Sec Form 13D Filing - FRIEDMAN FLEISCHER & LOWE CAPITAL PARTNERS LP filing for KORN FERRY (KFY) - 2005-03-16

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE 13D/A

                   UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 3)*

                            KORN/FERRY INTERNATIONAL
                                (Name of Issuer)

                     COMMON STOCK, $.01 PAR VALUE PER SHARE
                         (Title of Class of Securities)

                                   500643200
                                 (CUSIP Number)

                                 DAVID L. LOWE
                       FRIEDMAN FLEISCHER & LOWE GP, LLC
                         ONE MARITIME PLAZA, SUITE 1000
                        SAN FRANCISCO, CALIFORNIA 94111



(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)



                                 March 10, 2005
            (Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.

                         (Continued on following pages)

                              (Page 1 of 10 Pages)





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

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).





                                                                      
CUSIP NO.  500643200                                    SCHEDULE 13D              PAGE 2 OF 8 PAGES


      1      NAME OF REPORTING PERSONS
             I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

             FRIEDMAN FLEISCHER & LOWE CAPITAL PARTNERS, L.P.

      2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) [ ]
                                                                  (b) [X]

      3      SEC USE ONLY

      4      SOURCE OF FUNDS*

             OO

     5       CHECK BOX IF DISCLOSURE OF LEGAL  PROCEEDINGS IS REQUIRED PURSUANT
             TO ITEMS 2(d) or 2(e)                                [   ]

             NOT APPLICABLE
     6       CITIZENSHIP OR PLACE OF ORGANIZATION

             FRIEDMAN  FLEISCHER & LOWE CAPITAL  PARTNERS,  L.P. IS ORGANIZED
             UNDER THE LAWS OF THE STATE OF DELAWARE.

                   7    SOLE VOTING POWER
   NUMBER OF
     SHARES             976,157 (INCLUDING SHARES ISSUABLE UPON EXERCISE OF WARRANTS)
 BENEFICIALLY
    OWNED BY       8    SHARED VOTING POWER
     EACH
  REPORTING             0
 PERSON WITH
                   9    SOLE DISPOSITIVE POWER

                        976,157 (INCLUDING SHARES ISSUABLE UPON EXERCISE OF WARRANTS)

                  10    SHARED DISPOSITIVE POWER

                        0

     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

               976,157 (INCLUDING SHARES ISSUABLE UPON EXERCISE OF WARRANTS) (SEE ITEM 5)

     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                   [   ]

               NOT APPLICABLE

     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

               APPROXIMATELY 2.44%  (SEE ITEM 5)

     14        TYPE OF REPORTING PERSON *

               PN

                     * SEE INSTRUCTIONS BEFORE FILLING OUT!




CUSIP NO.  500643200                                    SCHEDULE 13D              PAGE 3 OF 8 PAGES

     1       NAME OF REPORTING PERSONS
             I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

             FFL EXECUTIVE PARTNERS, L.P.

     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) [ ]
                                                                  (b) [X]
     3       SEC USE ONLY

     4       SOURCE OF FUNDS*
             OO

     5       CHECK BOX IF DISCLOSURE OF LEGAL  PROCEEDINGS IS REQUIRED PURSUANT
             TO ITEMS 2(d)or 2(e)                                 [   ]

             NOT APPLICABLE

     6       CITIZENSHIP OR PLACE OF ORGANIZATION

             FFL EXECUTIVE PARTNERS, L.P. IS ORGANIZED UNDER THE LAWS OF THE
             STATE OF DELAWARE.

                   7    SOLE VOTING POWER
    NUMBER OF           17,661 (INCLUDING SHARES ISSUABLE UPON EXERCISE OF WARRANTS)
     SHARES
  BENEFICIALLY     8    SHARED VOTING POWER
    OWNED BY
      EACH              0
   REPORTING
  PERSON WITH      9    SOLE DISPOSITIVE POWER

                        17,661 (INCLUDING SHARES ISSUABLE UPON EXERCISE OF WARRANTS)

                  10    SHARED DISPOSITIVE POWER

                        0
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

               17,661 (INCLUDING SHARES ISSUABLE UPON EXERCISE OF WARRANTS) (SEE ITEM 5)

     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
               SHARES                                            [   ]

               NOT APPLICABLE

     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

               APPROXIMATELY 0.05%  (SEE ITEM 5)

     14        TYPE OF REPORTING PERSON *

               PN


                     * SEE INSTRUCTIONS BEFORE FILLING OUT!




                     KORN/FERRY INTERNATIONAL SCHEDULE 13D
                                AMENDMENT NO. 3

NOTE: This Amendment No. 3 amends a Statement on Schedule 13D/A filed on October
1, 2004 by Friedman Fleischer & Lowe Capital Partners, L.P., a Delaware limited
partnership ("FFL Capital Partners"), and FFL Executive Partners, L.P., a
Delaware limited partnership ("FFL Executive Partners," and together with FFL
Capital Partners, the "FFL Funds" or the "Reporting Persons"). This Amendment
No. 3 is filed on behalf of FFL Funds.

     This Amendment No. 3 is being filed to reflect the sale by FFL Funds of
3,179 shares of 7.5% Convertible Series A Preferred Stock, of Korn/Ferry
International (the "Issuer") and 7.5% Convertible Subordinated Notes Due 2010
of the Issuer with an aggregate principal amount of $12,717,000 (collectively,
the "Convertible Securities"), all of which are convertible into the aggregate
amount of 1,560,000 shares of the Issuer's Common Stock, to Credit Suisse First
Boston International pursuant to a Forward Sale Contract entered into as of
March 10, 2005. The Forward Sale Contract provides that the Reporting Persons
will be required to deliver the Convertible Securities in March, 2007. There
has been no change in the information set forth in response to Item 1 or 2 of
the Schedule 13D. Accordingly, those Items are omitted from this Amendment No.
3.

ITEM 3.    SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

     Item 3 is amended to add the following:

     On March 10, 2005 FFL Funds sold 3,179 shares of the 7.5% Convertible
Series A Preferred Stock and 7.5% Convertible Subordinated Notes Due 2010 with
an aggregate principal amount of $12,717,000, all of which are convertible into
the aggregate amount of 1,560,000 shares of the Issuer's Common Stock, to
Credit Suisse First Boston International pursuant to a Forward Sale Contract.
The Forward Sale Contract provides that the Reporting Persons will be required
to deliver the Convertible Securities in March, 2007.

ITEM 4.    PURPOSE OF TRANSACTION

     Item 4 is amended to read as follows:

     As described above, FFL Funds entered into a Forward Sale Contract whereby
it sold the Convertible Securities. On an evaluation of the Issuer's business
prospects and financial condition, the market for the Common Stock and other
equity securities, other available investment opportunities, money and stock
market conditions and other future developments, the Reporting Persons have
decided to sell part of its holdings of the Issuer's Common Stock in such
forward sale contract for the purpose of raising capital.

     Except as set forth in this Schedule 13D/A, none of the Reporting Persons
has a present plan or proposal that relate to or would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
However, each of the Reporting Persons reserves the right to propose or
participate in future transactions, subject to any applicable terms and
conditions in the Investor Rights Agreement, which may result in one or more of
such actions, including but not limited to, an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, of a material
amount of assets of the Issuer or its subsidiaries, or other transactions which
might have the effect of causing the Issuer's Common Stock to cease to be




listed on the New York Stock Exchange or causing the Common Stock to become
eligible for termination of registration under Section 12(g) of the Exchange
Act.


ITEM 5.  INTEREST IN SECURITIES OF ISSUER

     Items 5(a), 5(b), 5(c) and 5(e) are amended to read as follows:

     (a) The following table describes the number of shares of Common Stock
issuable upon exercise or conversion of derivative securities and the
percentage of outstanding shares of Common Stock that would be owned by the
Reporting Persons upon such issuance. All percentages below are based on
39,992,391 shares of Common Stock issued and outstanding on March 8, 2005,
as represented by the Issuer in its quarterly report on Form 10-Q for the
quarter ended January 31, 2005, as filed on March 11, 2005.


                                                                               

        Name              Warrants        Preferred Stock           Notes          Total         Percent Ownership
        ----              --------        ---------------           -----          -----         -----------------

FFL Capital Partners      269,335             141,479              565,344        976,157             2.44%

FFL Executive              4,872                2,510               10,278         17,661             0.05%
Partners

Total  (FFL Funds)        274,207             143,989              575,622        993,818             2.49%


     (b) FFL Capital Partners. FFL Capital Partners has the sole power to vote,
or direct the vote of, and to dispose, or direct the disposition of 976,157
shares of Common Stock.

     FFL Executive Partners. FFL Executive Partners has the sole power to vote,
or direct the vote of, and to dispose, or direct the disposition of 17,661
shares of Common Stock.

     FFL GP. FFL GP may be deemed to have the power to vote, and direct the
vote of, or to dispose, or direct the disposition of, the 993,818 shares of
Common Stock owned by FFL GP, as the general partner of each of the FFL Funds.
FFL GP disclaims beneficial ownership of any shares of Common Stock owned by
the FFL Funds, except to the extent of its pecuniary interest therein, if any.

     The Managing Members. The Managing Members may be deemed to have the power
to vote, and direct the vote of, or to dispose, or direct the disposition of,
the 993,818 shares of Common Stock owned by the FFL Funds as managing members
of FFL GP. Each of the Managing Members disclaims beneficial ownership of any
shares of Common Stock owned by the FFL Funds, except to the extent of his
pecuniary interest therein, if any.

     (c) Except as otherwise described herein or in any Exhibit filed herewith,
to the knowledge of the Reporting Persons, none of the persons named in
response to paragraph (a) above has effected any transaction in shares of
Common Stock (or in Common Stock equivalents) during the past 60 days.

     (d) The FFL Funds ceased to be the beneficial owner of more than five
percent of the outstanding shares of Common Stock on March 10, 2005.



ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER

     Reference is hereby made to the information disclosed under Items 3 and 4
of the Schedule 13D, Schedule 13D/A (No. 1), Schedule 13D/A (No. 2) and Schedule
13D/A (No. 3) and is incorporated by reference in response to this Item 6.


ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

Exhibit 1 -    Which was previously filed, is the Certificate of Designations
               of 7.5% Convertible Series A Preferred Stock (incorporated by
               reference to the Issuer's Form 8-K filed with the SEC on June
               18, 2002).

Exhibit 2 -    Which was previously filed, is the Form of 7.5% Convertible
               Subordinated Notes Due 2010 (incorporated by reference to the
               Issuer's Form 8-K filed with the SEC on June 18, 2002).

Exhibit 3 -    Which was previously filed, is the Credit Agreement, dated as of
               February 14, 2003, made by the Issuer, the Lenders (as defined
               therein) and Wells Fargo Bank, National Association
               (incorporated by reference to the Issuer's Form 10-Q filed with
               the SEC on March 17, 2003).

Exhibit 4 -    Which was previously filed, is the Form of Stock Purchase
               Warrant (incorporated by reference to the Issuer's Form 8-K
               filed with the SEC on June 18, 2002).

Exhibit 5 -    Which was previously filed, is the Investor Rights Agreement,
               dated as of June 13, 2002, made by and among the Issuer and the
               FFL Funds (incorporated by reference to the Issuer's Form 8-K
               filed with the SEC on June 18, 2002).

Exhibit 6 -    Form of Forward Sale Contracts, dated March 15, 2005, by and
               between FFL Funds and Credit Suisse First Boston International.




                                   SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


                                       INVESTORS:

Dated:  March 15, 2005                 Friedman Fleischer & Lowe CAPITAL
                                       PARTNERS, L.P.

                                       By: Friedman Fleischer & Lowe GP, LLC,
                                           its general partner


                                       By: /s/ David Lowe
                                       Name: David Lowe
                                       Title:  Senior Managing Member


Dated:  March 15, 2005                 FFL Executive Partners, L.P.

                                       By: Friedman Fleischer & Lowe GP, LLC,
                                           its general partner


                                       By: /s/  David Lowe
                                       Name: David Lowe
                                       Title:  Senior Managing Member


                                 EXHIBIT INDEX


Exhibit        Description

1              Certificate of Designations of 7.5% Convertible Series A
               Preferred Stock (incorporated by reference to the Issuer's Form
               8-K filed with the SEC on June 18, 2002)

2              Form of 7.5% Convertible Subordinated Notes Due 2010
               (incorporated by reference to the Issuer's Form 8-K filed with
               the SEC on June 18, 2002).

3              Credit Agreement, dated as of February 14, 2003, made by the
               Issuer, the Lenders (as defined therein) and Wells Fargo Bank,
               National Association (incorporated by reference to the Issuer's
               Form 10-Q filed with the SEC on March 17, 2003).

4              Form of Stock Purchase Warrant (incorporated by refer
ence to the
               Issuer's Form 8 K filed with the SEC on June 18, 2002).

5              Investor Rights Agreement, dated as of June 13, 2002, made by
               and among the Issuer and the FFL Funds (incorporated by
               reference to the Issuer's Form 8-K filed with the SEC on June
               18, 2002).

6              Form of Forward Sale Contracts, dated March 15, 2005, by and
               between FFL Funds and Credit Suisse First Boston International.



                                                                       EXHIBIT 6

------------------------------------------------------------------------------
PREPAID FORWARD TRANSACTION
------------------------------------------------------------------------------

                                                                March 15, 2005

Friedman Fleischer & Lowe Capital Partners, L.P.
One Maritime Plaza, Suite 1000
San Francisco, CA  94111

Credit Suisse First Boston International
One Cabot Square
London E14 4QJ


External ID: 9183174    - Risk ID:  40063498

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

Dear Sir or Madam,

The purpose of this letter agreement (this "CONFIRMATION") is to confirm the
terms and conditions of the Transaction entered into between us on the Trade
Date specified below (the "TRANSACTION"). This Confirmation constitutes a
"Confirmation" as referred to in the Agreement specified below.

In this Confirmation, "CSFB" means Credit Suisse First Boston International,
"COUNTERPARTY" means Friedman Fleischer & Lowe Capital Partners, L.P. and
"AGENT" means Credit Suisse First Boston LLC, solely in its capacity as agent
for CSFB and Counterparty.

1.   The definitions and provisions contained in the 2000 ISDA Definitions (the
     "2000 DEFINITIONS") and the 2002 ISDA Equity Derivatives Definitions (the
     "2002 Definitions" and, together with the 2000 Definitions, the
     "DEFINITIONS"), each as published by the International Swaps and
     Derivatives Association, Inc. ("ISDA"), are incorporated into this
     Confirmation. In the event of any inconsistency between the 2000
     Definitions and the 2002 Definitions, the 2002 Definitions will govern. In
     the event of any inconsistency between the Definitions and this
     Confirmation, this Confirmation will govern. The Transaction shall be
     deemed to be a Share Forward Transaction within the meaning set forth in
     the Equity Definitions.

     This Confirmation shall supplement, form a part of and be subject to an
     agreement (the "AGREEMENT") in the form of the 1992 ISDA Master Agreement
     (Multicurrency - Cross Border) (the "ISDA FORM"), as published by the
     International Swaps and Derivatives Association, Inc., as if CSFB and
     Counterparty had executed the ISDA Form (without any Schedule thereto) on
     the date hereof. All provisions contained in the Agreement are
     incorporated into and shall govern this Confirmation except as expressly
     modified below. This Confirmation evidences a complete and binding
     agreement between you and us as to the terms of the Transaction and
     relates and replaces any previous agreement between us with respect to the
     subject matter hereof, including the agreement entitled "Physically
     Settled Forward Contract on Korn Ferry 7.5% Convertible Subordinated Note
     Executable Terms as of March 10, 2005" (the "TERM SHEET"). This
     Confirmation, together with all other confirmations or agreements between
     us referencing the ISDA Form, shall be deemed to supplement, form part of
     and be subject to the same, single Agreement.

     If there exists any ISDA Master Agreement between CSFB and Counterparty or
     any confirmation or other agreement between CSFB and Counterparty pursuant
     to which an ISDA Master Agreement is deemed to exist between CSFB and
     Counterparty, then notwithstanding anything to the contrary in such ISDA
     Master Agreement, such confirmation or agreement or any other agreement to
     which CSFB and Counterparty are parties, this Transaction shall not be



     considered a Transaction under, or otherwise governed by, such existing or
     deemed ISDA Master Agreement.

2.   The terms of the particular Transaction to which this Confirmation relates
     are as follows:


                                              
     General Terms:

          Trade Date:                                  March 10, 2005

          Seller:                                      Counterparty

          Buyer:                                       CSFB

          Securities:                                  7.5% Convertible Subordinated Notes due
                                                       2010 of Korn/Ferry International (the
                                                       "ISSUER").

          Number of Securities:                        $12,491,530.97 aggregate principal
                                                       amount as of the Trade Date; the Number of
                                                       Securities shall be increased to reflect any
                                                       payments of interest  thereon in additional
                                                       Securities;further, in the event of any
                                                       exchange, substitution, redemption,
                                                       repurchase or similar transaction (whether in
                                                       whole or in part) with respect to the Number
                                                       of Securities pursuant to the terms thereof
                                                       and the instruments governing them or
                                                       applicable law, the Number of Securities
                                                       shall consist of any and all property
                                                       received upon such  transaction and any
                                                       remaining Securities, as determined by the
                                                       Calculation Agent.

          Shares                                       Common stock of the Issuer (Exchange
                                                       Symbol: "KFY")

          Number of Shares:                            the number of Shares into which the Number
                                                       of Securities is convertible (1,225,861.72 as
                                                       of the Trade Date); provided, however, that
                                                       any references to Number of Shares to be



                                                       Delivered shall be to the Number of
                                                       Securities

          Prepayment:                                  Applicable

          Prepayment Date:                             The later of (i) March 15, 2005 and (ii)
                                                       the earliest date on which all conditions
                                                       to CSFB's obligation to pay the  Prepayment
                                                       Amount have been satisfied, provided,
                                                       however, that in the case of (ii)  above,
                                                       if such conditions were not satisfied by
                                                       12:00 p.m. New York City time on such
                                                       date, then the Prepayment Date would be
                                                       the following Business Day

          Conditions to CSFB's Obligation
          to Pay Prepayment Amount:                    It shall be a condition to CSFB's obligation
                                                       to pay any Prepayment Amount hereunder
                                                       on any Prepayment Date that Counterparty
                                                       shall have performed its obligations under
                                                       paragraphs 4(a)-"Delivery of Collateral"
                                                       and 5-"Agreements to Deliver Documents",
                                                       below.

          Prepayment Amount:                           USD 24,799,182.68

          Variable Obligation:                         Not applicable

          Exchange:                                    The New York Stock Exchange

          Related Exchange(s):                         All Exchanges

     Settlement Terms:

          Physical Settlement:                         Applicable

          Settlement Method Election:                  Not applicable

          Settlement Date                              2 years from the Trade Date, provided that
                                                       CSFB may elect to accelerate the Settlement
                                                       Date at anytime upon 1 Business Day's
                                                       notice and take immediate delivery of the
                                                       Number of Securities.

          Automatic Physical Settlement:               If (x) by 10:00  A.M., New York City time,
                                                       on the Settlement Date, Counterparty has
                                                       not otherwise effected delivery of the
                                                       Number of Shares to be Delivered and (y)
                                                       the Representation and Agreement set forth



                                                       in Section 9.11 of the 2002 Definitions
                                                       are true and satisfied (or, at the
                                                       absolute discretion of CSFB, such
                                                       Representation and Agreement are not true
                                                       or satisfied) with respect to the
                                                       collateral then held hereunder by or on
                                                       behalf of CSFB, then the delivery required
                                                       by Section 9.2 of the Equity Definitions
                                                       shall be effected, in whole or in part, as
                                                       the case may be, by delivery from the
                                                       Collateral Account (as defined  below under
                                                       "Collateral") to CSFB of the Number of
                                                       Securities.

          Settlement Currency:                         USD

     Interest and Other Payments:

          Payment Obligation by Counterparty:          Counterparty shall immediately upon receipt
                                                       thereof pay to CSFB any and all interest,
                                                       distributions, coupons and other payments
                                                       (other than interest payments in kind which
                                                       shall be added to the Number of Securities
                                                       and the Collateral) received in respect of the
                                                       Securities.

     Sections 11 and 12 of the
     2002 Definitions:                                 Not Applicable

     Non-Reliance:                                     Applicable

     Agreements and Acknowledgments
     Regarding Hedging Activities:                     Applicable

     Additional Acknowledgments:                       Applicable

     Credit Support Documents:                         Section 4 shall be a Credit Support
                                                       Document under the Agreement with respect
                                                       to Counterparty.

                                                       Guarantee dated May 16, 2001 made by
                                                       Credit Suisse First Boston (USA), Inc., a
                                                       Delaware corporation, in favor of each and
                                                       every counterparty to one or more Financial
                                                       Transactions (as defined therein) with CSFB
                                                       shall be a Credit Support Document under
                                                       the Agreement with respect to CSFB.

     Account Details:




          Payments to CSFB:                            To be advised under separate cover prior to
                                                       the Trade Date

          Payments to Counterparty:                    Bank: Bank of America
                                                       Address:  345 Montgomery Street
                                                         Concourse Level
                                                         San Francisco, CA  94104
                                                       ABA #:  121-000-358
                                                       Account #:  14994-05999
                                                       Account Name:  Friedman Fleischer & Lowe
                                                        Capital Partners, L.P.

          Delivery of Securities/Shares to CSFB:       To be advised

          Calculation Agent:                           CSFB. The Calculation Agent will have no
                                                       responsibility for good faith errors or
                                                       omissions in any determination under the
                                                       Transaction.


