.

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2. AMENDMENT OF OUTSIDE DIRECTORS' OPTION PLAN

FOR / / AGAINST / / ABSTAIN / /

3. AMENDMENT OF 1993 INCENTIVE PLAN

FOR / / AGAINST / / ABSTAIN / /

4. AMENDMENT OF ANNUAL PERFORMANCE BONUS PLAN

FOR / / AGAINST / / ABSTAIN / /

5. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATION NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.

Date , 1996
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Signature
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Signature, if held jointly
---------------------------------------------------------

PLEASE MARK, SIGN, DATE AND RETURN PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
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<PAGE>

ROBERT HALF INTERNATIONAL INC.
2884 SAND HILL ROAD
MENLO PARK, CA 94025
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Harold M. Messmer, Jr. and Andrew S. Berwick,
Jr. as Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse side
hereof, all the shares of common stock of Robert Half International Inc. held of
record by the undersigned on March 7, 1996 at the annual meeting of
stockholders to be held on May 1, 1996 or any adjournment thereof.

(Continued and to be signed on reverse side.)

See Reverse Side

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