3.   Other Provisions:

          ADDITIONAL REPRESENTATIONS AND WARRANTIES OF COUNTERPARTY:

               Counterparty hereby represents and warrants to CSFB as of the
               date hereof that:

               1.   From the date three months prior to the date of the Term
                    Sheet, neither Counterparty nor any person who would be
                    considered to be the same "person" as Counterparty or
                    "acting in concert" with Counterparty (as such terms are
                    used in clauses (a)(2) and (e)(3)(vi) of Rule 144 under the
                    Securities Act of 1933, as amended (the "SECURITIES ACT"))
                    has, without the written consent of CSFB, sold any Shares
                    or hedged (through swaps, options, short sales or
                    otherwise) any long position in the Shares. Counterparty
                    does not know or have any reason to believe that the Issuer
                    has not complied with the reporting requirements contained
                    in Rule 144(c)(1) under the Securities Act. Shares of
                    common stock of the Issuer issuable upon conversion of the
                    Securities would, upon sale of such shares, be considered
                    securities "acquired from the issuer for a consideration
                    consisting solely of other securities of the same issuer
                    surrendered for conversion" for the purposes of Rule 144.

               2.   Counterparty is an "eligible contract participant" as such
                    term is defined in Section 1(a)(12) of the Commodity
                    Exchange Act, as amended.




               3.   Counterparty was not on the Trade Date, and is not
 on the
                    date hereof, in possession of any material non-public
                    information regarding the Issuer. None of the transactions
                    contemplated herein will violate any corporate policy of
                    the Issuer or other rules or regulations of the Issuer
                    applicable to Counterparty or its affiliates, including,
                    but not limited to, the Issuer's window period policy.

               4.   On the Trade Date, Counterparty filed, in the manner
                    contemplated by Rule 144(h) under the Securities Act, a
                    notice on Form 144 relating to the Transaction contemplated
                    hereby in form and substance that CSFB has informed
                    Counterparty is acceptable to CSFB.

               5.   All representations and warranties of Counterparty
                    contained in the Term Sheet were true and correct as of the
                    times such representations and warranties were made or
                    repeated or deemed to be made or repeated under the Term
                    Sheet and Counterparty has performed all of the covenants
                    and obligations to be performed by Counterparty on or prior
                    to the date hereof under the Term Sheet.

               6.   Counterparty is not and, after giving effect to the
                    transactions contemplated hereby, will not be an
                    "investment company" as such term is defined in the
                    Investment Company Act of 1940, as amended.

               7.   Counterparty is, and shall be as of the date of any payment
                    or delivery by Counterparty hereunder, solvent and able to
                    pay its debts as they come due, with assets having a fair
                    value greater than liabilities and with capital sufficient
                    to carry on the businesses in which it engages.

               8.   Counterparty's holding period (calculated in accordance
                    with Rule 144(d) under the Securities Act) with respect to
                    the Initial Pledged Items commenced on June 13, 2002.
                    Counterparty agrees that Counterparty has not (i) created
                    or permitted to exist any Lien (other than the Security
                    Interests) or any Transfer Restriction (other than the
                    Existing Transfer Restrictions) upon or with respect to the
                    Collateral, (ii) sold or otherwise disposed of, or granted
                    any option with respect to, any of the Collateral or (iii)
                    entered into or consented to any agreement (other than, in
                    the case of clause (x), this Confirmation) (x) that
                    restricts in any manner the rights of any present or future
                    owner of any Collateral with respect thereto or (y)
                    pursuant to which any person other than Counterparty, CSFB
                    and any securities intermediary through whom any of the
                    Collateral is held (but in the case of any such securities
                    intermediary only in respect of Collateral held through it)
                    has or will have Control in respect of any Collateral.
                    "CONTROL" means "control" as defined in Section 8-106 and
                    9-106 of the Uniform Commercial Code as in effect in the
                    State of New York ("UCC").

               9.   Other than financing statements or other similar or
                    equivalent documents or instruments with respect to the
                    Security Interests, no financing statement, security



                    agreement or similar or equivalent document or instrument
                    covering all or any part of the Collateral is on file or of
                    record in any jurisdiction in which such filing or
                    recording would be effective to perfect a lien, security
                    interest or other encumbrance of any kind on such
                    Collateral.

               10.  All Collateral consisting of securities and all financial
                    assets underlying Collateral consisting of security
                    entitlements (each as defined in Section 8-102 of the UCC)
                    at any time pledged hereunder is and will be issued by an
                    issuer organized under the laws of the United States, any
                    State thereof or the District of Columbia and is and will
                    be (i) certificated (and the certificate or certificates in
                    respect of such securities or financial assets are and will
                    be located in the United States) and registered in the name
                    of Counterparty or held through a securities intermediary
                    whose securities intermediary's jurisdiction (within the
                    meaning of Section 8-110(e) of the UCC) is located in the
                    United States or (ii) uncertificated and either registered
                    in the name of Counterparty or held through a securities
                    intermediary whose securities intermediary's jurisdiction
                    (within the meaning of Section 8-110(e) of the UCC) is
                    located in the United States; provided that this
                    representation shall not be deemed to be breached if, at
                    any time, any such Collateral is issued by an issuer that
                    is not organized under the laws of the United States, any
                    State thereof or the District of Columbia, and the parties
                    hereto agree to procedures or amendments hereto necessary
                    to enable CSFB to maintain a valid and continuously
                    perfected security interest in such Collateral, in respect
                    of which CSFB will have Control, subject to no prior Lien.
                    The parties hereto agree to negotiate in good faith any
                    such procedures or amendments.

               11.  Counterparty's "location" (as defined in Section 9-307 of
                    UCC) is the state of Delaware. The following is the mailing
                    address, county and state of each chief executive office
                    not at such "location" maintained by Counterparty at any
                    time during the past five years: One Maritime Plaza, Suite
                    1000, San Francisco, CA 94111.

          REPRESENTATIONS, WARRANTIES AND COVENANTS OF CSFB:

               1.   CSFB represents to Counterparty that an affiliate of CSFB
                    (the "CSFB AFFILIATE") is registered as a broker and a
                    dealer with the Securities and Exchange Commission and is a
                    "market maker" or a "block positioner", as such terms are
                    used in Rule 144 under the Securities Act, with respect to
                    the Shares.

               2.   CSFB agrees that CSFB Affiliate shall, as promptly as
                    practicable consistent with market conditions, introduce
                    into the public market a quantity of securities of the same
                    class as the Shares equal to the Number of Shares.

          U.S. PRIVATE PLACEMENT REPRESENTATIONS:

               Each of CSFB and Counterparty hereby represents and warrants to
               the other party as of the date hereof that:




               1.   It is an "accredited investor" (as defined in Regulation D
                    under the Securities Act) and has such knowledge and
                    experience in financial and business matters as to be
                    capable of evaluating the merits and risks of the
                    Transaction, and it is able to bear the economic risk of
                    the Transaction.

               2.   It is entering into the Transaction for its own account and
                    not with a view to the distribution or resale of the
                    Transaction or its rights thereunder except pursuant to a
                    registration statement declared effective under, or an
                    exemption from the registration requirements of, the
                    Securities Act.

          COVENANTS OF COUNTERPARTY:

               Counterparty agrees that each of Counterparty and its affiliates
               will comply with all applicable disclosure or reporting
               requirements in respect of the Transaction, including, without
               limitation, any requirement imposed by Section 13 or Section 16
               of the Securities and Exchange Act of 1934, as amended, if any,
               and Counterparty will provide CSFB with a copy of any report
               filed in respect of the Transaction promptly upon filing
               thereof.

          BINDING COMMITMENT/FINAL AGREEMENT:

               The parties intend that this Confirmation constitutes a "Final
               Agreement" as described in the letter dated December 14, 1999
               submitted by Robert W. Reeder and Alan L. Beller to Michael
               Hyatte of the staff of the Securities and Exchange Commission
               (the "STAFF") to which the Staff responded in an interpretative
               letter dated December 20, 1999.


          PAYMENTS ON EARLY TERMINATION:

               Upon the occurrence or effective designation of an Early
               Termination Date in respect of the Transaction (an "EARLY
               TERMINATION EVENT"), if Counterparty would owe any amount to
               CSFB pursuant to Section 6(d)(ii) of the Agreement (determined
               as if the Transaction were the only Transaction under the
               Agreement) (any such amount, a "COUNTERPARTY PAYMENT AMOUNT" and
               any Early Termination Event that would so result in Counterparty
               owing any such amount, a "COUNTERPARTY PAYMENT EVENT"), then,
               except to the extent that CSFB proceeds to realize upon the
               Collateral and to apply the proceeds of such realization to any
               obligation of Counterparty hereunder and under the Agreement:

               (i)  on the date on which any Counterparty Payment Amount is
                    due, in lieu of any payment or delivery of such
                    Counterparty Payment Amount, Counterparty shall deliver to
                    CSFB the Number of Securities; and

               (ii) for purposes of determining any Loss under Section 6(e) of
                    the Agreement in respect of any other Transactions under
                    the Agreement, the Transaction shall be deemed not to be a
                    Transaction under the Agreement; provided that, for the
                    avoidance of doubt, if Counterparty fails to deliver
                    Securities pursuant to clause (i) above at the time



                    required, then the Transaction (including such delivery
                    obligation) shall be included for the purpose of
                    determining CSFB's Loss for all Transactions (including the
                    Transaction) under the Agreement.

          SECURITIES CONTRACT:

               The parties hereto acknowledge and agree that each of CSFB and
               the Custodian is a "stockbroker" within the meaning of Section
               101 (53A) of Title 11 of the United States Code (the "BANKRUPTCY
               CODE") and that the Custodian is acting as agent and custodian
               for CSFB in connection with the Transaction and that CSFB is a
               "customer" of the Custodian within the meaning of Section 741(2)
               of the Bankruptcy Code. The parties hereto further recognize
               that the Transaction is a "securities contract", as such term is
               defined in Section 741(7) of the Bankruptcy Code, entitled to
               the protection of, among other provisions, Sections 555 and
               362(b)(6) of the Bankruptcy Code, and that each payment or
               delivery of cash, Shares or other property or assets hereunder
               is a "settlement payment" within the meaning of Section 741(8)
               of the Bankruptcy Code.

          ASSIGNMENT:

               The rights and duties under this Confirmation may not be
               assigned or transferred by any party hereto without the prior
               written consent of the other parties hereto, such consent not to
               be unreasonably withheld; provided that (i) CSFB may assign or
               transfer any of its rights or duties hereunder to any of its
               affiliates without the prior written consent of Counterparty and
               (ii) the Agent may assign or transfer any of its rights or
               duties hereunder without the prior written consent of the other
               parties hereto to any affiliate of Credit Suisse First Boston,
               so long as such affiliate is a broker-dealer registered with the
               Securities and Exchange Commission.

          NON-CONFIDENTIALITY:

               The parties hereby agree that (i) effective from the date of
               commencement of discussions concerning the Transaction,
               Counterparty and each of its employees, representatives, or
               other agents may disclose to any and all persons, without
               limitation of any kind, the tax treatment and tax structure of
               the Transaction and all materials of any kind, including
               opinions or other tax analyses, provided by CSFB and its
               affiliates to Counterparty relating to such tax treatment and
               tax structure; provided that the foregoing does not constitute
               an authorization to disclose the identity of CSFB or its
               affiliates, agents or advisers, or, except to the extent
               relating to such tax structure or tax treatment, any specific
               pricing terms or commercial or financial information, and (ii)
               CSFB does not assert any claim of proprietary ownership in
               respect of any description contained herein or therein relating
               to the use of any entities, plans or arrangements to give rise
               to a particular United States federal income tax treatment for
               Counterparty.




          MATTERS RELATING TO THE AGENT:

               (a) As a broker-dealer registered with the U.S. Securities and
               Exchange Commission ("SEC"), Credit Suisse First Boston LLC in
               its capacity as Agent will be responsible for (i) effecting this
               Transaction, (ii) issuing all required confirmations and
               statements to CSFB and Counterparty, (iii) maintaining books and
               records relating to this Transaction as required by Rules 17a-3
               and 17a-4 under the Securities Exchange Act of 1934 (the
               "Exchange Act") and (iv) unless otherwise requested by
               Counterparty, receiving, delivering, and safeguarding
               Counterparty's funds and any securities in connection with this
               Transaction, in compliance with Rule 15c3-3 under the Exchange
               Act.

               (b) Credit Suisse First Boston LLC is acting in connection with
               this Transaction solely in its capacity as Agent for CSFB and
               Counterparty pursuant to instructions from CSFB and Counterparty.
               Credit Suisse First Boston LLC shall have no responsibility or
               personal liability to CSFB or Counterparty arising from any
               failure by CSFB or Counterparty to pay or perform any obligations
               hereunder, or to monitor or enforce compliance by CSFB or
               Counterparty with any obligation hereunder, including without
               limitation, any obliga
tions to maintain collateral. Each of CSFB
               and Counterparty agrees to proceed solely against the other to
               collect or recover any securities or monies owing to it in
               connection with or as a result of this Transaction. Credit Suisse
               First Boston LLC shall otherwise have no liability in respect of
               this Transaction, except for its gross negligence or wilful
               misconduct in performing its duties as Agent.

               (c) Any and all notices, demands, or communications of any kind
               relating to this Transaction, including without limitation, any
               option exercise notice, between CSFB and Counterparty shall be
               transmitted exclusively through the Agent at the following
               address:

               Credit Suisse First Boston LLC
               Eleven Madison Avenue
               New York, NY 10010

               For payments and deliveries:
               Telephone No.: (212) 538-9810
               Facsimile No.: (212) 325-8175

               For all other communications:
               Telephone No.: 212-538-4437 / 212-538-8297 / 212-325-5119
               Facsimile No.: (917) 326-8603

               (d) The date and time of the Transaction evidenced hereby will be
               furnished by the Agent to CSFB and Counterparty upon written
               request.

               (e) The Agent will furnish to Counterparty upon written request a
               statement as to the source and amount of any remuneration
               received or to be received by the Agent in connection with the
               Transaction evidenced hereby.

               (f) CSFB is aware of and agrees to be bound by the rules of the
               National Association of Securities Dealers, Inc. ("NASD")
               applicable to option trading and is aware of and agrees not to
               violate, either alone or in concert with others, the position or
               exercise limits established by the NASD.

          STAGGERED SETTLEMENT:

               If CSFB determines reasonably and in good faith that the Number
               of Shares to be Delivered to CSFB hereunder or, in receiving
               such Number of Shares to be Delivered, its "beneficial
               ownership" (within the meaning of Section 16 of the Exchange Act
               and rules promulgated thereunder) on the Settlement Date would
               exceed 9.9% of all outstanding Shares, then CSFB may, by notice
               to Counterparty on or prior to the Settlement Date (a "NOMINAL
               SETTLEMENT DATE"), elect to receive the Number of Shares to be
               Delivered on two or more dates (each, a "STAGGERED SETTLEMENT
               DATE") as follows:

               (a) in such notice, CSFB will specify to Counterparty the
               related Staggered Settlement Dates (the first of which will be
               such Nominal Settlement Date and the last of which will be no
               later than the twentieth (20th) Exchange Business Day following
               such Nominal Settlement Date) and the related portion of the
               Number of Shares to be Delivered on each Staggered Settlement
               Date; and

               (b) the aggregate number of Shares that Counterparty will
               deliver to CSFB hereunder on all such Staggered Settlement Dates
               will equal the Number of Shares to be Delivered that
               Counterparty would otherwise be required to deliver on such
               Nominal Settlement Date.

               Notwithstanding anything herein to the contrary, to the extent
               Counterparty receives or is entitled to receive any distribution
               or payment in respect of Shares by reason of Counterparty's
               being a holder of record of such Shares on any date after the
               Nominal Settlement Date but for the provisions of the foregoing,
               Counterparty shall deliver such distribution or payment to CSFB
               at the time Counterparty delivers to CSFB the related portion of
               the Number of Shares to be Delivered in accordance with the
               foregoing, if such distribution or payment has already been
               received by Counterparty at such time, or within a reasonable



               period of time following Counterparty's receipt of the
               distribution or payment, if such distribution or payment has not
               been already received by Counterparty at the time Counterparty
               delivers the related portion of the Number of Shares to be
               Delivered in accordance with the foregoing.

4.   Collateral Provisions:

     Counterparty has granted to CSFB a security interest in the Initial
     Pledged Items to secure Counterparty's obligations under the Term Sheet
     and the Transaction. Counterparty and CSFB now wish to (i) set forth
     additional understandings and agreements relating to such security
     interest and (ii) confirm, on the terms set forth herein, the continuation
     of such security interest.

  A. DELIVERY OF COLLATERAL:

     As soon as practicable after the Trade Date, Counterparty shall deliver to
     CSFB in pledge hereunder, Eligible Collateral consisting of the Number of
     Securities (the "INITIAL PLEDGED ITEMS"). "ELIGIBLE COLLATERAL" means
     Securities; provided that Counterparty has good and marketable title
     thereto, free of all of any and all lien, mortgage, interest, pledge,
     charge or encumbrance of any kind (other than the security interests in
     the Collateral created hereby, a "LIEN") and Transfer Restrictions (other
     than the Existing Transfer Restrictions) and that CSFB has a valid, first
     priority perfected security interest therein, a first lien thereon and
     Control with respect thereto. "TRANSFER RESTRICTION" means, with respect
     to any item of collateral pledged hereunder, any condition to or
     restriction on the ability of the owner thereof to sell, assign or
     otherwise transfer such item of collateral or enforce the provisions
     thereof or of any document related thereto whether set forth in such item
     of collateral itself or in any document related thereto, including,
     without limitation, (i) any requirement that any sale, assignment or other
     transfer or enforcement of such item of collateral be consented to or
     approved by any Person, including, without limitation, the issuer thereof
     or any other obligor thereon, (ii) any limitations on the type or status,
     financial or otherwise, of any purchaser, pledgee, assignee or transferee
     of such item of collateral, (iii) any requirement of the delivery of any
     certificate, consent, agreement, opinion of counsel, notice or any other
     document of any Person to the issuer of, any other obligor on or any
     registrar or transfer agent for, such item of collateral, prior to the
     sale, pledge, assignment or other transfer or enforcement of such item of
     collateral and (iv) any registration or qualification requirement or
     prospectus delivery requirement for such item of collateral pursuant to
     any federal, state or foreign securities law (including, without
     limitation, any such requirement arising under Section 5 of the Securities
     Act as a result of such security being a "restricted security" or
     Counterparty being an "affiliate" of the issuer of such security, as such
     terms are defined in Rule 144 under the Securities Act, or as a result of
     the sale of such security being subject to paragraph (c) of Rule 145 under
     the Securities Act); provided that the required delivery of any
     assignment, instruction or entitlement order from the seller,
     Counterparty, assignor or transferor of such item of collateral, together
     with any evidence of the corporate or other authority of such Person,
     shall not constitute a "Transfer Restriction". "EXISTING TRANSFER
     RESTRICTIONS" means Transfer Restrictions existing with respect to any
     securities by virtue of the fact that Counterparty is an "affiliate",
     within the meaning of Rule 144 under the Securities Act, of the Issuer.
     "PERSON" means an individual, a corporation, a limited liability company,



     a partnership, an association, a trust or any other entity or
     organization, including a government or political subdivision or an agency
     or instrumentality thereof.

     Any delivery of any securities or security entitlements (each as defined
     in Section 8-102 of the UCC) as Collateral to CSFB by Counterparty shall
     be effected (A) in the case of Collateral consisting of certificated
     securities registered in the name of Counterparty, by delivery of
     certificates representing such securities to the Custodian, accompanied by
     any required transfer tax stamps, and in suitable form for transfer by
     delivery or accompanied by duly executed instruments of transfer or
     assignment in blank, with signatures appropriately guaranteed, all in form
     and substance satisfactory to CSFB, and the crediting by the Custodian of
     such securities to a securities account (as defined in Section 8-501 of
     the UCC) (the "COLLATERAL ACCOUNT") of CSFB maintained by the Custodian,
     (B) in the case of Collateral consisting of uncertificated securities
     registered in the name of Counterparty, by transmission by Counterparty of
     an instruction to the issuer of such securities instructing such issuer to
     register such securities in the name of the Custodian or its nominee,
     accompanied by any required transfer tax stamps, the issuer's compliance
     with such instructions and the crediting by the Custodian of such
     securities to the Collateral Account, (C) in the case of securities in
     respect of which security entitlements are held by Counterparty through a
     securities intermediary, by the crediting of such securities, accompanied
     by any required transfer tax stamps, to a securities account of the
     Custodian at such securities intermediary or, at the option of CSFB, at
     another securities intermediary satisfactory to CSFB and the crediting by
     the Custodian of such securities to the Collateral Account or (D) in any
     case, by complying with such alternative delivery instructions as CSFB
     shall provide to Counterparty in writing. "CUSTODIAN" means Credit Suisse
     First Boston LLC, or any other custodian appointed by CSFB and identified
     to Counterparty.

  B. GRANT OF SECURITY INTERESTS IN THE COLLATERAL:

     In order to secure the full and punctual observance and performance of the
     covenants and agreements contained in this Confirmation and in the
     Agreement, Counterparty hereby assigns and pledges to CSFB, and grants to
     CSFB, as secured party, security interests in and to, and a lien upon and
     right of set-off against, and transfers to CSFB, as and by way of a
     security interest having priority over all other security interests, with
     power of sale, all of Counterparty's right, title and interest in and to
     (i) the Initial Pledged Items; (ii) all additions to and substitutions for
     the Initial Pledged Items (including, without limitation, any securities,
     instruments or other property delivered or pledged hereunder) (such
     additions and substitutions, the "ADDITIONS AND SUBSTITUTIONS"); (iii) the
     Collateral Account of CSFB maintained by the Custodian and all securities
     and other financial assets (each as defined in Section 8-102 of the UCC)
     and other funds, property or assets from time to time held therein or
     credited thereto; and (iv) other than the payments made to CSFB pursuant
     to the provision entitled "Payment Obligation by Counterparty" of
     paragraph 2 of this Confirmation, all income, proceeds and collections
     received or to be received, or derived or to be derived, at the time that
     the Initial Pledged Items were delivered to the Custodian or any time
     thereafter (whether before or after the commencement of any proceeding
     under applicable bankruptcy, insolvency or similar law, by or against
     Counterparty, with respect to Counterparty) from or in connection with the
     Initial Pledged Items or the Additions and Substitutions (collectively,
     the "COLLATERAL"). The parties hereto expressly agree that all rights,



     assets and property at any time held in or credited to the Collateral
     Account shall be treated as financial assets (as defined in Section 8-102
     of the UCC).

  C. CERTAIN COVENANTS OF COUNTERPARTY RELATING TO THE COLLATERAL:

     Counterparty agrees that, so long as any of Counterparty's obligations
     under the Agreement remain outstanding:

     1.   Counterparty shall ensure at all times that a Collateral Event of
          Default shall not occur, and shall pledge additional Collateral in
          the manner described hereunder as necessary to cause such requirement
          to be met. "COLLATERAL EVENT OF DEFAULT" means, at any time, the
          occurrence of either of the following: (A) failure of the Collateral
          to include, as Eligible Collateral, the Number of Securities or (B)
          failure at any time of the security interests in the Collateral
          created hereby to constitute valid and perfected security interests
          in all of the Collateral, subject to no prior, equal or junior Lien,
          and, with respect to any Collateral consisting of securities or
          security entitlements (each as defined in Section 8-102 of the UCC),
          as to which CSFB has Control, or, in each case, assertion of such by
          Counterparty in writing.

     2.   Counterparty shall, at its own expense and in such manner and form as
          CSFB may require, give, execute, deliver, file and record any
          financing statement, notice, instrument, document, agreement or other
          papers that may be necessary or desirable in order to (i) create,
          preserve, perfect, substantiate or validate any security interest
          granted pursuant hereto, (ii) create or maintain Control with respect
          to any such security interests in any investment property (as defined
          in Section 9-102(a) of the UCC) or (iii) enable CSFB to exercise and
          enforce its rights hereunder with respect to such security interest.

     3.   Counterparty shall warrant and defend Counterparty's title to the
          Collateral, subject to the rights of CSFB, against the claims and
          demands of all persons. CSFB may elect, but without an obligation to
          do so, to discharge any Lien of any third party on any of the
          Collateral.

     4.   Counterparty agrees that Counterparty shall not change (i)
          Counterparty's name in any manner or (ii) Counterparty's "location"
          (as defined in Section 9-307 of UCC), unless Counterparty shall have
          given CSFB not less than 10 days' prior notice thereof.

     5.   Counterparty agrees that Counterparty has not and shall not (i)
          create or permit to exist any Lien (other than the security interests
          in the Collateral created hereby) or any Transfer Restriction upon or
          with respect to the Collateral, (ii) sell or otherwise dispose of, or
          grant any option with respect to, any of the Collateral or (iii)
          enter into or consent to any agreement (x) that restricts in any
          manner the rights of any present or future owner of any Collateral
          with respect thereto (other than this Confirmation) or (y) pursuant
          to which any person other than Counterparty, CSFB and any securities
          intermediary through whom any of the Collateral is held (but in the
          case of any such securities intermediary only in respect of
          Collateral held through it) has or will have Control in respect of
          any Collateral and represents that it has not previously created any



          such Lien, effected any such sale, disposition
 or grant or entered in
          or consented to any such agreement.

  D. ADMINISTRATION OF THE COLLATERAL AND VALUATION OF SECURITIES:

     1.   CSFB shall determine on each Business Day whether a Collateral Event
          of Default shall have occurred. If on any Business Day CSFB
          determines that a Collateral Event of Default shall have occurred,
          CSFB shall promptly notify Counterparty of such determination by
          telephone call to Counterparty followed by a written confirmation of
          such call. If on any Business Day CSFB determines that no Default
          Event or failure by Counterparty to meet any of Counterparty's
          obligations under "Certain Covenants of Counterparty relating to the
          Collateral" or under this section has occurred and is continuing,
          Counterparty may obtain the release from the security interests in
          the Collateral created hereby of any Collateral upon delivery to CSFB
          of a written notice from Counterparty indicating the items of
          Collateral to be released so long as, after such release, no
          Collateral Event of Default shall have occurred. "DEFAULT EVENT"
          means any Collateral Event of Default, any Event of Default with
          respect to Counterparty or any Termination Event with respect to
          which Counterparty is the Affected Party or an Affected Party or an
          Extraordinary Event that results in an obligation of Counterparty to
          pay an amount pursuant to Section 12.7 or Section 12.9 of the 2002
          Definitions.

     2.   Counterparty may pledge additional Eligible Collateral hereunder at
          any time by delivering the same pursuant to the provisions of
          "Delivery of Collateral" above. Concurrently with the delivery of any
          additional Eligible Collateral, Counterparty shall deliver to CSFB a
          certificate, dated the date of such delivery, (i) identifying the
          additional items of Eligible Collateral being pledged and (ii)
          certifying that with respect to such items of additional Eligible
          Collateral the representations and warranties contained in paragraph
          4.c.5. above are true and correct with respect to such Eligible
          Collateral on and as of the date thereof.

     3.   [RESERVED]

     4.   CSFB may at any time or from time to time, in its sole discretion,
          cause any or all of the Collateral that is registered in the name of
          Counterparty or Counterparty's nominee to be transferred of record
          into the name of the Custodian, CSFB or its nominee. Counterparty
          shall promptly give to CSFB copies of any notices or other
          communications received by Counterparty with respect to Collateral
          that is registered, or held through a securities intermediary, in the
          name of Counterparty or Counterparty's nominee and CSFB shall
          promptly give to Counterparty copies of any notices and
          communications received by CSFB with respect to Collateral that is
          registered, or held through a securities intermediary, in the name of
          Custodian, CSFB or its nominee.

     5.   Counterparty agrees that Counterparty shall forthwith upon demand pay
          to CSFB:

          (i)  the amount of any taxes that CSFB or the Custodian may have been
               required to pay by reason of the security interests in the
               Collateral created hereby or to free any of the Collateral from
               any Lien thereon; and




          (ii) the amount of any and all costs and expenses, including the fees
               and disbursements of counsel and of any other experts, that CSFB
               or the Custodian may incur in connection with (A) the
               enforcement of this pledge upon a Default Event, including such
               expenses as are incurred to preserve the value of the Collateral
               and the validity, perfection, rank and value of the security
               interests in the Collateral created hereby, (B) the collection,
               sale or other disposition of any of the Collateral pursuant to
               the terms and conditions of the Agreement, (C) the exercise by
               CSFB of any of the rights conferred upon it hereunder or (D) any
               Default Event.

          Any such amount not paid on demand shall bear interest (computed on
          the basis of a year of 360 days and payable for the actual number of
          days elapsed) at a rate per annum equal to 5% plus the prime rate as
          published from time to time in The Wall Street Journal, Eastern
          Edition.

  E. REHYPOTHECATION OF COLLATERAL:

     The parties hereto agree that CSFB may sell, lend, pledge, rehypothecate,
     assign, invest, use, commingle or otherwise dispose of, or otherwise use
     in its business any Collateral.

  F. INCOME AND VOTING RIGHTS IN COLLATERAL:

     Other than the payments made to CSFB pursuant to the provision entitled
     "Payment Obligation by Counterparty" of paragraph 2 of this Confirmation,
     CSFB shall have the right to receive and retain as Collateral hereunder
     all proceeds and interest of the Collateral (such proceeds as CSFB shall
     have the right to receive and retain at any time, "RETAINED PROCEEDS"),
     and Counterparty shall take all such action as CSFB shall deem necessary
     or appropriate to give effect to such right. All such Retained Proceeds
     that are received by Counterparty shall be received in trust for the
     benefit of CSFB and, if CSFB so directs, shall be segregated from other
     funds of Counterparty and shall, forthwith upon demand by CSFB, be
     delivered over to the Custodian on behalf of CSFB as Collateral in the
     same form as received (with any necessary endorsement).

     CSFB agrees that Counterparty shall have the right from the date hereof
     through the Settlement Date, and CSFB shall take all such action and
     provide all such assurances to the Counterparty as the Counterparty
     reasonably requests to give effect to such right, to vote and to give
     consents, ratifications and waivers, and to take any other actions with
     respect to any or all of the Collateral.


  G. REMEDIES UPON DEFAULT EVENTS:

     If any Default Event shall have occurred and be continuing, CSFB may
     exercise all the rights of a secured party under the UCC (whether or not
     in effect in the jurisdiction where such rights are exercised) and, in
     addition, without being required to give any notice, except as herein
     provided or as may be required by mandatory provisions of law, may sell
     all of the Collateral, or such lesser portion thereof as may be necessary
     to generate proceeds sufficient to satisfy in full all of the obligations
     of Counterparty under the Agreement or hereunder.




     Counterparty hereby irrevocably appoints CSFB as Counterparty's true and
     lawful attorney (which power of attorney is coupled with an interest),
     with full power of substitution, in the name of Counterparty, CSFB or
     otherwise, for the sole use and benefit of CSFB, but at the expense of
     Counterparty, to the extent permitted by law, to exercise, at any time and
     from time to time while a Default Event has occurred and is continuing,
     all or any of the following powers with respect to all or any of the
     Collateral:

     (i)   to demand, sue for, collect, receive and give acquittance for any
           and all monies due or to become due upon or by virtue thereof;

     (ii)  to settle, compromise, compound, prosecute or defend any action or
           proceeding with respect thereto;

     (iii) to sell, transfer, assign or otherwise deal in or with the same or
           the proceeds or avails thereof, as fully and effectually as if CSFB
           were the absolute owner thereof and in connection therewith, to make
           all necessary deeds, bills of sale, instruments of assignment,
           transfer or conveyance of the property, and all instructions and
           entitlement orders in respect of the property thus to be (or that is
           being or has been) sold, transferred, assigned or otherwise dealt
           in; and

     (iv)  to extend the time of payment of any or all thereof and to make any
           allowance and other adjustments with reference thereto;

     provided that CSFB shall give Counterparty not less than one day's prior
     written notice of the time and place of any sale or other intended
     disposition of any of the Collateral, except any Collateral that threatens
     to decline speedily in value, including, without limitation, equity
     securities, or is of a type customarily sold on a recognized market. CSFB
     and Counterparty agree that such notice constitutes "reasonable
     authenticated notification" within the meaning of Section 9-611(b) of the
     UCC.

  H. TERMINATION:

     The rights hereby granted by Counterparty in the Collateral shall cease,
     terminate and be void upon fulfillment of all of the obligations of
     Counterparty under this Confirmation. Any Collateral remaining at the time
     of such termination shall be fully released and discharged from the
     security interests in the Collateral created hereby and delivered to
     Counterparty by CSFB, all at the request and expense of Counterparty.

5.   The Agreement is further supplemented by the following provisions:

        TERMINATION PROVISIONS.

          1.   "SPECIFIED ENTITY" means in relation to CSFB and Counterparty,
               none.

          2.   The "DEFAULT UNDER SPECIFIED TRANSACTION" provision of Section
               5(a)(v) of the Agreement will not apply to CSFB and
               Counterparty.




          3.   The "CROSS DEFAULT" provision of Section 5(a)(vi) will not apply
               to CSFB and will apply to Counterparty.

          4.   The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv)
               will not apply to CSFB and Counterparty.

          5.   The "AUTOMATIC EARLY TERMINATION" provisions of Section 6(a)
               will not apply to CSFB and Counterparty.

          6.   PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e),
               Second Method and Loss will apply.

          7.   "TERMINATION CURRENCY" means United States Dollars.

          8.   NETTING. The provisions of Section 2(c) of the Agreement shall
               apply, provided that Section 2(c) shall be amended by deleting
               "and" at the end of clause (i) thereof and deleting clause (ii)
               thereof.

          9.   SET-OFF. In addition to and without limiting any rights of
               set-off that a party hereto may have as a matter of law,
               pursuant to contract or otherwise, upon the occurrence of an
               Early Termination Event, such Party ("PARTY X") shall have the
               right to terminate, liquidate and otherwise close out the
               transactions contemplated by this Confirmation pursuant to the
               terms hereof, and to set off any obligation that Party X or any
               affiliate of Party X may have to the other party ("PARTY Y")
               hereunder, thereunder or otherwise, including without limitation
               any obligation to make any release, delivery or payment to Party
               Y pursuant to this Confirmation or any other agreement between
               Party X or any of its affiliates and Party Y, against any right
               Party X or any of its affiliates may have against Party Y,
               including without limitation any right to receive a payment or
               delivery pursuant to this Confirmation or any other agreement
               between Party X or any of its affiliates and Party Y. In the
               case of a set-off of any obligation to release, deliver or pay
               assets against any right to receive assets of the same type,
               such obligation and right shall be set off in kind. In the case
               of a set-off of any obligation to release, deliver or pay assets
               against any right to receive assets of any other type, the value
               of each of such obligation and such right shall be determined by
               the Calculation Agent and the result of such set-off shall be
               that the net obligor shall pay or deliver to the other party an
               amount of cash or assets, at the net obligor's option, with a
               value (determined, in the case of a delivery of assets, by the
               Calculation Agent) equal to that of the net obligation. In
               determining the value of any obligation to release or deliver
               Shares or right to receive Shares, the value at any time of such
               obligation or right shall be determined by reference to the
               market value of the Shares at such time. If an obligation or
               right is unascertained at the time of any such set-off, the
               Calculation Agent may in good faith estimate the amount or value
               of such obligation or right, in which case set-off will be
               effected in respect of that estimate, and the relevant party
               shall account to the other party at the time such obligation or
               right is ascertained.




        TAX REPRESENTATIONS.  None.

        AGREEMENTS TO DELIVER DOCUMENTS. For the purpose of Sections 4(a)(i)
        and (ii), each of CSFB and Counterparty agrees to deliver the
        following documents, as applicable:

          1.   The Issuer shall have executed and delivered to CSFB, upon
               execution of this Confirmation, an Issuer Acknowledgement in the
               form attached as Annex A hereto.

          2.   Each of CSFB and Counterparty will deliver to the other party,
               upon execution of this Confirmation and upon request of such
               other party, evidence reasonably satisfactory to the other party
               as to the names, true signatures and authority of the officers
               or officials signing this Confirmation on its behalf.

          Such documents shall be covered by the representation set forth in
          Section 3(d).

        MISCELLANEOUS:

          1.   ADDRESSES FOR NOTICES. For the purpose of Section 12(a):

               Address for notices or communications to CSFB (other than by
               facsimile) (for all purposes):

               Address:           Credit Suisse First Boston International
                                  c/o Credit Suisse First Boston LLC
                                  11 Madison Avenue
                                  New York, NY  10010
                                  Attn:    Senior Legal Officer
                                  Tel:  (212) 538 4488
                                  Fax:  (212) 325 4585

               With a copy to:    Credit Suisse First Boston LLC
                                  1 Madison Avenue, 8th Floor
                                  New York, New York 10010

                                  For payments and deliveries:
                                  Attn:    Ricardo Harewood
                                  Tel:  (212) 538-9810
                                  Fax:  (212) 325- 8175


                                  For all other communications:
                                  Attn:    Joe Belnome / John Ryan
                                  Tel.:  (212) 538-1277 / (212) 325-8681
                                  Fax:   (212) 538-8898

               Designated responsible employee for the purposes of Section
               12(a)(iii):  Senior Legal Officer




               Address for notices or communications to Counterparty:

               Address:      Friedman Fleischer & Lowe Capital Partners, L.P.
                             One Maritime Plaza, Suite 1000, San Francisco,
                             CA  94111
               Attention:    Rajat Duggal
               Facsimile No.: (415) 402-2111    Telephone N
o.: (415) 402-2100

               With a copy to:

               Address:      Bingham McCutchen LLP
                             399 Park Avenue
                             New York, NY 10022
               Attention:    Neil Townsend
               Facsimile No.: (212) 702-3644  Telephone No.: (212) 318-7722

          2.   The date and time of the Transaction will be furnished by CSFB
               to Counterparty upon written request by Counterparty.

          3.   [RESERVED]

          4.   WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY WAIVES, TO THE
               FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
               HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR
               PROCEEDING RELATING TO THIS CONFIRMATION OR ANY CREDIT SUPPORT
               DOCUMENT. Each party (i) certifies that no representative, agent
               or attorney of the other party has represented, expressly or
               otherwise, that such other party would not, in the event of such
               a suit action or proceeding, seek to enforce the foregoing
               waiver and (ii) acknowledges that it and the other party have
               been induced to enter into this Confirmation by, among other
               things, the mutual waivers and certifications in this Section.

          5.   SERVICE OF PROCESS. The parties irrevocably consent to service
               of process given in the manner provided for notices in Section
               in paragraph 1 immediately above. Nothing in this Confirmation
               will affect the right of either party to serve process in any
               other manner permitted by law.

          6.   THE AGREEMENT AND EACH CONFIRMATION THEREUNDER WILL BE GOVERNED
               BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
               YORK WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE (PROVIDED THAT
               AS TO PLEDGED ITEMS LOCATED IN ANY JURISDICTION OTHER THAN THE
               STATE OF NEW YORK, CSFB SHALL, IN ADDITION TO ANY RIGHTS UNDER
               THE LAWS OF THE STATE OF NEW YORK, HAVE ALL OF THE RIGHTS TO
               WHICH A SECURED PARTY IS ENTITLED UNDER THE LAWS OF SUCH OTHER
               JURISDICTION). EACH PARTY HEREBY SUBMITS TO THE JURISDICTION OF
               THE COURTS OF THE STATE OF NEW YORK. THE PARTIES HERETO HEREBY
               AGREE THAT THE CUSTODIAN'S JURISDICTION, WITHIN THE MEANING OF



               SECTION 8-110(E) OF THE UCC, INSOFAR AS IT ACTS AS A SECURITIES
               INTERMEDIARY HEREUNDER OR IN RESPECT HEREOF, IS THE STATE OF NEW
               YORK.

          7.   This Confirmation is not intended and shall not be construed to
               create any rights in any person other than Counterparty, CSFB
               and their respective successors and assigns and no other person
               shall assert any rights as third-party beneficiary hereunder.
               Whenever any of the parties hereto is referred to, such
               reference shall be deemed to include the successors and assigns
               of such party. All the covenants and agreements herein contained
               by or on behalf of Counterparty and CSFB shall bind, and inure
               to the benefit of, their respective successors and assigns
               whether so expressed or not.

          8.   Any provision of this Confirmation may be amended or waived if,
               and only if, such amendment or waiver is in writing and signed,
               and in the case of an amendment, by Counterparty and CSFB or, in
               the case of a waiver, by the party against whom the waiver is to
               be effective.






Please confirm that the foregoing correctly sets forth the terms of our
agreement by signing and returning this Confirmation.



                               Yours faithfully,

                               CREDIT SUISSE FIRST BOSTON INTERNATIONAL


                               By:_____________________________
                               Name:
                               Title:



Confirmed as of the date first written above:

FRIEDMAN FLEISCHER & LOWE CAPITAL PARTNERS, L.P.

BY: FRIEDMAN FLEISCHER & LOWE GP, LLC, ITS GENERAL PARTNER


By:________________________________
Name:  David L. Lowe
Title:  Senior Managing Member


CREDIT SUISSE FIRST BOSTON LLC,
as Agent


By:________________________________
Name:
Title:



Our Reference Number: External ID: 9183174  / Risk ID:  40063498



                                                                   ANNEX A

                        [FORM OF ISSUER ACKNOWLEDGEMENT]

                                                                     [DATE]

Credit Suisse First Boston International
c/o Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, New York 10010

    Re:  PROPOSED TRANSACTION BY FRIEDMAN FLEISCHER & LOWE CAPITAL PARTNERS,
         L.P.

Ladies and Gentlemen:

     Korn/Ferry International (the "COMPANY") understands that Friedman
Fleischer & Lowe Capital Partners, L.P. ("COUNTERPARTY") proposes to enter into
a hedging transaction (the "TRANSACTION") with Credit Suisse First Boston
International ("CSFB") with respect to the 7.5% Convertible Subordinated Notes
due 2010 of the Company (the "CONVERTIBLE NOTES") convertible into shares of
common stock of the Company (the "COMMON STOCK"). Specifically, the Company
understands that Counterparty proposes to enter into a forward sale and
purchase transaction with CSFB, pursuant to which CSFB will pay cash to
Counterparty on or shortly after the date of execution of the Transaction and
Counterparty will deliver to CSFB on or about March 10, 2007 or such other date
specified by CSFB upon 1 Business Day's notice (the "SETTLEMENT DATE"),
$12,491,530.97 aggregate principal amount of Convertible Notes (subject to
applicable adjustments). In addition, the Company understands that Counterparty
initially will pledge $12,491,530.97 aggregate principal amount of Convertible
Notes owned by Counterparty to CSFB to secure Counterparty's obligations under
the Transaction (the "PLEDGE").

     The Company has no objection to the proposed Transaction or to the Pledge.
The Company confirms that the Transaction and the Pledge will not violate any
insider trading or other policy or rule of the Company.

     The Company agrees that if CSFB forecloses on the Convertible Notes, or
the Convertible Notes are transferred to CSFB pursuant to the terms of the
Transaction, that promptly, upon delivery to the Company or its transfer agent
of:

     (i)  any required tax stamps; and

     (ii) a duly executed notice of conversion (attached hereto as Exhibit 1)

the Company (x) will effect the conversion of such Convertible Notes without
any further action or delivery of any documents or instruments on the part of
CSFB or Counterparty and notwithstanding any policy or objection the Company
may have at the time that would otherwise prevent or delay any sale or transfer
of any shares of Common Stock or Convertible Notes by Counterparty at the time
of such foreclosure or transfer and (y) will instruct its transfer agent to
convert any such Convertible Notes held by CSFB in Pledge, in accordance with
the provisions of the Convertible Notes, into the such number of shares of
fully paid and non-assessable shares of Common Stock as provided for by the
terms of the Convertible Notes and issue shares of Common Stock without any
































                                      A-1


legends thereon that relate to restrictions on the disposition thereof under
the Securities Act of 1933 or otherwise register in such name or names as CSFB
shall request and deliver such shares directly to CSFB or its designee without
the return thereof to Counterparty.



                                       KORN/FERRY INTERNATIONAL


                                       By:  _______________________________
                                            Name:
                                            Title:




























































                                      A-2




                                                          EXHIBIT 1 TO ANNEX A


                         [FORM OF NOTICE OF CONVERSION]

                                                                        [DATE]


Korn/Ferry International
1800 Century Park East, Suite 900
Los Angeles, CA 90067
Attn:  Secretary

Ladies and Gentlemen:

     Please be advised that Friedman Fleischer & Lowe Capital Partners, L.P., a
Delaware limited partnership ("SELLER"), has entered into a Prepaid Forward
Confirmation (the "Agreement") dated as of March 15, 2005 with Credit Suisse
First Boston International ("BUYER"), by Credit Suisse First Boston LLC as its
agent (the "AGENT").

     Seller is the record holder of 7.5% Convertible Subordinated Notes due
2010 (evidenced by the certificates attached hereto, the "SECURITIES") of
Korn/Ferry International, a Delaware corporation (the "COMPANY"). The
Securities are convertible into shares of common stock ("COMMON STOCK") of the
Company. Seller and Buyer are willing to sell and purchase $12,491,530.97
aggregate principal amount of the Securities at the times and on the terms set
forth in the Agreement. Seller has agreed, pursuant to the Agreement, to grant
Buyer a security interest (the "PLEDGE") in Securities (the "PLEDGED
SECURITIES") to secure the obligations of Seller under the Agreement.

     This letter constitutes written notice of conversion (the "NOTICE OF
CONVERSION") required by the Securities and instruments governing the
Securities. In the event that Seller delivers Securities pursuant to its
obligations under the Agreement, or in the event of the exercise by Buyer of
any of its rights under the Pledge with respect to the Pledged Securities, the
Seller and Buyer hereby elect that such Securities be converted into such
number of shares of Common Stock as provided for by the terms of the Securities
and its governing instruments.

     Pursuant to this Notice of Conversion and upon delivery of certificates
evidencing the Securities subject to conversion duly endorsed by Seller or in
blank or accompanied by a duly executed proper instrument of transfer in a form
satisfactory to the Company, please convert the Securities into the applicable
number of shares of Common Stock and, at Buyer's direction, either (i) issue
them in the name of Credit Suisse First Boston International and deliver the
certificate evidencing such shares of Common Stock directly to the following
address:

                     Credit Suisse First Boston International
                       c/o Credit Suisse First Boston LLC
                          1 Madison Avenue, 8th Floor
                            New York, New York 10010
                             Attn: Ricardo Harewood
                           OTC Derivative Operations

or (ii) deliver them in electronic equivalent form to an account specified by
Buyer at such time.

     PLEASE DO NOT DELIVER THE CERTIFICATES REPRESENTING SUCH SHARES OF COMMON
STOCK TO SELLER UNDER ANY CIRCUMSTANCES PURSUANT TO THE TERMS OF THIS NOTICE OF
CONVERSION.
























                                    Ex. 1-1


     This Notice of Conversion will be irrevocable by the Seller. This Notice
of Conversion will automatically terminate upon the satisfaction of Seller's
delivery obligations under the Agreement, as determined in good faith by the
Buyer.

                                   Very truly yours,

                                   FRIEDMAN FLEISCHER & LOWE CAPITAL
                                     PARTNERS, L.P.


                                   BY:  FRIEDMAN FLEISCHER & LOWE GP,
                                        LLC, ITS GENERAL PARTNER



                                   By:  ___________________________________
                                        Name:
                                        Title:



                                  CREDIT SUISSE FIRST BOSTON INTERNATIONAL


                                  By:  ___________________________________
                                       Name:
                                       Title:












































                                    Ex. 1-2




------------------------------------------------------------------------------
PREPAID FORWARD TRANSACTION
------------------------------------------------------------------------------


                                                               March 15, 2005

Friedman Fleischer & Lowe Capital Partners, L.P.
One Maritime Plaza, Suite 1000
San Francisco, CA  94111

Credit Suisse First Boston International
One Cabot Square
London E14 4QJ


External ID: 9183178   - Risk ID: 40063502

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

Dear Sir or Madam,

The purpose of this letter agreement (this "CONFIRMATION") is to confirm the
terms and conditions of the Transaction entered into between us on the Trade
Date specified below (the "TRANSACTION"). This Confirmation constitutes a
"Confirmation" as referred to in the Agreement specified below.

In this Confirmation, "CSFB" means Credit Suisse First Boston International,
"COUNTERPARTY" means Friedman Fleischer & Lowe Capital Partners, L.P. and
"AGENT" means Credit Suisse First Boston LLC, solely in its capacity as agent
for CSFB and Counterparty.

1.   The definitions and provisions contained in the 2000 ISDA Definitions (the
     "2000 DEFINITIONS") and the 2002 ISDA Equity Derivatives Definitions (the
     "2002 Definitions" and, together with the 2000 Definitions, the
     "DEFINITIONS"), each as published by the International Swaps and
     Derivatives Association, Inc. ("ISDA"), are incorporated into this
     Confirmation. In the event of any inconsistency between the 2000
     Definitions and the 2002 Definitions, the 2002 Definitions will govern. In
     the event of any inconsistency between the Definitions and this
     Confirmation, this Confirmation will govern. The Transaction shall be
     deemed to be a Share Forward Transaction within the meaning set forth in
     the Equity Definitions.

     This Confirmation shall supplement, form a part of and be subject to an
     agreement (the "AGREEMENT") in the form of the 1992 ISDA Master Agreement
     (Multicurrency - Cross Border) (the "ISDA FORM"), as published by the
     International Swaps and Derivatives Association, Inc., as if CSFB and
     Counterparty had executed the ISDA Form (without any Schedule thereto) on
     the date hereof. All provisions contained in the Agreement are
     incorporated into and shall govern this Confirmation except as expressly
     modified below. This Confirmation evidences a complete and binding
     agreement between you and us as to the terms of the Transaction and
     relates and replaces any previous agreement between us with respect to the
     subject matter hereof, including the agreement entitled "Physically
     Settled Forward Contract on Korn Ferry 7.5% Convertible Series A Preferred
     Stock Executable Terms as of March 10, 2005" (the "TERM SHEET"). This
     Confirmation, together with all other confirmations or agreements between



     us referencing the ISDA Form, shall be deemed to supplement, form part of
     and be subject to the same, single Agreement.

     If there exists any ISDA Master Agreement between CSFB and Counterparty or
     any confirmation or other agreement between CSFB and Counterparty pursuant
     to which an ISDA Master Agreement is deemed to exist between CSFB and
     Counterparty, then notwithstanding anything to the contrary in such ISDA
     Master Agreement, such confirmation or agreement or any other agreement to
     which CSFB and Counterparty are parties, this Transaction shall not be
     considered a Transaction under, or otherwise governed by, such existing or
     deemed ISDA Master Agreement.

2.   The terms of the particular Transaction to which this Confirmation relates
     are as follows:



                                              
     General Terms:

          
Trade Date:                                  March 10, 2005

          Seller:                                      Counterparty

          Buyer:                                       CSFB

          Securities:                                  7.5% Convertible Series A Preferred Stock
                                                       of Korn/Ferry International (the "Issuer").

          Number of Securities:                        3,122.413 shares as of the Trade Date; the
                                                       Number of Securities shall be increased to
                                                       reflect any payments thereon of dividends in
                                                       additional Securities; further, in the event
                                                       of any exchange, substitution, redemption,
                                                       repurchase or similar transaction (whether in
                                                       whole or in part) with respect to the Number
                                                       of Securities pursuant to the terms thereof
                                                       and the instruments governing them or
                                                       applicable law, the Number of Securities
                                                       shall consist of any and all property received
                                                       upon such transaction and any remaining
                                                       Securities, as determined by the Calculation
                                                       Agent.

          Shares                                       Common stock of the Issuer (Exchange
                                                       Symbol: "KFY")

          Number of Shares:                            the number of Shares into which the Number
                                                       of Securities is convertible (306,419.32 as
                                                       of the Trade Date); provided, however, that
                                                       any references to Number of Shares to be
                                                       Delivered shall be to the Number of
                                                       Securities




          Prepayment:                                  Applicable

          Conditions to CSFB's Obligation
          to Pay Prepayment Amount:                    It shall be a condition to CSFB's obligation
                                                       to pay any Prepayment Amount hereunder
                                                       on any Prepayment Date that Counterparty
                                                       shall have performed its obligations under
                                                       paragraphs 4(a)-"Delivery of Collateral"
                                                       and 5-"Agreements to Deliver Documents",
                                                       below.

          Prepayment Date:                             The later of (i) March 15, 2005 and (ii) the
                                                       earliest date on which all conditions to
                                                       CSFB's obligation to pay the Prepayment
                                                       Amount have been satisfied, provided,
                                                       however, that in the case of (ii) above, if
                                                       such conditions were not satisfied by 12:00
                                                       p.m. New York City time on such date, then
                                                       the Prepayment Date would be the following
                                                       Business Day

          Prepayment Amount:                           USD 6,198,862.95

          Variable Obligation:                         Not applicable

          Exchange:                                    The New York Stock Exchange

          Related Exchange(s):                         All Exchanges

     Settlement Terms:

          Physical Settlement:                         Applicable

          Settlement Method Election:                  Not applicable

          Settlement Date                              2 years from the Trade Date, provided that
                                                       CSFB may elect to accelerate the Settlement
                                                       Date at anytime upon 1 Business Day's
                                                       notice and take immediate delivery of the
                                                       Number of Securities.

          Automatic Physical Settlement:               If (x) by 10:00 A.M., New York City time,
                                                       on the Settlement Date, Counterparty has not
                                                       otherwise effected delivery of the Number of
                                                       Shares to be Delivered and (y) the
                                                       Representation and Agreement set forth in
                                                       Section 9.11 of the 2002 Definitions are true
                                                       and satisfied (or, at the absolute discretion
                                                       of CSFB, such Representation and Agreement



                                                       are not true or satisfied) with respect to the
                                                       collateral then held hereunder by or on
                                                       behalf of CSFB, then the delivery required
                                                       by Section 9.2 of the Equity Definitions
                                                       shall be effected, in whole or in part, as
                                                       the case may be by delivery from the
                                                       Collateral Account (as defined below under
                                                       "Collateral") to CSFB of the Number of
                                                       Securities.

          Settlement Currency:                         USD

     Dividends and Other Payments:

          Payment Obligation by Counterparty:          Counterparty shall immediately upon receipt
                                                       thereof pay to CSFB any and all dividends,
                                                       distributions, coupons and other payments
                                                       (other than dividend payments in kind which
                                                       shall be added to the Number of Securities
                                                       and the Collateral) received in respect of the
                                                       Securities.

     Sections 11 and 12 of the
     2002 Definitions:                                 Not Applicable

     Non-Reliance:                                     Applicable

     Agreements and Acknowledgments
     Regarding Hedging Activities:                     Applicable

     Additional Acknowledgments:                       Applicable

     Credit Support Documents:                         Section 4 shall be a  Credit Support
                                                       Document under the Agreement with respect
                                                       to Counterparty.

                                                       Guarantee dated May 16, 2001 made by
                                                       Credit Suisse First Boston (USA), Inc.,
                                                       a Delaware corporation, in favor of each
                                                       and every counterparty to one or more
                                                       Financial Transactions (as defined
                                                       therein) with CSFB shall be a Credit
                                                       Support Document under the Agreement
                                                       with respect to CSFB.

     Account Details:

          Payments to CSFB:                            To be advised under separate cover prior to
                                                       the Trade Date




          Payments to Counterparty:                    Bank: Bank of America
                                                       Address:  345 Montgomery Street
                                                         Concourse Level
                                                         San Francisco, CA  94104
                                                       ABA #:  121-000-358
                                                       Account #:  14994-05999
                                                       Account Name:  Friedman Fleischer &
                                                         Lowe Capital Partners, L.P.

          Delivery of Securities/Shares to CSFB:       To be advised

          Calculation Agent:                           CSFB. The Calculation Agent will have no
                                                       responsibility for good faith errors or
                                                       omissions in any determination under the
                                                       Transaction.


3.   Other Provisions:

        ADDITIONAL REPRESENTATIONS AND WARRANTIES OF COUNTERPARTY:

               Counterparty hereby represents and warrants to CSFB as of the
               date hereof that:

               1.   From the date three months prior to the date of the Term
                    Sheet, neither Counterparty nor any person who would be
                    considered to be the same "person" as Counterparty or
                    "acting in concert" with Counterparty (as such terms are
                    used in clauses (a)(2) and (e)(3)(vi) of Rule 144 under the
                    Securities Act of 1933, as amended (the "SECURITIES ACT"))
                    has, without the written consent of CSFB, sold any Shares
                    or hedged (through swaps, options, short sales or
                    otherwise) any long position in the Shares. Counterparty
                    does not know or have any reason to believe that the Issuer
                    has not complied with the reporting requirements contained
                    in Rule 144(c)(1) under the Securities Act. Shares of
                    common stock of the Issuer issuable upon conversion of the
                    Securities would, upon sale of such shares, be considered
                    securities "acquired from the issuer for a consideration
                    consisting solely of other securities of the same issuer
                    surrendered for conversion" for the purposes of Rule 144.

               2.   Counterparty is an "eligible contract participant" as such
                    term is defined in Section 1(a)(12) of the Commodity
                    Exchange Act, as amended.




               3.   Counterparty was not on the Trade Date, and is not on the
                    date hereof, in possession of any material non-public
                    information regarding the Issuer. None of the transactions
                    contemplated herein will violate any corporate policy of
                    the Issuer or other rules or regulations of the Issuer
                    applicable to Counterparty or its affiliates, including,
                    but not limited to, the Issuer's window period policy.

               4.   On the Trade Date, Counterparty filed, in the manner
                    contemplated by Rule 144(h) under the Securities Act, a
                    notice on Form 144 relating to the Transaction contemplated
                    hereby in form and substance that CSFB has informed
                    Counterparty is acceptable to CSFB.

               5.   All representations and warranties of Counterparty
                    contained in the Term Sheet were true and correct as of the
                    times such representations and warranties were made or
                    repeated or deemed to be made or repeated under the Term
                    Sheet and Counterparty has performed all of the covenants
                    and obligations to be performed by Counterparty on or prior
                    to the date hereof under the Term Sheet.

               6.   Counterparty is not and, after giving effect to the
                    transactions contemplated hereby, will not be an
                    "investment company" as such term is defined in the
                    Investment Company Act of 1940, as amended.

               7.   Counterparty is, and shall be as of the date of any payment
                    or delivery by Counterparty hereunder, solvent and able to
                    pay its debts as they come due, with assets having a fair
                    value greater than liabilities and with capital sufficient
                    to carry on the businesses in which it engages.

               8.   Counterparty's holding period (calculated in accordance
                    with Rule 144(d) under the Securities Act) with respect to
                    the Initial Pledged Items commenced on June 13, 2002.
                    Counterparty agrees that Counterparty has not (i) created
                    or permitted to exist any Lien (other than the Security
                    Interests) or any Transfer Restriction (other than the
                    Existing Transfer Restrictions) upon or with respect to the
                    Collateral, (ii) sold or otherwise disposed of, or granted
                    any option with respect to, any of the Collateral or (iii)
                    entered into or consented to any agreement (other than, in
                    the case of clause (x), this Confirmation) (x) that
                    restricts in any manner the rights of any present or future
                    owner of any Collateral with respect thereto or (y)
                    pursuant to which any person other than Counterparty, CSFB
                    and any securities intermediary through whom any of the
                    Collateral is held (but in the case of any such securities
                    intermediary only in respect of Collateral held through it)
                    has or will have Control in respect of any Collateral.
                    "CONTROL" means "control" as defined in Section 8-106 and
                    9-106 of the Uniform Commercial Code as in effect in the
                    State of New York ("UCC").

               9.   Other than financing statements or other similar or
                    equivalent documents or instruments with respect to the
                    Security Interests, no financing statement, security
                    agreement or similar or equivalent document or instrument
                    covering all or any part of the Collateral is on file or of
                    record in any jurisdiction in which such filing or
                    recording would be effective to perfect a lien, security



                    interest or other encumbrance of any kind on such
                    Collateral.

               10.  All Collateral consisting of securities and all financial
                    assets underlying Collateral consisting of security
                    entitlements (each as defined in Section 8-102 of the UCC)
                    at any time pledged hereunder is and will be issued by an
                    issuer organized under the laws of the United
 States, any
                    State thereof or the District of Columbia and is and will
                    be (i) certificated (and the certificate or certificates in
                    respect of such securities or financial assets are and will
                    be located in the United States) and registered in the name
                    of Counterparty or held through a securities intermediary
                    whose securities intermediary's jurisdiction (within the
                    meaning of Section 8-110(e) of the UCC) is located in the
                    United States or (ii) uncertificated and either registered
                    in the name of Counterparty or held through a securities
                    intermediary whose securities intermediary's jurisdiction
                    (within the meaning of Section 8-110(e) of the UCC) is
                    located in the United States; provided that this
                    representation shall not be deemed to be breached if, at
                    any time, any such Collateral is issued by an issuer that
                    is not organized under the laws of the United States, any
                    State thereof or the District of Columbia, and the parties
                    hereto agree to procedures or amendments hereto necessary
                    to enable CSFB to maintain a valid and continuously
                    perfected security interest in such Collateral, in respect
                    of which CSFB will have Control, subject to no prior Lien.
                    The parties hereto agree to negotiate in good faith any
                    such procedures or amendments.

               11.  Counterparty's "location" (as defined in Section 9-307 of
                    UCC) is the state of Delaware. The following is the mailing
                    address, county and state of each chief executive office
                    not at such "location" maintained by Counterparty at any
                    time during the past five years: One Maritime Plaza, Suite
                    1000, San Francisco, CA 94111.

          REPRESENTATIONS, WARRANTIES AND COVENANTS OF CSFB:

               1.   CSFB represents to Counterparty that an affiliate of CSFB
                    (the "CSFB AFFILIATE") is registered as a broker and a
                    dealer with the Securities and Exchange Commission and is a
                    "market maker" or a "block positioner", as such terms are
                    used in Rule 144 under the Securities Act, with respect to
                    the Shares.

               2.   CSFB agrees that CSFB Affiliate shall, as promptly as
                    practicable consistent with market conditions, introduce
                    into the public market a quantity of securities of the same
                    class as the Shares equal to the Number of Shares.

          U.S. PRIVATE PLACEMENT REPRESENTATIONS:

               Each of CSFB and Counterparty hereby represents and warrants to
               the other party as of the date hereof that:




               1.   It is an "accredited investor" (as defined in Regulation D
                    under the Securities Act) and has such knowledge and
                    experience in financial and business matters as to be
                    capable of evaluating the merits and risks of the
                    Transaction, and it is able to bear the economic risk of
                    the Transaction.

               2.   It is entering into the Transaction for its own account and
                    not with a view to the distribution or resale of the
                    Transaction or its rights thereunder except pursuant to a
                    registration statement declared effective under, or an
                    exemption from the registration requirements of, the
                    Securities Act.

          COVENANTS OF COUNTERPARTY:

               Counterparty agrees that each of Counterparty and its affiliates
               will comply with all applicable disclosure or reporting
               requirements in respect of the Transaction, including, without
               limitation, any requirement imposed by Section 13 or Section 16
               of the Securities and Exchange Act of 1934, as amended, if any,
               and Counterparty will provide CSFB with a copy of any report
               filed in respect of the Transaction promptly upon filing
               thereof.

          BINDING COMMITMENT/FINAL AGREEMENT:

               The parties intend that this Confirmation constitutes a "Final
               Agreement" as described in the letter dated December 14, 1999
               submitted by Robert W. Reeder and Alan L. Beller to Michael
               Hyatte of the staff of the Securities and Exchange Commission
               (the "STAFF") to which the Staff responded in an interpretative
               letter dated December 20, 1999.

          PAYMENTS ON EARLY TERMINATION:

               Upon the occurrence or effective designation of an Early
               Termination Date in respect of the Transaction (an "EARLY
               TERMINATION EVENT"), if Counterparty would owe any amount to
               CSFB pursuant to Section 6(d)(ii) of the Agreement (determined
               as if the Transaction were the only Transaction under the
               Agreement) (any such amount, a "COUNTERPARTY PAYMENT AMOUNT" and
               any Early Termination Event that would so result in Counterparty
               owing any such amount, a "COUNTERPARTY PAYMENT EVENT"), then,
               except to the extent that CSFB proceeds to realize upon the
               Collateral and to apply the proceeds of such realization to any
               obligation of Counterparty hereunder and under the Agreement:

               (i)  on the date on which any Counterparty Payment Amount is
                    due, in lieu of any payment or delivery of such
                    Counterparty Payment Amount, Counterparty shall deliver to
                    CSFB the Number of Securities; and

               (ii) for purposes of determining any Loss under Section 6(e) of
                    the Agreement in respect of any other Transactions under
                    the Agreement, the Transaction shall be deemed not to be a
                    Transaction under the Agreement; provided that, for the
                    avoidance of doubt, if Counterparty fails to deliver
                    Securities pursuant to clause (i) above at the time



                    required, then the Transaction (including such delivery
                    obligation) shall be included for the purpose of
                    determining CSFB's Loss for all Transactions (including the
                    Transaction) under the Agreement.

          SECURITIES CONTRACT:

               The parties hereto acknowledge and agree that each of CSFB and
               the Custodian is a "stockbroker" within the meaning of Section
               101 (53A) of Title 11 of the United States Code (the "BANKRUPTCY
               CODE") and that the Custodian is acting as agent and custodian
               for CSFB in connection with the Transaction and that CSFB is a
               "customer" of the Custodian within the meaning of Section 741(2)
               of the Bankruptcy Code. The parties hereto further recognize
               that the Transaction is a "securities contract", as such term is
               defined in Section 741(7) of the Bankruptcy Code, entitled to
               the protection of, among other provisions, Sections 555 and
               362(b)(6) of the Bankruptcy Code, and that each payment or
               delivery of cash, Shares or other property or assets hereunder
               is a "settlement payment" within the meaning of Section 741(8)
               of the Bankruptcy Code.

          ASSIGNMENT:

               The rights and duties under this Confirmation may not be
               assigned or transferred by any party hereto without the prior
               written consent of the other parties hereto, such consent not to
               be unreasonably withheld; provided that (i) CSFB may assign or
               transfer any of its rights or duties hereunder to any of its
               affiliates without the prior written consent of Counterparty and
               (ii) the Agent may assign or transfer any of its rights or
               duties hereunder without the prior written consent of the other
               parties hereto to any affiliate of Credit Suisse First Boston,
               so long as such affiliate is a broker-dealer registered with the
               Securities and Exchange Commission.

          NON-CONFIDENTIALITY:

               The parties hereby agree that (i) effective from the date of
               commencement of discussions concerning the Transaction,
               Counterparty and each of its employees, representatives, or
               other agents may disclose to any and all persons, without
               limitation of any kind, the tax treatment and tax structure of
               the Transaction and all materials of any kind, including
               opinions or other tax analyses, provided by CSFB and its
               affiliates to Counterparty relating to such tax treatment and
               tax structure; provided that the foregoing does not constitute
               an authorization to disclose the identity of CSFB or its
               affiliates, agents or advisers, or, except to the extent
               relating to such tax structure or tax treatment, any specific
               pricing terms or commercial or financial information, and (ii)
               CSFB does not assert any claim of proprietary ownership in
               respect of any description contained herein or therein relating
               to the use of any entities, plans or arrangements to give rise
               to a particular United States federal income tax treatment for
               Counterparty.




          MATTERS RELATING TO THE AGENT:

               (a) As a broker-dealer registered with the U.S. Securities and
               Exchange Commission ("SEC"), Credit Suisse First Boston LLC in
               its capacity as Agent will be responsible for (i) effecting this
               Transaction, (ii) issuing all required confirmations and
               statements to CSFB and Counterparty, (iii) maintaining books and
               records relating to this Transaction as required by Rules 17a-3
               and 17a-4 under the Securities Exchange Act of 1934 (the
               "Exchange Act") and (iv) unless otherwise requested by
               Counterparty, receiving, delivering, and safeguarding
               Counterparty's funds and any securities in connection with this
               Transaction, in compliance with Rule 15c3-3 under the Exchange
               Act.

               (b) Credit Suisse First Boston LLC is acting in connection with
               this Transaction solely in its capacity as Agent for CSFB and
               Counterparty pursuant to instructions from CSFB and Counterparty.
               Credit Suisse First Boston LLC shall have no responsibility or
               personal liability to CSFB or Counterparty arising from any
               failure by CSFB or Counterparty to pay or perform any obligations
               hereunder, or to monitor or enforce compliance by CSFB or
               Counterparty with any obligation hereunder, including without
               limitation, any obligations to maintain collateral. Each of CSFB
               and Counterparty agrees to proceed solely against the other to
               collect or recover any securities or monies owing to it in
               connection with or as a result of this Transaction. Credit Suisse
               First Boston LLC shall otherwise have no liability in respect of
               this Transaction, except for its gross negligence or wilful
               misconduct in performing its duties as Agent.

               (c) Any and all notices, demands, or communications of any kind
               relating to this Transaction, including without limitation, any
               option exercise notice, between CSFB and Counterparty shall be
               transmitted exclusively through the Agent at the following
               address:

               Credit Suisse First Boston LLC
               Eleven Madison Avenue
               New York, NY 10010

               For payments and deliveries:
               Telephone No.: (212) 538-9810
               Facsimile No.: (212) 325-8175

               For all other communications:
               Telephone No.: 212-538-4437 / 212-538-8297 / 212-325-5119
               Facsimile No.: (917) 326-8603

               (d) The date and time of the Transaction evidenced hereby will be
               furnished by the Agent to CSFB and Counterparty upon written
               request.

               (e) The Agent will furnish to Counterparty upon written request a
               statement as to the source and amount of any remuneration
               received or to be received by the Agent in connection with the
               Transaction evidenced hereby.

               (f) CSFB is aware of and agrees to be bound by the rules of the
               National Association of Securities Dealers, Inc. ("NASD")
               applicable to option trading and is aware of and agrees not to
               violate, either alone or in concert with others, the position or
               exercise limits established by the NASD.

          STAGGERED SETTLEMENT:

               If CSFB determines reasonably and in good faith that the Number
               of Shares to be Delivered to CSFB hereunder or, in receiving
               such Number of Shares to be Delivered, its "beneficial
               ownership" (within the meaning of Section 16 of the Exchange Act
               and rules promulgated thereunder) on the Settlement Date would
               exceed 9.9% of all outstanding Shares, then CSFB may, by notice
               to Counterparty on or prior to the Settlement Date (a "NOMINAL
               SETTLEMENT DATE"), elect to receive the Number of Shares to be
               Delivered on two or more dates (each, a "STAGGERED SETTLEMENT
               DATE") as follows:

               (a) in such notice, CSFB will specify to Counterparty the
               related Staggered Settlement Dates (the first of which will be
               such Nominal Settlement Date and the last of which will be no
               later than the twentieth (20th) Exchange Business Day following
               such Nominal Settlement Date) and the related portion of the
               Number of Shares to be Delivered on each Staggered Settlement
               Date; and

               (b) the aggregate number of Shares that Counterparty will
               deliver to CSFB hereunder on all such Staggered Settlement Dates
               will equal the Number of Shares to be Delivered that
               Counterparty would otherwise be required to deliver on such
               Nominal Settlement Date.

               Notwithstanding anything herein to the contrary, to the extent
               Counterparty receives or is entitled to receive any distribution
               or payment in respect of Shares by reason of Counterparty's
               being a holder of record of such Shares on any date after the
               Nominal Settlement Date but for the provisions of the foregoing,
               Counterparty shall deliver such distribution or payment to CSFB
               at the time Counterparty delivers to CSFB the related portion of
               the Number of Shares to be Delivered in accordance with the
               foregoing, if such distribution or payment has already been
               received by Counterparty at such time, or within a reasonable



               period of time following Counterparty's receipt of the
               distribution or payment, if such distribution or payment has not
               been 
already received by Counterparty at the time Counterparty
               delivers the related portion of the Number of Shares to be
               Delivered in accordance with the foregoing.

4.   Collateral Provisions:

     Counterparty has granted to CSFB a security interest in the Initial
     Pledged Items to secure Counterparty's obligations under the Term Sheet
     and the Transaction. Counterparty and CSFB now wish to (i) set forth
     additional understandings and agreements relating to such security
     interest and (ii) confirm, on the terms set forth herein, the continuation
     of such security interest.

  A. DELIVERY OF COLLATERAL:

     As soon as practicable after the Trade Date, Counterparty shall deliver to
     CSFB in pledge hereunder, Eligible Collateral consisting of the Number of
     Securities (the "INITIAL PLEDGED ITEMS"). "ELIGIBLE COLLATERAL" means
     Securities; provided that Counterparty has good and marketable title
     thereto, free of all of any and all lien, mortgage, interest, pledge,
     charge or encumbrance of any kind (other than the security interests in
     the Collateral created hereby, a "LIEN") and Transfer Restrictions (other
     than the Existing Transfer Restrictions) and that CSFB has a valid, first
     priority perfected security interest therein, a first lien thereon and
     Control with respect thereto. "TRANSFER RESTRICTION" means, with respect
     to any item of collateral pledged hereunder, any condition to or
     restriction on the ability of the owner thereof to sell, assign or
     otherwise transfer such item of collateral or enforce the provisions
     thereof or of any document related thereto whether set forth in such item
     of collateral itself or in any document related thereto, including,
     without limitation, (i) any requirement that any sale, assignment or other
     transfer or enforcement of such item of collateral be consented to or
     approved by any Person, including, without limitation, the issuer thereof
     or any other obligor thereon, (ii) any limitations on the type or status,
     financial or otherwise, of any purchaser, pledgee, assignee or transferee
     of such item of collateral, (iii) any requirement of the delivery of any
     certificate, consent, agreement, opinion of counsel, notice or any other
     document of any Person to the issuer of, any other obligor on or any
     registrar or transfer agent for, such item of collateral, prior to the
     sale, pledge, assignment or other transfer or enforcement of such item of
     collateral and (iv) any registration or qualification requirement or
     prospectus delivery requirement for such item of collateral pursuant to
     any federal, state or foreign securities law (including, without
     limitation, any such requirement arising under Section 5 of the Securities
     Act as a result of such security being a "restricted security" or
     Counterparty being an "affiliate" of the issuer of such security, as such
     terms are defined in Rule 144 under the Securities Act, or as a result of
     the sale of such security being subject to paragraph (c) of Rule 145 under
     the Securities Act); provided that the required delivery of any
     assignment, instruction or entitlement order from the seller,
     Counterparty, assignor or transferor of such item of collateral, together
     with any evidence of the corporate or other authority of such Person,
     shall not constitute a "Transfer Restriction". "EXISTING TRANSFER
     RESTRICTIONS" means Transfer Restrictions existing with respect to any
     securities by virtue of the fact that Counterparty is an "affiliate",
     within the meaning of Rule 144 under the Securities Act, of the Issuer.
     "PERSON" means an individual, a corporation, a limited liability company,



     a partnership, an association, a trust or any other entity or
     organization, including a government or political subdivision or an agency
     or instrumentality thereof.

     Any delivery of any securities or security entitlements (each as defined
     in Section 8-102 of the UCC) as Collateral to CSFB by Counterparty shall
     be effected (A) in the case of Collateral consisting of certificated
     securities registered in the name of Counterparty, by delivery of
     certificates representing such securities to the Custodian, accompanied by
     any required transfer tax stamps, and in suitable form for transfer by
     delivery or accompanied by duly executed instruments of transfer or
     assignment in blank, with signatures appropriately guaranteed, all in form
     and substance satisfactory to CSFB, and the crediting by the Custodian of
     such securities to a securities account (as defined in Section 8-501 of
     the UCC) (the "COLLATERAL ACCOUNT") of CSFB maintained by the Custodian,
     (B) in the case of Collateral consisting of uncertificated securities
     registered in the name of Counterparty, by transmission by Counterparty of
     an instruction to the issuer of such securities instructing such issuer to
     register such securities in the name of the Custodian or its nominee,
     accompanied by any required transfer tax stamps, the issuer's compliance
     with such instructions and the crediting by the Custodian of such
     securities to the Collateral Account, (C) in the case of securities in
     respect of which security entitlements are held by Counterparty through a
     securities intermediary, by the crediting of such securities, accompanied
     by any required transfer tax stamps, to a securities account of the
     Custodian at such securities intermediary or, at the option of CSFB, at
     another securities intermediary satisfactory to CSFB and the crediting by
     the Custodian of such securities to the Collateral Account or (D) in any
     case, by complying with such alternative delivery instructions as CSFB
     shall provide to Counterparty in writing. "CUSTODIAN" means Credit Suisse
     First Boston LLC, or any other custodian appointed by CSFB and identified
     to Counterparty.

  B. GRANT OF SECURITY INTERESTS IN THE COLLATERAL:

     In order to secure the full and punctual observance and performance of the
     covenants and agreements contained in this Confirmation and in the
     Agreement, Counterparty hereby assigns and pledges to CSFB, and grants to
     CSFB, as secured party, security interests in and to, and a lien upon and
     right of set-off against, and transfers to CSFB, as and by way of a
     security interest having priority over all other security interests, with
     power of sale, all of Counterparty's right, title and interest in and to
     (i) the Initial Pledged Items; (ii) all additions to and substitutions for
     the Initial Pledged Items (including, without limitation, any securities,
     instruments or other property delivered or pledged hereunder) (such
     additions and substitutions, the "ADDITIONS AND SUBSTITUTIONS"); (iii) the
     Collateral Account of CSFB maintained by the Custodian and all securities
     and other financial assets (each as defined in Section 8-102 of the UCC)
     and other funds, property or assets from time to time held therein or
     credited thereto; and (iv) other than the payments made to CSFB pursuant
     to the provision entitled "Payment Obligation by Counterparty" of
     paragraph 2 of this Confirmation, all income, proceeds and collections
     received or to be received, or derived or to be derived, at the time that
     the Initial Pledged Items were delivered to the Custodian or any time
     thereafter (whether before or after the commencement of any proceeding
     under applicable bankruptcy, insolvency or similar law, by or against
     Counterparty, with respect to Counterparty) from or in connection with the
     Initial Pledged Items or the Additions and Substitutions (collectively,
     the "COLLATERAL"). The parties hereto expressly agree that all rights,



     assets and property at any time held in or credited to the Collateral
     Account shall be treated as financial assets (as defined in Section 8-102
     of the UCC).

  C. CERTAIN COVENANTS OF COUNTERPARTY RELATING TO THE COLLATERAL:

     Counterparty agrees that, so long as any of Counterparty's obligations
     under the Agreement remain outstanding:

     1.   Counterparty shall ensure at all times that a Collateral Event of
          Default shall not occur, and shall pledge additional Collateral in
          the manner described hereunder as necessary to cause such requirement
          to be met. "COLLATERAL EVENT OF DEFAULT" means, at any time, the
          occurrence of either of the following: (A) failure of the Collateral
          to include, as Eligible Collateral, the Number of Securities or (B)
          failure at any time of the security interests in the Collateral
          created hereby to constitute valid and perfected security interests
          in all of the Collateral, subject to no prior, equal or junior Lien,
          and, with respect to any Collateral consisting of securities or
          security entitlements (each as defined in Section 8-102 of the UCC),
          as to which CSFB has Control, or, in each case, assertion of such by
          Counterparty in writing.

     2.   Counterparty shall, at its own expense and in such manner and form as
          CSFB may require, give, execute, deliver, file and record any
          financing statement, notice, instrument, document, agreement or other
          papers that may be necessary or desirable in order to (i) create,
          preserve, perfect, substantiate or validate any security interest
          granted pursuant hereto, (ii) create or maintain Control with respect
          to any such security interests in any investment property (as defined
          in Section 9-102(a) of the UCC) or (iii) enable CSFB to exercise and
          enforce its rights hereunder with respect to such security interest.

     3.   Counterparty shall warrant and defend Counterparty's title to the
          Collateral, subject to the rights of CSFB, against the claims and
          demands of all persons. CSFB may elect, but without an obligation to
          do so, to discharge any Lien of any third party on any of the
          Collateral.

     4.   Counterparty agrees that Counterparty shall not change (i)
          Counterparty's name in any manner or (ii) Counterparty's "location"
          (as defined in Section 9-307 of UCC), unless Counterparty shall have
          given CSFB not less than 10 days' prior notice thereof.

     5.   Counterparty agrees that Counterparty has not and shall not (i)
          create or permit to exist any Lien (other than the security interests
          in the Collateral created hereby) or any Transfer Restriction upon or
          with respect to the Collateral, (ii) sell or otherwise dispose of, or
          grant any option with respect to, any of the Collateral or (iii)
          enter into or consent to any agreement (x) that restricts in any
          manner the rights of any present or future owner of any Collateral
          with respect thereto (other than this Confirmation) or (y) pursuant
          to which any person other than Counterparty, CSFB and any securities
          intermediary through whom any of the Collateral is held (but in the
          case of any such securities intermediary only in respect of
          Collateral held through it) has or will have Control in respect of
          any Collateral and represents that it has not previously created any



          such Lien, effected any such sale, disposition or grant or entered in
          or consented to any such agreement.

  D. ADMINISTRATION OF THE COLLATERAL AND VALUATION OF SECURITIES:

     1.   CSFB shall determine on each Business Day whether a Collateral Event
          of Default shall have occurred. If on any Business Day CSFB
          determines that a Collateral Event of Default shall have occurred,
          CSFB shall promptly notify Counterparty of such determination by
          telephone call to Counterparty followed by a written confirmation of
          such call. If on any Business Day CSFB determines that no Default
          Event or failure by Counterparty to meet any of Counterparty's
          obligations under "Certain Covenants of Counterparty relating to the
          Collateral" or under this section has occurred and is continuing,
          Counterparty may obtain the release from the security interests in
          the Collateral created hereby of any Collateral upon delivery to CSFB
          of a written notice from Counterparty indicating the items of
          Collateral to be released so long as, after such release, no
          Collateral Event of Default shall have occurred. "DEFAULT EVENT"
          means any Collateral Event of Default, any Event of Default with
          respect to Counterparty or any Termination Event with respect to
          which Counterparty is the Affected Party or an Affected Party or an
          Extraordinary Event that results in an obligation of Counterparty to
          pay an amount pursuant to Section 12.7 or Section 12.9 of the 2002
          Definitions.

     2.   Counterparty may pledge additional Eligible Collateral hereunder at
          any time by delivering the same pursuant to the provisions of
          "Delivery of Collateral" above. Concurrently with the delivery of any
          additional Eligible Collateral, Counterparty shall deliver to CSFB a
          certificate, dated the date of such delivery, (i) identifying the
          additional items of Eligible Collateral being pledged and (ii)
          certifying that with respect to such items of additional Eligible
          Collateral the representations and warranties contained in paragraph
          4.c.5. above are true and correct with respect to such Eligible
          Collateral on and as of the date thereof.

     3.   [RESERVED]

     4.   CSFB may at any time or from time to time, in its sole discretion,
          cause any or all of the Collateral that is registered in the name of
          Counterparty or Counterparty's nominee to be transferred of record
          into the name of the Custodian, CSFB or its nominee. Counterparty
          shall promptly give to CSFB copies of any notices or other
          communications received by Counterparty with respect to Collateral
          that is registered, or held through a securities intermediary, in the
          name of Counterparty or Counterparty's nominee and CSFB shall
          promptly give to Counterparty copies of any notices and
          communications received by CSFB with respect to Collateral that is
          registered, or held through a securities intermediary, in the name of
          Custodian, CSFB or its nominee.

     5.   Counterparty agrees that Counterparty shall forthwith upon demand pay
          to CSFB:

          (i)  the amount of any taxes that CSFB or the Custodian may have been
               required to pay by reason of the security interests in the
               Collateral created hereby or to free any of the Collateral from
               any Lien thereon; and




          (ii) the amount of any and all costs and expenses, including the fees
               and disbursements of counsel and of any other experts, that CSFB
               or the Custodian may incur in connection with (A) the
               enforcement of this pledge upon a Default Event, including such
               expenses as are incurred to preserve the value of the Collateral
               and the validity, perfection, rank and value of the security
               interests in the Collateral created hereby, (B) the collection,
               sale or other disposition of any of the Collateral pursuant to
               the terms and conditions of the Agreement, (C) the exercise by
               CSFB of any of the rights conferred upon it hereunder or (D) any
               Default Event.

          Any such amount not paid on demand shall bear interest (computed on
          the basis of a year of 360 days and payable for the actual number of
          days elapsed) a
t a rate per annum equal to 5% plus the prime rate as
          published from time to time in The Wall Street Journal, Eastern
          Edition.

  E. REHYPOTHECATION OF COLLATERAL:

     The parties hereto agree that CSFB may sell, lend, pledge, rehypothecate,
     assign, invest, use, commingle or otherwise dispose of, or otherwise use
     in its business any Collateral.

  F. INCOME AND VOTING RIGHTS IN COLLATERAL:

     Other than the payments made to CSFB pursuant to the provision entitled
     "Payment Obligation by Counterparty" of paragraph 2 of this Confirmation,
     CSFB shall have the right to receive and retain as Collateral hereunder
     all proceeds and interest of the Collateral (such proceeds as CSFB shall
     have the right to receive and retain at any time, "RETAINED PROCEEDS"),
     and Counterparty shall take all such action as CSFB shall deem necessary
     or appropriate to give effect to such right. All such Retained Proceeds
     that are received by Counterparty shall be received in trust for the
     benefit of CSFB and, if CSFB so directs, shall be segregated from other
     funds of Counterparty and shall, forthwith upon demand by CSFB, be
     delivered over to the Custodian on behalf of CSFB as Collateral in the
     same form as received (with any necessary endorsement).

     CSFB agrees that Counterparty shall have the right from the date hereof
     through the Settlement Date, and CSFB shall take all such action and
     provide all such assurances to the Counterparty as the Counterparty
     reasonably requests to give effect to such right, to vote and to give
     consents, ratifications and waivers, and to take any other actions with
     respect to any or all of the Collateral.

  G. REMEDIES UPON DEFAULT EVENTS:

     If any Default Event shall have occurred and be continuing, CSFB may
     exercise all the rights of a secured party under the UCC (whether or not
     in effect in the jurisdiction where such rights are exercised) and, in
     addition, without being required to give any notice, except as herein
     provided or as may be required by mandatory provisions of law, may sell
     all of the Collateral, or such lesser portion thereof as may be necessary
     to generate proceeds sufficient to satisfy in full all of the obligations
     of Counterparty under the Agreement or hereunder.




     Counterparty hereby irrevocably appoints CSFB as Counterparty's true and
     lawful attorney (which power of attorney is coupled with an interest),
     with full power of substitution, in the name of Counterparty, CSFB or
     otherwise, for the sole use and benefit of CSFB, but at the expense of
     Counterparty, to the extent permitted by law, to exercise, at any time and
     from time to time while a Default Event has occurred and is continuing,
     all or any of the following powers with respect to all or any of the
     Collateral:

     (i)   to demand, sue for, collect, receive and give acquittance for any
           and all monies due or to become due upon or by virtue thereof;

     (ii)  to settle, compromise, compound, prosecute or defend any action or
           proceeding with respect thereto;

     (iii) to sell, transfer, assign or otherwise deal in or with the same or
           the proceeds or avails thereof, as fully and effectually as if CSFB
           were the absolute owner thereof and in connection therewith, to make
           all necessary deeds, bills of sale, instruments of assignment,
           transfer or conveyance of the property, and all instructions and
           entitlement orders in respect of the property thus to be (or that is
           being or has been) sold, transferred, assigned or otherwise dealt
           in; and

     (iv)  to extend the time of payment of any or all thereof and to make any
           allowance and other adjustments with reference thereto;

     provided that CSFB shall give Counterparty not less than one day's prior
     written notice of the time and place of any sale or other intended
     disposition of any of the Collateral, except any Collateral that threatens
     to decline speedily in value, including, without limitation, equity
     securities, or is of a type customarily sold on a recognized market. CSFB
     and Counterparty agree that such notice constitutes "reasonable
     authenticated notification" within the meaning of Section 9-611(b) of the
     UCC.

  H. TERMINATION:

     The rights hereby granted by Counterparty in the Collateral shall cease,
     terminate and be void upon fulfillment of all of the obligations of
     Counterparty under this Confirmation. Any Collateral remaining at the time
     of such termination shall be fully released and discharged from the
     security interests in the Collateral created hereby and delivered to
     Counterparty by CSFB, all at the request and expense of Counterparty.

5.   The Agreement is further supplemented by the following provisions:

        TERMINATION PROVISIONS.

          1.   "SPECIFIED ENTITY" means in relation to CSFB and Counterparty,
               none.

          2.   The "DEFAULT UNDER SPECIFIED TRANSACTION" provision of Section
               5(a)(v) of the Agreement will not apply to CSFB and
               Counterparty.




          3.   The "CROSS DEFAULT" provision of Section 5(a)(vi) will not apply
               to CSFB and will apply to Counterparty.

          4.   The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv)
               will not apply to CSFB and Counterparty.

          5.   The "AUTOMATIC EARLY TERMINATION" provisions of Section 6(a)
               will not apply to CSFB and Counterparty.

          6.   PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e),
               Second Method and Loss will apply.

          7.   "TERMINATION CURRENCY" means United States Dollars.

          8.   NETTING. The provisions of Section 2(c) of the Agreement shall
               apply, provided that Section 2(c) shall be amended by deleting
               "and" at the end of clause (i) thereof and deleting clause (ii)
               thereof.

          9.   SET-OFF. In addition to and without limiting any rights of
               set-off that a party hereto may have as a matter of law,
               pursuant to contract or otherwise, upon the occurrence of an
               Early Termination Event, such Party ("PARTY X") shall have the
               right to terminate, liquidate and otherwise close out the
               transactions contemplated by this Confirmation pursuant to the
               terms hereof, and to set off any obligation that Party X or any
               affiliate of Party X may have to the other party ("PARTY Y")
               hereunder, thereunder or otherwise, including without limitation
               any obligation to make any release, delivery or payment to Party
               Y pursuant to this Confirmation or any other agreement between
               Party X or any of its affiliates and Party Y, against any right
               Party X or any of its affiliates may have against Party Y,
               including without limitation any right to receive a payment or
               delivery pursuant to this Confirmation or any other agreement
               between Party X or any of its affiliates and Party Y. In the
               case of a set-off of any obligation to release, deliver or pay
               assets against any right to receive assets of the same type,
               such obligation and right shall be set off in kind. In the case
               of a set-off of any obligation to release, deliver or pay assets
               against any right to receive assets of any other type, the value
               of each of such obligation and such right shall be determined by
               the Calculation Agent and the result of such set-off shall be
               that the net obligor shall pay or deliver to the other party an
               amount of cash or assets, at the net obligor's option, with a
               value (determined, in the case of a delivery of assets, by the
               Calculation Agent) equal to that of the net obligation. In
               determining the value of any obligation to release or deliver
               Shares or right to receive Shares, the value at any time of such
               obligation or right shall be determined by reference to the
               market value of the Shares at such time. If an obligation or
               right is unascertained at the time of any such set-off, the
               Calculation Agent may in good faith estimate the amount or value
               of such obligation or right, in which case set-off will be
               effected in respect of that estimate, and the relevant party
               shall account to the other party at the time such obligation or
               right is ascertained.




        TAX REPRESENTATIONS.  None.

        AGREEMENTS TO DELIVER DOCUMENTS. For the purpose of Sections 4(a)(i)
        and (ii), each of CSFB and Counterparty agrees to deliver the
        following documents, as applicable:

          1.   The Issuer shall have executed and delivered to CSFB, upon
               execution of this Confirmation and upon request of such other
               party, an Issuer Acknowledgement in the form attached as Annex A
               hereto.

          2.   Each of CSFB and Counterparty will deliver to the other party,
               upon execution of this Confirmation, evidence reasonably
               satisfactory to the other party as to the names, true signatures
               and authority of the officers or officials signing this
               Confirmation on its behalf.

               Such documents shall be covered by the representation set forth
               in Section 3(d).

        MISCELLANEOUS:

          1.   ADDRESSES FOR NOTICES. For the purpose of Section 12(a):

               Address for notices or communications to CSFB (other than by
               facsimile) (for all purposes):

               Address:         Credit Suisse First Boston International
                                c/o Credit Suisse First Boston LLC
                                11 Madison Avenue
                                New York, NY  10010
                                Attn:    Senior Legal Officer
                                Tel:  (212) 538 4488
                                Fax:  (212) 325 4585

               With a copy to:  Credit Suisse First Boston LLC
                                1 Madison Avenue, 8th Floor
                                New York, New York 10010

                                For payments and deliveries:
                                Attn:    Ricardo Harewood
                                Tel:  (212) 538-9810
                                Fax:  (212) 325- 8175

                                  For all other communications:
                                  Attn:    Joe Belnome / John Ryan
                                  Tel.:  (212) 538-1277 / (212) 325-8681
                                  Fax:   (212) 538-8898

               Designated responsible employee for the purposes of
               Section 12(a)(iii):  Senior Legal Officer




               Address for notices or communications to Counterparty:

               Address:  Friedman Fleischer & Lowe Capital Partners, L.P.
                         One Maritime Plaza, Suite 1000, San Francisco,
                         CA  94111
               Attention:  Rajat Duggal
               Facsimile No.: (415) 402-2111  Telephone No.: (415) 402-2100

               With a copy to:

               Address:    Bingham McCutchen LLP
                           399 Park Avenue
                           New York, NY 10022
               Attention:  Neil Townsend
               Facsimile No.: (212) 702-3644  Telephone No.: (212) 318-7722

          2.   The date and time of the Transaction will be furnished by CSFB
               to Counterparty upon written request by Counterparty.

          3.   [RESERVED]

          4.   WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY WAIVES, TO THE
               FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
               HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR
               PROCEEDING RELATING TO THIS CONFIRMATION OR ANY CREDIT SUPPORT
               DOCUMENT. Each party (i) certifies that no representative, agent
               or attorney of the other party has represented, expressly or
               otherwise, that such other party would not, in the event of such
               a suit action or proceeding, seek to enforce the foregoing
               waiver and (ii) acknowledges that it and the other party have
               been induced to enter into this Confirmation by, among other
               things, the mutual waivers and certifications in this Section.

          5.   SERVICE OF PROCESS. The parties irrevocably consent to service
               of process given in the manner provided for notices in Section
               in paragraph 1 immediately above. Nothing in this Confirmation
               will affect the right of either party to serve process in any
               other manner permitted by law.

          6.   THE AGREEMENT AND EACH CONFIRMATION THEREUNDER WILL BE GOVERNED
               BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
               YORK WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE (PROVIDED THAT
               AS TO PLEDGED ITEMS LOCATED IN ANY JURISDICTION OTHER THAN THE
               STATE OF NEW YORK, CSFB SHALL, IN ADDITION TO ANY RIGHTS UNDER
               THE LAWS OF THE STATE OF NEW YORK, HAVE ALL OF THE RIGHTS TO
               WHICH A SECURED PARTY IS ENTITLED UNDER THE LAWS OF SUCH OTHER
               JURISDICTION). EACH PARTY HEREBY SUBMITS TO THE JURISDICTION OF
               THE COURTS OF THE STATE OF NEW YORK. THE PARTIES HERETO HEREBY
               AGREE THAT THE CUSTODIAN'S JURISDICTION, WITHIN THE MEANING OF
               SECTION 8-110(E) OF THE UCC, INSOFAR AS IT ACTS AS A SECURITIES



               INTERMEDIARY HEREUNDER OR IN RESPECT HEREOF, IS THE STATE OF NEW
               YORK.

          7.   This Confirmation is not intended and shall not be construed to
               create any rights in any person other than Counterparty, CSFB
               and their respective successors and assigns and no other person
               shall assert any rights as third-party beneficiary hereunder.
               Whenever any of the parties hereto is referred to, such
               reference shall be deemed to include the successors and assigns
               of such party. All the covenants and agreements herein contained
               by or on behalf of Counterparty and CSFB shall bind, and inure
               to the benefit of, their respective successors and assigns
               whether so expressed or not.

          8.   Any provision of this Confirmation may be amended or waived if,
               and only if, such amendment or waiver is in writing and signed,
               and in the case of an amendment, by Counterparty and CSFB or, in
               the case of a waiver, by the party against whom the waiver is to
               be effective.




Please confirm that the foregoing correctly sets forth the terms of our
agreement by signing and returning this Confirmation.



                                Yours faithfully,

                                CREDIT SUISSE FIRST BOSTON INTERNATIONAL


                                By:_____________________________
                                Name:
                                Title:



Confirmed as of the date first written above:

FRIEDMAN FLEISCHER & LOWE CAPITAL PARTNERS, L.P.

BY: FRIEDMAN FLEISCHER & LOWE GP, LLC, ITS GENERAL PARTNER


By:________________________________
Name:  David L. Lowe
Title:  Senior Managing Member


CREDIT SUISSE FIRST BOSTON LLC,
as Agent


By:________________________________
Name:
Title:



Our Reference Number: External ID: 9183178  / Risk ID: 40063502




                                                       
              ANNEX A

                        [FORM OF ISSUER ACKNOWLEDGEMENT]

                                                                       [DATE]

Credit Suisse First Boston International
c/o Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, New York 10010

    Re:   PROPOSED TRANSACTION BY FRIEDMAN FLEISCHER & LOWE CAPITAL PARTNERS,
          L.P.

Ladies and Gentlemen:

     Korn/Ferry International (the "COMPANY") understands that Friedman
Fleischer & Lowe Capital Partners, L.P. ("COUNTERPARTY") proposes to enter into
a hedging transaction (the "TRANSACTION") with Credit Suisse First Boston
International ("CSFB") with respect to shares of the 7.5% Convertible Series A
Preferred Stock of the Company (the "CONVERTIBLE SHARES") convertible into
shares of common stock of the Company (the "COMMON STOCK"). Specifically, the
Company understands that Counterparty proposes to enter into a forward sale and
purchase transaction with CSFB, pursuant to which CSFB will pay cash to
Counterparty on or shortly after the date of execution of the Transaction and
Counterparty will deliver to CSFB on or about March 10, 2007 or such other date
specified by CSFB upon 1 Business Day's notice (the "SETTLEMENT DATE"),
3,122.413 Convertible Shares (subject to applicable adjustments). In addition,
the Company understands that Counterparty initially will pledge 3,122.413
Convertible Shares owned by Counterparty to CSFB to secure Counterparty's
obligations under the Transaction (the "PLEDGE").

     The Company has no objection to the proposed Transaction or to the Pledge.
The Company confirms that the Transaction and the Pledge will not violate any
insider trading or other policy or rule of the Company.

     The Company agrees that if CSFB forecloses on the Convertible Shares, or
the Convertible Shares are transferred to CSFB pursuant to the terms of the
Transaction, that promptly, upon delivery to the Company or its transfer agent
of:

     (i)  any required tax stamps; and

     (ii) a duly executed notice of conversion (attached hereto as Exhibit 1)

the Company (x) will effect the conversion of such Convertible Shares without
any further action or delivery of any documents or instruments on the part of
CSFB or Counterparty and notwithstanding any policy or objection the Company
may have at the time that would prevent or delay any sale or transfer of any
shares of Common Stock or Convertible Shares by Counterparty at the time of
such foreclosure or transfer and (y) will instruct its transfer agent to
convert any such Convertible Shares held by CSFB in Pledge, in accordance with
the provisions of the Convertible Shares, into the such number of shares of
fully paid and non-assessable shares of Common Stock as provided for by the
terms of the Convertible Shares and issue shares of Common Stock without any
legends thereon that relate to restrictions on the disposition thereof under






























                                    A-1



the Securities Act of 1933 or otherwise register in such name or names as CSFB
shall request and deliver such shares directly to CSFB or its designee without
the return thereof to Counterparty.



                                  KORN/FERRY INTERNATIONAL


                                  By:  ___________________________
                                       Name:
                                       Title:





































































                                       A-2



                                                         EXHIBIT 1 TO ANNEX A


                         [FORM OF NOTICE OF CONVERSION]

                                                                       [DATE]

Korn/Ferry International
1800 Century Park East, Suite 900
Los Angeles, CA 90067
Attn:  Secretary

Ladies and Gentlemen:

     Please be advised that Friedman Fleischer & Lowe Capital Partners, L.P., a
Delaware limited partnership ("SELLER"), has entered into a Prepaid Forward
Confirmation (the "Agreement") dated as of March 15, 2005 with Credit Suisse
First Boston International ("BUYER"), by Credit Suisse First Boston LLC as its
agent (the "AGENT").

     Seller is the record holder of shares of 7.5% Convertible Series A
Preferred Stock (evidenced by the certificates attached hereto, the
"CONVERTIBLE SHARES") of Korn/Ferry International, a Delaware corporation (the
"COMPANY"). The Convertible Shares are convertible into shares of common stock
("COMMON STOCK") of the Company. Seller and Buyer are willing to sell and
purchase 3,122.413 Convertible Shares at the times and on the terms set forth
in the Agreement. Seller has agreed, pursuant to the Agreement, to grant Buyer
a security interest (the "PLEDGE") in Convertible Shares (the "PLEDGED SHARES")
to secure the obligations of Seller under the Agreement.

     This letter constitutes written notice of conversion (the "NOTICE OF
CONVERSION") required by the Convertible Shares and instruments governing the
Convertible Shares. In the event that Seller delivers Convertible Shares
pursuant to its obligations under the Agreement, or in the event of the
exercise by Buyer of any of its rights under the Pledge with respect to the
Pledged Shares, the Seller and Buyer hereby elect that such Convertible Shares
be converted into such number of shares of Common Stock as provided for by the
terms of the Convertible Shares and its governing instruments.

     Pursuant to this Notice of Conversion and upon delivery of certificates
evidencing the Convertible Shares subject to conversion duly endorsed by Seller
or in blank or accompanied by a duly executed proper instrument of transfer in
a form satisfactory to the Company, please convert the Convertible Shares into
the applicable number of shares of Common Stock and, at Buyer's direction,
either (i) issue them in the name of Credit Suisse First Boston International
and deliver the certificate evidencing such shares of Common Stock directly to
the following address:

                     Credit Suisse First Boston International
                       c/o Credit Suisse First Boston LLC
                          1 Madison Avenue, 8th Floor
                            New York, New York 10010
                             Attn: Ricardo Harewood
                           OTC Derivative Operations

or (ii) deliver them in electronic equivalent form to an account specified by
Buyer at such time.

     PLEASE DO NOT DELIVER THE CERTIFICATES REPRESENTING SUCH SHARES OF COMMON
STOCK TO SELLER UNDER ANY CIRCUMSTANCES PURSUANT TO THE TERMS OF THIS NOTICE OF
CONVERSION.


















                                    Ex. 1-1


     This Notice of Conversion will be irrevocable by the Seller. This Notice
of Conversion will automatically terminate upon the satisfaction of Seller's
delivery obligations under the Agreement, as determined in good faith by the
Buyer.

                                    Very truly yours,

                                    FRIEDMAN FLEISCHER & LOWE CAPITAL
                                        PARTNERS, L.P.


                                    BY:  FRIEDMAN FLEISCHER & LOWE GP,
                                         LLC, ITS GENERAL PARTNER


                                    By:  _______________________________
                                         Name:
                                         Title:





                                    CREDIT SUISSE FIRST BOSTON INTERNATIONAL


                                    By:  _______________________________
                                         Name:
                                         Title:















































                                    Ex. 1-2



-------------------------------------------------------------------------------
PREPAID FORWARD TRANSACTION
-------------------------------------------------------------------------------

                                                              March 15, 2005

FFL Executive Partners, L.P.
One Maritime Plaza, Suite 1000
San Francisco, CA  94111

Credit Suisse First Boston International
One Cabot Square
London E14 4QJ


External ID: 9183176    - Risk ID: 40063500

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

Dear Sir or Madam,

The purpose of this letter agreement (this "CONFIRMATION") is to confirm the
terms and conditions of the Transaction entered into between us on the Trade
Date specified below (the "TRANSACTION"). This Confirmation constitutes a
"Confirmation" as referred to in the Agreement specified below.

In this Confirmation, "CSFB" means Credit Suisse First Boston International,
"COUNTERPARTY" means FFL Executive Partners, L.P. and "AGENT" means Credit
Suisse First Boston LLC, solely in its capacity as agent for CSFB and
Counterparty.

1.   The definitions and provisions contained in the 2000 ISDA Definitions (the
     "2000 DEFINITIONS") and the 2002 ISDA Equity Derivatives Definitions (the
     "2002 DEFINITIONS" and, together with the 2000 Definitions, the
     "DEFINITIONS"), each as published by the International Swaps and
     Derivatives Association, Inc. ("ISDA"), are incorporated into this
     Confirmation. In the event of any inconsistency between the 2000
     Definitions and the 2002 Definitions, the 2002 Definitions will govern. In
     the event of any inconsistency between the Definitions and this
     Confirmation, this Confirmation will govern. The Transaction shall be
     deemed to be a Share Forward Transaction within the meaning set forth in
     the Equity Definitions.

     This Confirmation shall supplement, form a part of and be subject to an
     agreement (the "AGREEMENT") in the form of the 1992 ISDA Master Agreement
     (Multicurrency - Cross Border) (the "ISDA FORM"), as published by the
     International Swaps and Derivatives Association, Inc., as if CSFB and
     Counterparty had executed the ISDA Form (without any Schedule thereto) on
     the date hereof. All provisions contained in the Agreement are
     incorporated into and shall govern this Confirmation except as expressly
     modified below. This Confirmation evidences a complete and binding
     agreement between you and us as to the terms of the Transaction and
     relates and replaces any previous agreement between us with respect to the
     subject matter hereof, including the agreement entitled "Physically
     Settled Forward Contract on Korn Ferry 7.5% Convertible Series A Preferred
     Stock Executable Terms as of March 10, 2005" (the "TERM SHEET"). This
     Confirmation, together with all other confirmations or agreements between
     us referencing the ISDA Form, shall be deemed to supplement, form part of
     and be subject to the same, single Agreement.




     If there exists any ISDA Master Agreement between CSFB and Counterparty or
     any confirmation or other agreement between CSFB and Counterparty pursuant
     to which an ISDA Master Agreement is deemed to exist between CSFB and
     Counterparty, then notwithstanding anything to the contrary in such ISDA
     Master Agreement, such confirmation or agreement or any other agreement to
     which CSFB and Counterparty are parties, this Transaction shall not be
     considered a Transaction under, or otherwise governed by, such existing or
     deemed ISDA Master Agreement.

2.   The terms of the particular Transaction to which this Confirmation relates
     are as follows:



                                              
     General Terms:

          Trade Date:                                  March 10, 2005

          Seller:                                      Counterparty

          Buyer:                                       CSFB

          Securities:                                  7.5% Convertible Series A
                                                       Preferred Stock of Korn/Ferry
                                                       International (the "ISSUER").

          Number of Securities:                        56.987 shares as of the Trade
                                                       Date; the Number of Securities
                                                       shall be increased to reflect any
                                                       payments thereon of dividends in
                                                       additional Securities; further, in
                                                       the event of any exchange,
                                                       substitution, redemption,
                                                       repurchase or similar transaction
                                                       (whether in whole or in part)
                                                       with respect to the Number of
                                                       Securities pursuant to the terms
                                                       thereof and the instruments
                                                       governing them or applicable law,
                                                       the Number of Securities shall
                                                       consist of any and all property
                                                       received upon such transaction and
                                                       any remaining Securities, as
                                                       determined by the Calculation
                                                       Agent.

          Shares                                       Common stock of the Issuer
                                                       (Exchange Symbol: "KFY")

          Number of Shares:                            the number of Shares into which
                                                       the Number of Securities is
                                                       convertible (5,592.45 as of the
                                                       Trade Date); provided, however,
                                                       that any references to Number of
                                                       Shares to be Delivered shall be
                                                       to the Number of Securities

          Prepayment:                                  Applicable




          Conditions to CSFB's Obligation
          to Pay Prepayment Amount:                    It shall be a condition to CSFB's
                                                       obligation to pay any Prepayment
                                                       Amount hereunder on any Prepayment
                                                       Date that Counterparty shall have
                                                       performed its obligations under
                                                       paragraphs 4(a)-"Delivery of
                                                       Collateral" and 5-"Agreements to
                                                       Deliver Documents", below.

          Prepayment                                   Date: The later of (i) March 15,
                                                       2005 and (ii) the earliest date on
                                                       which all conditions to CSFB's
                                                       obligation to pay the Prepayment
                                                       Amount have been satisfied,
                                                       provided, however, that in the
                                                       case of (ii) above, if such
                                                       conditions were not satisfied by
                                                       12:00 p.m. New York City time on
                                                       such date, then the Prepayment
                                                       Date would be the following
                                                       Business Day

          Prepayment Amount:                      
     USD 113,135.28

          Variable Obligation:                         Not applicable

          Exchange:                                    The New York Stock Exchange

          Related Exchange(s):                         All Exchanges

     Settlement Terms:

          Physical Settlement:                         Applicable

          Settlement Method Election:                  Not applicable

          Settlement Date                              2 years from the Trade Date,
                                                       provided that CSFB may elect to
                                                       accelerate the Settlement Date at
                                                       anytime upon 1 Business Day's
                                                       notice and take immediate delivery
                                                       of the Number of Securities.

          Automatic Physical Settlement:               If (x) by 10:00 A.M., New York
                                                       City time, on the Settlement Date,
                                                       Counterparty has not otherwise
                                                       effected delivery of the Number
                                                       of Shares to be Delivered and
                                                       (y) the Representation and
                                                       Agreement set forth in Section
                                                       9.11 of the 2002 Definitions are
                                                       true and satisfied (or, at the
                                                       absolute discretion of CSFB, such
                                                       Representation and Agreement are
                                                       not true or satisfied) with
                                                       respect to the collateral then
                                                       held hereunder by or on behalf of
                                                       CSFB, then the delivery required
                                                       by Section 9.2 of the Equity
                                                       Definitions shall be effected, in
                                                       whole or in part, as the case may



                                                       be by delivery from the Collateral
                                                       Account (as defined below under
                                                       "Collateral") to CSFB of the
                                                       Number of Securities.

          Settlement Currency:                         USD

     Dividends and Other Payments:

          Payment Obligation by Counterparty:          Counterparty shall immediately upon
                                                       receipt thereof pay to CSFB any and
                                                       all dividends, distributions,
                                                       coupons and other payments (other
                                                       than dividend payments in kind which
                                                       shall be added to the Number of
                                                       Securities and the Collateral)
                                                       received in respect of the
                                                       Securities.

     Sections 11 and 12 of the
     2002 Definitions:                                 Not Applicable

     Non-Reliance:                                     Applicable

     Agreements and Acknowledgments
     Regarding Hedging Activities:                     Applicable

     Additional Acknowledgments:                       Applicable

     Credit Support Documents:                         Section 4 shall be a Credit Support
                                                       Document under the Agreement with
                                                       respect to Counterparty.

                                                       Guarantee dated May 16, 2001 made by
                                                       Credit Suisse First Boston (USA), Inc.,
                                                       a Delaware corporation, in favor of
                                                       each and every counterparty to one or
                                                       more Financial Transactions (as
                                                       defined therein) with CSFB shall
                                                       be a Credit Support Document under
                                                       the Agreement with respect to CSFB.

     Account Details:

          Payments to CSFB:                            To be advised under separate cover
                                                       prior to the Trade Date

          Payments to Counterparty:                    Bank: Bank of America
                                                       Address: 345 Montgomery Street
                                                        Concourse Level
                                                        San Francisco, CA 94104
                                                       ABA #:  121-000-358
                                                       Account #:  14991-06117
                                                       Account Name:  FFL Executive Partners,
                                                                      L.P.




          Delivery of Securities/Shares to CSFB:       To be advised

          Calculation Agent:                           CSFB. The Calculation Agent will have no
                                                       responsibility for good faith errors or
                                                       omissions in any determination under the
                                                       Transaction.


3.   Other Provisions:

          ADDITIONAL REPRESENTATIONS AND WARRANTIES OF COUNTERPARTY:

               Counterparty hereby represents and warrants to CSFB as of the
               date hereof that:

               1.   From the date three months prior to the date of the Term
                    Sheet, neither Counterparty nor any person who would be
                    considered to be the same "person" as Counterparty or
                    "acting in concert" with Counterparty (as such terms are
                    used in clauses (a)(2) and (e)(3)(vi) of Rule 144 under the
                    Securities Act of 1933, as amended (the "SECURITIES ACT"))
                    has, without the written consent of CSFB, sold any Shares
                    or hedged (through swaps, options, short sales or
                    otherwise) any long position in the Shares. Counterparty
                    does not know or have any reason to believe that the Issuer
                    has not complied with the reporting requirements contained
                    in Rule 144(c)(1) under the Securities Act. Shares of
                    common stock of the Issuer issuable upon conversion of the
                    Securities would, upon sale of such shares, be considered
                    securities "acquired from the issuer for a consideration
                    consisting solely of other securities of the same issuer
                    surrendered for conversion" for the purposes of Rule 144.

               2.   Counterparty is an "eligible contract participant" as such
                    term is defined in Section 1(a)(12) of the Commodity
                    Exchange Act, as amended.

               3.   Counterparty was not on the Trade Date, and is not on the
                    date hereof, in possession of any material non-public
                    information regarding the Issuer. None of the transactions
                    contemplated herein will violate any corporate policy of
                    the Issuer or other rules or regulations of the Issuer
                    applicable to Counterparty or its affiliates, including,
                    but not limited to, the Issuer's window period policy.

               4.   On the Trade Date, Counterparty filed, in the manner
                    contemplated by Rule 144(h) under the Securities Act, a
                    notice on Form 144 relating to the Transaction contemplated
                    hereby in form and substance that CSFB has informed
                    Counterparty is acceptable to CSFB.




               5.   All representations and warranties of Counterparty
                    contained in the Term Sheet were true and correct as of the
                    times such representations and warranties were made or
                    repeated or deemed to be made or repeated under the Term
                    Sheet and Counterparty has performed all of the covenants
                    and obligations to be performed by Counterparty on or prior
                    to the date hereof under the Term Sheet.

               6.   Counterparty is not and, after giving effect to the
                    transactions contemplated hereby, will not be an
                    "investment company" as such term is defined in the
                    Investment Company Act of 1940, as amended.

               7.   Counterparty is, and shall be as of the date of any payment
                    or delivery by Counterparty hereunder, solvent and able to
                    pay its debts as they come due, with assets having a fair
                    value greater than liabilities and with capital sufficient
                    to carry on the businesses in which it engages.

               8.   Counterparty's holding period (calculated in accordance
                    with Rule 144(d) under the Securities Act) with respect to
                    the Initial Pledged Items commenced on June 13, 2002.
                    Counterparty agrees that Counterparty has not (i) created
                    or permitted to exist any Lien (other than the Security
                    Interests) or any Transfer Restriction (other than the
                    Existing Transfer Restrictions) upon or with respect to the
                    Collateral, (ii) sold or otherwise disposed of, or granted
                    any option with respect to, any of the Collateral or (iii)
                    entered into or consented to any agreement (other than, in
                    the case of clause (x), this Confirmation) (x) that
                    restricts in any manner the rights of any present or future
                    owner of any Collateral with respect thereto or (y)
                    pursuant to which any person other than Counterparty, CSFB
                    and any securities intermediary through whom any of the
                    Collateral is held (but in the case of any such securities
                    intermediary only in respect of Collateral held through it)
                    has or will have Control in respect of any Collateral.
                    "CONTROL" means "control" as defined in Section 8-106 and
                    9-106 of the Uniform Commercial Code as in effect in the
                    State of New York ("UCC").

               9.   Other than financing statements or other similar or
                    equivalent documents or instruments with respect to the
                    Security Interests, no financing statement, security
                    agreement or similar or equivalent document or instrument
                    covering all or any part of the Collateral is on file or of
                    record in any jurisdiction in which such filing or
                    recording would be effective to perfect a lien, security
                    interest or other encumbrance of any kind on such
                    Collateral.

               10.  All Collateral consisting of securities and all financial
                    assets underlying Collateral consisting of security
                    entitlements (each as defined in Section 8-102 of the UCC)
                    at any time pledged hereunder is and will be issued by an
                    issuer organized under the laws of the United States, any
                    State thereof or the District of Columbia and is and will
                    be (i) certificated (and the certificate or certificates in
                    respect of such securities or financial assets are and will
                    be located in the United States) and registered in the name
                    of Counterparty or held through a securities intermediary
                    whose securities intermediary's jurisdiction (within the
                    meaning of Section 8-110(e) of the UCC)



                    is located in the United States or (ii) uncertificated and
                    either registered in the name of Counterparty or held
                    through a securities intermediary whose securities
                    intermediary's jurisdiction (within the meaning of Section
                    8-110(e) of the UCC) is located in the United States;
                    provided that this representation shall not be deemed to be
                    breached if, at any time, any such Collateral is issued by
                    an issuer that is not organized under the laws of the
                    United States, any State thereof or the District of
                    Columbia, and the parties hereto agree to procedures or
                    amendments hereto necessary to enable CSFB to maintain a
                    valid and continuously perfected security interest in such
                    Collateral, in respect of which CSFB will have Control,
                    subject to no prior Lien. The parties hereto agree to
                    negotiate in good faith any such procedures or amendments.

               11.  Counterparty's "location" (as defined in Section 9-307 of
                    UCC) is the state of Delaware. The following is the mailing
                    address, county and state of each chief executive office
                    not at such "location" maintained by Counterparty at any
                    time during the past five years: One Maritime Plaza, Suite
                    1000, San Francisco, CA 94111.

          REPRESENTATIONS, WARRANTIES AND COVENANTS OF CSFB:

               1.   CSFB represents to Counterparty that an affiliate of CSFB
                    (the "CSFB AFFILIATE") is registered as a broker and a
                    dealer with the Securities and Exchange Commission and is a
                    "market maker" or a "block positioner", as such terms are
                    used in Rule 144 under the Securities Act, with respect to
                    the Shares.

               2.   CSFB agrees that CSFB Affiliate shall, as promptly as
                    practicable consistent with market conditions, introduce
                    into the public market a quantity of securities of the same
                    class as the Shares equal to the Number of Shares.

          U.S. PRIVATE PLACEMENT REPRESENTATIONS:

               Each of CSFB and Counterparty hereby represents and warrants to
               the other party as of the date hereof that:

               1.   It is an "accredited investor" (as defined in Regulation D
                    under the Securities Act) and has such knowledge and
                    experience in financial and business matters as to be
                    capable of evaluating the merits and risks of the
                    Transaction, and it is able to bear the economic risk of
                    the Transaction.

               2.   It is entering into the Transaction for its own account and
                    not with a view to the distribution or resale of the
   
                 Transaction or its rights thereunder except pursuant to a
                    registration statement declared effective under, or an
                    exemption from the registration requirements of, the
                    Securities Act.


          COVENANTS OF COUNTERPARTY:

               Counterparty agrees that each of Counterparty and its affiliates
               will comply with all applicable disclosure or reporting
               requirements in respect of the Transaction, including, without
               limitation, any requirement imposed by Section 13 or Section 16



               of the Securities and Exchange Act of 1934, as amended, if any,
               and Counterparty will provide CSFB with a copy of any report
               filed in respect of the Transaction promptly upon filing
               thereof.

          BINDING COMMITMENT/FINAL AGREEMENT:

               The parties intend that this Confirmation constitutes a "Final
               Agreement" as described in the letter dated December 14, 1999
               submitted by Robert W. Reeder and Alan L. Beller to Michael
               Hyatte of the staff of the Securities and Exchange Commission
               (the "STAFF") to which the Staff responded in an interpretative
               letter dated December 20, 1999.

          PAYMENTS ON EARLY TERMINATION:

               Upon the occurrence or effective designation of an Early
               Termination Date in respect of the Transaction (an "EARLY
               TERMINATION EVENT"), if Counterparty would owe any amount to
               CSFB pursuant to Section 6(d)(ii) of the Agreement (determined
               as if the Transaction were the only Transaction under the
               Agreement) (any such amount, a "COUNTERPARTY PAYMENT AMOUNT"
               and any Early Termination Event that would so result in
               Counterparty owing any such amount, a "COUNTERPARTY PAYMENT
               EVENT"), then, except to the extent that CSFB proceeds to
               realize upon the Collateral and to apply the proceeds of such
               realization to any obligation of Counterparty hereunder and
               under the Agreement:

               (i)  on the date on which any Counterparty Payment Amount is
                    due, in lieu of any payment or delivery of such
                    Counterparty Payment Amount, Counterparty shall deliver to
                    CSFB the Number of Securities; and

               (ii) for purposes of determining any Loss under Section 6(e) of
                    the Agreement in respect of any other Transactions under
                    the Agreement, the Transaction shall be deemed not to be a
                    Transaction under the Agreement; provided that, for the
                    avoidance of doubt, if Counterparty fails to deliver
                    Securities pursuant to clause (i) above at the time
                    required, then the Transaction (including such delivery
                    obligation) shall be included for the purpose of
                    determining CSFB's Loss for all Transactions (including the
                    Transaction) under the Agreement.

          SECURITIES CONTRACT:

               The parties hereto acknowledge and agree that each of CSFB and
               the Custodian is a "stockbroker" within the meaning of Section
               101 (53A) of Title 11 of the United States Code (the "BANKRUPTCY
               CODE") and that the Custodian is acting as agent and custodian
               for CSFB in connection with the Transaction and that CSFB is a
               "customer" of the Custodian within the meaning of Section 741(2)
               of the Bankruptcy Code. The parties hereto further recognize
               that the Transaction is a "securities contract", as such term is
               defined in Section 741(7) of the Bankruptcy Code, entitled to
               the protection of, among other provisions, Sections 555 and
               362(b)(6) of the Bankruptcy Code, and that each payment or
               delivery of cash, Shares or other property or assets hereunder
               is a "settlement payment" within the meaning of Section 741(8)
               of the Bankruptcy Code.




          ASSIGNMENT:

               The rights and duties under this Confirmation may not be
               assigned or transferred by any party hereto without the prior
               written consent of the other parties hereto, such consent not to
               be unreasonably withheld; provided that (i) CSFB may assign or
               transfer any of its rights or duties hereunder to any of its
               affiliates without the prior written consent of Counterparty and
               (ii) the Agent may assign or transfer any of its rights or
               duties hereunder without the prior written consent of the other
               parties hereto to any affiliate of Credit Suisse First Boston,
               so long as such affiliate is a broker-dealer registered with the
               Securities and Exchange Commission.

          NON-CONFIDENTIALITY:

               The parties hereby agree that (i) effective from the date of
               commencement of discussions concerning the Transaction,
               Counterparty and each of its employees, representatives, or
               other agents may disclose to any and all persons, without
               limitation of any kind, the tax treatment and tax structure of
               the Transaction and all materials of any kind, including
               opinions or other tax analyses, provided by CSFB and its
               affiliates to Counterparty relating to such tax treatment and
               tax structure; provided that the foregoing does not constitute
               an authorization to disclose the identity of CSFB or its
               affiliates, agents or advisers, or, except to the extent
               relating to such tax structure or tax treatment, any specific
               pricing terms or commercial or financial information, and (ii)
               CSFB does not assert any claim of proprietary ownership in
               respect of any description contained herein or therein relating
               to the use of any entities, plans or arrangements to give rise
               to a particular United States federal income tax treatment for
               Counterparty.

          MATTERS RELATING TO THE AGENT:

               (a) As a broker-dealer registered with the U.S. Securities and
               Exchange Commission ("SEC"), Credit Suisse First Boston LLC in
               its capacity as Agent will be responsible for (i) effecting this
               Transaction, (ii) issuing all required confirmations and
               statements to CSFB and Counterparty, (iii) maintaining books and
               records relating to this Transaction as required by Rules 17a-3
               and 17a-4 under the Securities Exchange Act of 1934 (the
               "Exchange Act") and (iv) unless otherwise requested by
               Counterparty, receiving, delivering, and safeguarding
               Counterparty's funds and any securities in connection with this
               Transaction, in compliance with Rule 15c3-3 under the Exchange
               Act.

               (b) Credit Suisse First Boston LLC is acting in connection with
               this Transaction solely in its capacity as Agent for CSFB and
               Counterparty pursuant to instructions from CSFB and Counterparty.
               Credit Suisse First Boston LLC shall have no responsibility or
               personal liability to CSFB or Counterparty arising from any
               failure by CSFB or Counterparty to pay or perform any obligations
               hereunder, or to monitor or enforce compliance by CSFB or
               Counterparty with any obligation hereunder, including without
               limitation, any obligations to maintain collateral. Each of CSFB
               and Counterparty agrees to proceed solely against the other to
               collect or recover any securities or monies owing to it in
               connection with or as a result of this Transaction. Credit Suisse
               First Boston LLC shall otherwise have no liability in respect of
               this Transaction, except for its gross negligence or wilful
               misconduct in performing its duties as Agent.

               (c) Any and all notices, demands, or communications of any kind
               relating to this Transaction, including without limitation, any
               option exercise notice, between CSFB and Counterparty shall be
               transmitted exclusively through the Agent at the following
               address:

               Credit Suisse First Boston LLC
               Eleven Madison Avenue
               New York, NY 10010

               For payments and deliveries:
               Telephone No.: (212) 538-9810
               Facsimile No.: (212) 325-8175

               For all other communications:
               Telephone No.: 212-538-4437 / 212-538-8297 / 212-325-5119
               Facsimile No.: (917) 326-8603

               (d) The date and time of the Transaction evidenced hereby will be
               furnished by the Agent to CSFB and Counterparty upon written
               request.

               (e) The Agent will furnish to Counterparty upon written request a
               statement as to the source and amount of any remuneration
               received or to be received by the Agent in connection with the
               Transaction evidenced hereby.

               (f) CSFB is aware of and agrees to be bound by the rules of the
               National Association of Securities Dealers, Inc. ("NASD")
               applicable to option trading and is aware of and agrees not to
               violate, either alone or in concert with others, the position or
               exercise limits established by the NASD.

          STAGGERED SETTLEMENT:

               If CSFB determines reasonably and in good faith that the Number
               of Shares to be Delivered to CSFB hereunder or, in receiving



               such Number of Shares to be Delivered, its "beneficial
               ownership" (within the meaning of Section 16 of the Exchange Act
               and rules promulgated thereunder) on the Settlement Date would
               exceed 9.9% of all outstanding Shares, then CSFB may, by notice
               to Counterparty on or prior to the Settlement Date (a "NOMINAL
               SETTLEMENT DATE"), elect to receive the Number of Shares to be
               Delivered on two or more dates (each, a "STAGGERED SETTLEMENT
               DATE") as follows:

               (a) in such notice, CSFB will specify to Counterparty the
               related Staggered Settlement Dates (the first of which will be
               such Nominal Settlement Date and the last of which will be no
               later than the twentieth (20th) Exchange Business Day following
               such Nominal Settlement Date) and the related portion of the
               Number of Shares to be Delivered on each Staggered Settlement
               Date; and

               (b) the aggregate number of Shares that Counterparty will
               deliver to CSFB hereunder on all such Staggered Settlement Dates
               will equal the Number of Shares to be Delivered that
               Counterparty would otherwise be required to deliver on such
               Nominal Settlement Date.

               Notwithstanding anything herein to the contrary, to the extent
               Counterparty receives or is entitled to receive any distribution
               or payment in respect of Shares by reason of Counterparty's
               being a holder of record of such Shares on any date after the
               Nominal Settlement Date but for the provisions of the foregoing,
               Counterparty shall deliver such distribution or payment to CSFB
               at the time Counterparty delivers to CSFB the related portion of
               the Number of Shares to be Delivered in accordance with the
               foregoing, if such distribution or payment has already been
               received by Counterparty at such time, or within a reasonable
               period of time following Counterparty's receipt of the
               distribution or payment, if such distribution or payment has not
               been already received by Counterparty at the time Counterparty
               delivers the related portion of the Number of Shares to be
               Delivered in accordance with the foregoing.

4.   Collateral Provisions:

     Counterparty has granted to CSFB a security interest in the Initial
     Pledged Items to secure Counterparty's obligations under the Term Sheet
     and the Transaction. Counterparty and CSFB now wish to (i) set forth
     additional understandings and agreements relating to such security
     interest and (ii) confirm, on the terms set forth herein, the continuation
     of such security interest.

  A. DELIVERY OF COLLATERAL:

     As soon as practicable after the Trade Date, Counterparty shall deliver to
     CSFB in pledge hereunder, Eligible Collateral consisting of the Number of
     Securities (the "INITIAL PLEDGED ITEMS"). "ELIGIBLE COLLATERAL" means
     Securities; provided that Counterparty has good and marketable title
     thereto, free of all of any and all lien, mortgage, interest, pledge,
     charge or encumbrance of any kind (other than the security interests in
     the Collateral created hereby, a "LIEN") and Transfer Restrictions (other
     than the Existing Transfer Restrictions) and that CSFB has a valid, first
     priority perfected security interest



     therein, a first lien thereon and Control with respect thereto. "TRANSFER
     RESTRICTION" means, with respect to any item of collateral pledged
     hereunder, any condition to or restriction on the ability of the owner
     thereof to sell, assign or otherwise transfer such item of collateral or
     enforce the provisions thereof or of any document related thereto whether
     set forth in such item of collateral itself or in any document related
     thereto, including, without limitation, (i) any requirement that any sale,
     assignment or other transfer or enforcement of such item of collateral be
     consented to or approved by any Person, including, without limitation, the
     issuer thereof or any other obligor thereon, (ii) any limitations on the
     type or status, financial or otherwise, of any purchaser, pledgee,
     assignee or transferee of such item of collateral, (iii) any requirement
     of the delivery of any certificate, consent, agreement, opinion of
     counsel, notice or any other document of any Person to the issuer of, any
     other obligor on or any registrar or transfer agent for, such item of
     collateral, prior to the sale, pledge, assignment or other transfer or
     enforcement of such item of collateral and (iv) any registration or
     qualification requirement or prospectus delivery requirement for such item
     of collateral pursuant to any federal, state or foreign securities law
     (including, without limitation, any such requirement arising under Section
     5 of the Securities Act as a result of such security being a "restricted
     security" or Counterparty being an "affiliate" of the issuer of such
     security, as such terms are defined in Rule 144 under the Securities Act,
     or as a result of the sale of such security being subject to paragraph (c)
     of Rule 145 under the Securities Act); provided that the required delivery
     of any assignment, instruction or entitlement order from the seller,
     Counterparty, assignor or transferor of such item of collateral, together
     with any evidence of the corporate or other authority of such Person,
     shall not constitute a "Transfer Restriction". "EXISTING TRANSFER
     RESTRICTIONS" means Transfer Restrictions existing with respect to any
     securities by virtue of the fact 
that Counterparty is an "affiliate",
     within the meaning of Rule 144 under the Securities Act, of the Issuer.
     "PERSON" means an individual, a corporation, a limited liability company,
     a partnership, an association, a trust or any other entity or
     organization, including a government or political subdivision or an agency
     or instrumentality thereof.

     Any delivery of any securities or security entitlements (each as defined
     in Section 8-102 of the UCC) as Collateral to CSFB by Counterparty shall
     be effected (A) in the case of Collateral consisting of certificated
     securities registered in the name of Counterparty, by delivery of
     certificates representing such securities to the Custodian, accompanied by
     any required transfer tax stamps, and in suitable form for transfer by
     delivery or accompanied by duly executed instruments of transfer or
     assignment in blank, with signatures appropriately guaranteed, all in form
     and substance satisfactory to CSFB, and the crediting by the Custodian of
     such securities to a securities account (as defined in Section 8-501 of
     the UCC) (the "COLLATERAL ACCOUNT") of CSFB maintained by the Custodian,
     (B) in the case of Collateral consisting of uncertificated securities
     registered in the name of Counterparty, by transmission by Counterparty of
     an instruction to the issuer of such securities instructing such issuer to
     register such securities in the name of the Custodian or its nominee,
     accompanied by any required transfer tax stamps, the issuer's compliance
     with such instructions and the crediting by the Custodian of such
     securities to the Collateral Account, (C) in the case of securities in
     respect of which security entitlements are held by Counterparty through a
     securities intermediary, by the crediting of such securities, accompanied
     by any required transfer tax stamps, to a securities account of the
     Custodian at such securities intermediary or, at the option of CSFB, at
     another securities intermediary satisfactory to CSFB and the crediting by
     the Custodian of such securities to the Collateral Account or (D) in any
     case, by complying with such alternative delivery instructions as CSFB
     shall provide to Counterparty in writing. "CUSTODIAN" means Credit Suisse
     First Boston LLC, or any other custodian appointed by CSFB and identified
     to Counterparty.




  B. GRANT OF SECURITY INTERESTS IN THE COLLATERAL:

     In order to secure the full and punctual observance and performance of the
     covenants and agreements contained in this Confirmation and in the
     Agreement, Counterparty hereby assigns and pledges to CSFB, and grants to
     CSFB, as secured party, security interests in and to, and a lien upon and
     right of set-off against, and transfers to CSFB, as and by way of a
     security interest having priority over all other security interests, with
     power of sale, all of Counterparty's right, title and interest in and to
     (i) the Initial Pledged Items; (ii) all additions to and substitutions for
     the Initial Pledged Items (including, without limitation, any securities,
     instruments or other property delivered or pledged hereunder) (such
     additions and substitutions, the "ADDITIONS AND SUBSTITUTIONS"); (iii) the
     Collateral Account of CSFB maintained by the Custodian and all securities
     and other financial assets (each as defined in Section 8-102 of the UCC)
     and other funds, property or assets from time to time held therein or
     credited thereto; and (iv) other than the payments made to CSFB pursuant
     to the provision entitled "Payment Obligation by Counterparty" of
     paragraph 2 of this Confirmation, all income, proceeds and collections
     received or to be received, or derived or to be derived, at the time that
     the Initial Pledged Items were delivered to the Custodian or any time
     thereafter (whether before or after the commencement of any proceeding
     under applicable bankruptcy, insolvency or similar law, by or against
     Counterparty, with respect to Counterparty) from or in connection with the
     Initial Pledged Items or the Additions and Substitutions (collectively,
     the "COLLATERAL"). The parties hereto expressly agree that all rights,
     assets and property at any time held in or credited to the Collateral
     Account shall be treated as financial assets (as defined in Section 8-102
     of the UCC).

  C. CERTAIN COVENANTS OF COUNTERPARTY RELATING TO THE COLLATERAL:

     Counterparty agrees that, so long as any of Counterparty's obligations
     under the Agreement remain outstanding:

     1.   Counterparty shall ensure at all times that a Collateral Event of
          Default shall not occur, and shall pledge additional Collateral in
          the manner described hereunder as necessary to cause such requirement
          to be met. "COLLATERAL EVENT OF DEFAULT" means, at any time, the
          occurrence of either of the following: (A) failure of the Collateral
          to include, as Eligible Collateral, the Number of Securities or (B)
          failure at any time of the security interests in the Collateral
          created hereby to constitute valid and perfected security interests
          in all of the Collateral, subject to no prior, equal or junior Lien,
          and, with respect to any Collateral consisting of securities or
          security entitlements (each as defined in Section 8-102 of the UCC),
          as to which CSFB has Control, or, in each case, assertion of such by
          Counterparty in writing.

     2.   Counterparty shall, at its own expense and in such manner and form as
          CSFB may require, give, execute, deliver, file and record any
          financing statement, notice, instrument, document, agreement or other
          papers that may be necessary or desirable in order to (i) create,
          preserve, perfect, substantiate or validate any security interest
          granted pursuant hereto, (ii) create or maintain Control with respect
          to any such security interests in any investment property (as defined
          in Section 9-102(a) of the UCC) or (iii) enable CSFB to exercise and
          enforce its rights hereunder with respect to such security interest.




     3.   Counterparty shall warrant and defend Counterparty's title to the
          Collateral, subject to the rights of CSFB, against the claims and
          demands of all persons. CSFB may elect, but without an obligation to
          do so, to discharge any Lien of any third party on any of the
          Collateral.

     4.   Counterparty agrees that Counterparty shall not change (i)
          Counterparty's name in any manner or (ii) Counterparty's "location"
          (as defined in Section 9-307 of UCC), unless Counterparty shall have
          given CSFB not less than 10 days' prior notice thereof.

     5.   Counterparty agrees that Counterparty has not and shall not (i)
          create or permit to exist any Lien (other than the security interests
          in the Collateral created hereby) or any Transfer Restriction upon or
          with respect to the Collateral, (ii) sell or otherwise dispose of, or
          grant any option with respect to, any of the Collateral or (iii)
          enter into or consent to any agreement (x) that restricts in any
          manner the rights of any present or future owner of any Collateral
          with respect thereto (other than this Confirmation) or (y) pursuant
          to which any person other than Counterparty, CSFB and any securities
          intermediary through whom any of the Collateral is held (but in the
          case of any such securities intermediary only in respect of
          Collateral held through it) has or will have Control in respect of
          any Collateral and represents that it has not previously created any
          such Lien, effected any such sale, disposition or grant or entered in
          or consented to any such agreement.

  D. ADMINISTRATION OF THE COLLATERAL AND VALUATION OF SECURITIES:

     1.   CSFB shall determine on each Business Day whether a Collateral Event
          of Default shall have occurred. If on any Business Day CSFB
          determines that a Collateral Event of Default shall have occurred,
          CSFB shall promptly notify Counterparty of such determination by
          telephone call to Counterparty followed by a written confirmation of
          such call. If on any Business Day CSFB determines that no Default
          Event or failure by Counterparty to meet any of Counterparty's
          obligations under "Certain Covenants of Counterparty relating to the
          Collateral" or under this section has occurred and is continuing,
          Counterparty may obtain the release from the security interests in
          the Collateral created hereby of any Collateral upon delivery to CSFB
          of a written notice from Counterparty indicating the items of
          Collateral to be released so long as, after such release, no
          Collateral Event of Default shall have occurred. "DEFAULT EVENT"
          means any Collateral Event of Default, any Event of Default with
          respect to Counterparty or any Termination Event with respect to
          which Counterparty is the Affected Party or an Affected Party or an
          Extraordinary Event that results in an obligation of Counterparty to
          pay an amount pursuant to Section 12.7 or Section 12.9 of the 2002
          Definitions.

     2.   Counterparty may pledge additional Eligible Collateral hereunder at
          any time by delivering the same pursuant to the provisions of
          "Delivery of Collateral" above. Concurrently with the delivery of any
          additional Eligible Collateral, Counterparty shall deliver to CSFB a
          certificate, dated the date of such delivery, (i) identifying the
          additional items of Eligible Collateral being pledged and (ii)
          certifying that with respect to such items of additional Eligible
          Collateral the representations and warranties contained in paragraph
          4.c.5. above are true and correct with respect to such Eligible
          Collateral on and as of the date thereof.




     3.   [RESERVED]

     4.   CSFB may at any time or from time to time, in its sole discretion,
          cause any or all of the Collateral that is registered in the name of
          Counterparty or Counterparty's nominee to be transferred of record
          into the name of the Custodian, CSFB or its nominee. Counterparty
          shall promptly give to CSFB copies of any notices or other
          communications received by Counterparty with respect to Collateral
          that is registered, or held through a securities intermediary, in the
          name of Counterparty or Counterparty's nominee and CSFB shall
          promptly give to Counterparty copies of any notices and
          communications received by CSFB with respect to Collateral that is
          registered, or held through a securities intermediary, in the name of
          Custodian, CSFB or its nominee.

     5.   Counterparty agrees that Counterparty shall forthwith upon demand pay
          to CSFB:

          (i)  the amount of any taxes that CSFB or the Custodian may have been
               required to pay by reason of the security interests in the
               Collateral created hereby or to free any of the Collateral from
               any Lien thereon; and

          (ii) the amount of any and all costs and expenses, including the fees
               and disbursements of counsel and of any other experts, that CSFB
               or the Custodian may incur in connection with (A) the
               enforcement of this pledge upon a Default Event, including such
               expenses as are incurred to preserve the value of the Collateral
               and the validity, perfection, rank and value of the security
               interests in the Collateral created hereby, (B) the collection,
               sale or other disposition of any of the Collateral pursuant to
               the terms and conditions of the Agreement, (C) the exercise by
               CSFB of any of the rights conferred upon it hereunder or (D) any
               Default Event.

          Any such amount not paid on demand shall bear interest (computed on
          the basis of a year of 360 days and payable for the actual number of
          days elapsed) at a rate per annum equal to 5% plus the prime rate as
          published from time to time in The Wall Street Journal, Eastern
          Edition.

  E. REHYPOTHECATION OF COLLATERAL:

     The parties hereto agree that CSFB may sell, lend, pledge, rehypothecate,
     assign, invest, use, commingle or otherwise dispose of, or otherwise use
     in its business any Collateral.

  F. INCOME AND VOTING RIGHTS IN COLLATERAL:

     Other than the payments made to CSFB pursuant to the provision entitled
     "Payment Obligation by Counterparty" of paragraph 2 of this Confirmation,
     CSFB shall have the right to receive and retain as Collateral hereunder
     all proceeds and interest of the Collateral (such proceeds as CSFB shall
     have the right to receive and retain at any time, "RETAINED PROCEEDS"),
     and Counterparty shall take all such action as CSFB shall deem necessary
     or appropriate to give effect to such right. All such Retained Proceeds
     that are received by Counterparty shall be received in trust for the
     benefit of CSFB and, if CSFB so directs, shall be segregated from other
     funds of Counterparty and shall, forthwith upon demand by CSFB, be
     delivered over to the Custodian on behalf of CSFB as Collateral in the
     same form as received (with any necessary endorsement).




     CSFB agrees that Counterparty shall have the right from the date hereof
     through the Settlement Date, and CSFB shall take all such action and
     provide all such assurances to the Counterparty as the Counterparty
     reasonably requests to give effect to such right, to vote and to give
     consents, ratifications and waivers, and to take any other actions with
     respect to any or all of the Collateral.

  G. REMEDIES UPON DEFAULT EVENTS:

     If any Default Event shall have occurred and be continuing, CSFB may
     exercise all the rights of a secured party under the UCC (whether or not
     in effect in the jurisdiction where such rights are exercised) and, in
     addition, without being required to give any notice, except as herein
     provided or as may be required by mandatory provisions of law, may sell
     all of the Collateral, or such lesser portion thereof as may be necessary
     to generate proceeds sufficient to satisfy in full all of the obligations
     of Counterparty under the Agreement or hereunder.

     Counterparty hereby irrevocably appoints CSFB as Counterparty's true and
     lawful attorney (which power of attorney is coupled with an interest),
     with full power of substitution, in the name of Counterparty, CSFB or
     otherwise, for the sole use and benefit of CSFB, but at the expense of
     Counterparty, to the extent permitted by law, to exercise, at any time and
     from time to time while a Default Event has occurred and is continuing,
     all or any of the following powers with respect to all or any of the
     Collateral:

     (i)   to demand, sue for, collect, receive and give acquittance for any
           and all monies due or to become due upon or by virtue thereof;

     (ii)  to settle, compromise, compound, prosecute or defend any action or
           proceeding with respect thereto;

     (iii) to sell, transfer, assign or otherwise deal in or with the same or
           the proceeds or avails thereof, as fully and effectually as if CSFB
           were the absolute owner thereof and in connection therewith, to make
           all necessary deeds, bills of sale, instruments of assignment,
           transfer or conveyance of the property, and all instructions and
           entitlement orders in respect of the property thus t
o be (or that is
           being or has been) sold, transferred, assigned or otherwise dealt
           in; and

     (iv)  to extend the time of payment of any or all thereof and to make any
           allowance and other adjustments with reference thereto;

     provided that CSFB shall give Counterparty not less than one day's prior
     written notice of the time and place of any sale or other intended
     disposition of any of the Collateral, except any Collateral that threatens
     to decline speedily in value, including, without limitation, equity
     securities, or is of a type customarily sold on a recognized market. CSFB
     and Counterparty agree that such notice constitutes "reasonable
     authenticated notification" within the meaning of Section 9-611(b) of the
     UCC.

  H. TERMINATION:

     The rights hereby granted by Counterparty in the Collateral shall cease,
     terminate and be void upon fulfillment of all of the



     obligations of Counterparty under this Confirmation. Any Collateral
     remaining at the time of such termination shall be fully released and
     discharged from the security interests in the Collateral created hereby
     and delivered to Counterparty by CSFB, all at the request and expense of
     Counterparty.

5.   The Agreement is further supplemented by the following provisions:

        TERMINATION PROVISIONS.

          1.   "SPECIFIED ENTITY" means in relation to CSFB and Counterparty,
               none.

          2.   The "DEFAULT UNDER SPECIFIED TRANSACTION" provision of Section
               5(a)(v) of the Agreement will not apply to CSFB and
               Counterparty.

          3.   The "CROSS DEFAULT" provision of Section 5(a)(vi) will not apply
               to CSFB and will apply to Counterparty.

          4.   The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv)
               will not apply to CSFB and Counterparty.

          5.   The "AUTOMATIC EARLY TERMINATION" provisions of Section 6(a)
               will not apply to CSFB and Counterparty.

          6.   PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e),
               Second Method and Loss will apply.

          7.   "TERMINATION CURRENCY" means United States Dollars.

          8.   NETTING. The provisions of Section 2(c) of the Agreement shall
               apply, provided that Section 2(c) shall be amended by deleting
               "and" at the end of clause (i) thereof and deleting clause (ii)
               thereof.

          9.   SET-OFF. In addition to and without limiting any rights of
               set-off that a party hereto may have as a matter of law,
               pursuant to contract or otherwise, upon the occurrence of an
               Early Termination Event, such Party ("PARTY X") shall have the
               right to terminate, liquidate and otherwise close out the
               transactions contemplated by this Confirmation pursuant to the
               terms hereof, and to set off any obligation that Party X or any
               affiliate of Party X may have to the other party ("PARTY Y")
               hereunder, thereunder or otherwise, including without limitation
               any obligation to make any release, delivery or payment to Party
               Y pursuant to this Confirmation or any other agreement between
               Party X or any of its affiliates and Party Y, against any right
               Party X or any of its affiliates may have against Party Y,
               including without limitation any right to receive a payment or
               delivery pursuant to this Confirmation or any other agreement
               between Party X or any of its affiliates and Party Y. In the
               case of a set-off of any obligation to release, deliver or pay



               assets against any right to receive assets of the same type,
               such obligation and right shall be set off in kind. In the case
               of a set-off of any obligation to release, deliver or pay assets
               against any right to receive assets of any other type, the value
               of each of such obligation and such right shall be determined by
               the Calculation Agent and the result of such set-off shall be
               that the net obligor shall pay or deliver to the other party an
               amount of cash or assets, at the net obligor's option, with a
               value (determined, in the case of a delivery of assets, by the
               Calculation Agent) equal to that of the net obligation. In
               determining the value of any obligation to release or deliver
               Shares or right to receive Shares, the value at any time of such
               obligation or right shall be determined by reference to the
               market value of the Shares at such time. If an obligation or
               right is unascertained at the time of any such set-off, the
               Calculation Agent may in good faith estimate the amount or value
               of such obligation or right, in which case set-off will be
               effected in respect of that estimate, and the relevant party
               shall account to the other party at the time such obligation or
               right is ascertained.

        TAX REPRESENTATIONS. None.

        AGREEMENTS TO DELIVER DOCUMENTS. For the purpose of Sections 4(a)(i)
        and (ii), each of CSFB and Counterparty agrees to deliver the
        following documents, as applicable:

          1.   The Issuer shall have executed and delivered to CSFB, upon
               execution of this Confirmation, an Issuer Acknowledgement in the
               form attached as Annex A hereto.

          2.   Each of CSFB and Counterparty will deliver to the other party,
               upon execution of this Confirmation and upon request of such
               other party, evidence reasonably satisfactory to the other party
               as to the names, true signatures and authority of the officers
               or officials signing this Confirmation on its behalf.

          Such documents shall be covered by the representation set forth in
          Section 3(d).

        MISCELLANEOUS:

          1.   ADDRESSES FOR NOTICES. For the purpose of Section 12(a):

               Address for notices or communications to CSFB (other than by
               facsimile) (for all purposes):

               Address:              Credit Suisse First Boston International
                                     c/o Credit Suisse First Boston LLC
                                     11 Madison Avenue
                                     New York, NY  10010
                                     Attn:    Senior Legal Officer
                                     Tel:  (212) 538-4488
                                     Fax:  (212) 325-4585

               With a copy to:       Credit Suisse First Boston LLC
                                     1 Madison Avenue, 8th Floor
                                     New York, New York 10010

                                     For payments and deliveries:
                                     Attn:   Ricardo Harewood
                                     Tel:  (212) 538-9810
                                     Fax:  (212) 325-8175


                                     For all other communications:
                                     Attn:    Joe Belnome / John Ryan
                                     Tel.:  (212) 538-1277 / (212) 325-8681
                                     Fax:   (212) 538-8898

               Designated responsible employee for the purposes of Section
               12(a)(iii):  Senior Legal Officer

               Address for notices or communications to Counterparty:

               Address:   FFL Executive Partners, L.P.
                          One Maritime Plaza, Suite 1000, San Francisco,
                          CA  94111
               Attention: Rajat Duggal
               Facsimile No.: (415) 402-2111     Telephone No.: (415) 402-2100

               With a copy to:

               Address:      Bingham McCutchen LLP
                             399 Park Avenue
                             New York, NY 10022
               Attention:    Neil Townsend
               Facsimile No.: (212) 702-3644  Telephone No.: (212) 318-7722

          2.   The date and time of the Transaction will be furnished by CSFB
               to Counterparty upon written request by Counterparty.

          3.   [RESERVED]

          4.   WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY WAIVES, TO THE
               FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
               HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR
               PROCEEDING RELATING TO THIS CONFIRMATION OR ANY CREDIT SUPPORT
               DOCUMENT. Each party (i) certifies that no representative, agent
               or attorney of the other party has represented, expressly or
               otherwise, that such other party would not, in the event of such
               a suit action or proceeding, seek to enforce the foregoing
               waiver and (ii) acknowledges that it and the other party have
               been induced to enter into this Confirmation by, among other
               things, the mutual waivers and certifications in this Section.

          5.   SERVICE OF PROCESS. The parties irrevocably consent to service
               of process given in the manner provided for notices in Section
               in paragraph 1 immediately above. Nothing in this Confirmation
               will affect the right of either party to serve process in any
               other manner permitted by law.

          6.   THE AGREEMENT AND EACH CONFIRMATION THEREUNDER WILL BE GOVERNED
               BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
               YORK WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE (PROVIDED THAT
               AS TO PLEDGED ITEMS LOCATED IN ANY JURISDICTION OTHER THAN THE
               STATE OF NEW YORK, CSFB SHALL, IN ADDITION TO ANY RIGHTS UNDER
               THE LAWS OF THE STATE OF NEW YORK, HAVE ALL OF THE RIGHTS TO
               WHICH A SECURED PARTY IS ENTITLED UNDER THE LAWS OF SUCH OTHER



               JURISDICTION). EACH PARTY HEREBY SUBMITS TO THE JURISDICTION OF
               THE COURTS OF THE STATE OF NEW YORK. THE PARTIES HERETO HEREBY
               AGREE THAT THE CUSTODIAN'S JURISDICTION, WITHIN THE MEANING OF
               SECTION 8-110(E) OF THE UCC, INSOFAR AS IT ACTS AS A SECURITIES
               INTERMEDIARY HEREUNDER OR IN RESPECT HEREOF, IS THE STATE OF NEW
               YORK.

          7.   This Confirmation is not intended and shall not be construed to
               create any rights in any person other than Counterparty, CSFB
               and their respective successors and assigns and no other person
               shall assert any rights as third-party beneficiary hereunder.
               Whenever any of the parties hereto is referred to, such
               reference shall be deemed to include the successors and assigns
               of such party. All the covenants and agreements herein contained
               by or on behalf of Counterparty and CSFB shall bind, and inure
               to the benefit of, their respective successors and assigns
               whether so expressed or not.

          8.   Any provision of this Confirmation may be amended or waived if,
               and only if, such amendment or waiver is in writing and signed,
               and in the case of an amendment, by Counterparty and CSFB or, in
               the case of a waiver, by the party against whom the waiver is to
               be effective.




Please confirm that the foregoing correctly sets forth the terms of our
agreement by signing and returning this Confirmation.



                                      Yours faithfully,

                                      CREDIT SUISSE FIRST BOSTON INTERNATIONAL


                                      By:_____________________________
                                      Name:
                                      Title:



Confirmed as of the date first written above:

FFL EXECUTIVE PARTNERS, L.P.

BY:  FRIEDMAN FLEISCHER & LOWE GP, LLC, ITS GENERAL PARTNER


By:________________________________
Name:  David L. Lowe
Title:  Senior Managing Member


CREDIT SUISSE FIRST BOSTON LLC,
as Agent


By:________________________________
Name:
Title:



Our Reference Number: External ID: 9183176  / Risk ID: 40063500


                                                                   ANNEX A

                        [FORM OF ISSUER ACKNOWLEDGEMENT]

                                                                    [DATE]

Credit Suisse First Boston International
c/o Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, New York 10010

         Re:   PROPOSED TRANSACTION BY FFL EXECUTIVE PARTNERS, L.P.

Ladies and Gentlemen:

     Korn/Ferry International (the "COMPANY") understands that FFL Executive
Partners, L.P. ("COUNTERPARTY") proposes to enter into a hedging transaction
(the "TRANSACTION") with Credit Suisse First Boston International ("CSFB") with
respect to shares of the 7.5% Convertible Series A Preferred Stock of the
Company (the "CONVERTIBLE SHARES") convertible into shares of common stock of
the Company (the "COMMON STOCK"). Specifically, the Company understands that
Counterparty proposes to enter into a forward sale and purchase transaction
with CSFB, pursuant to which CSFB will pay cash to Counterparty on or shortly
after the date of execution of the Transaction and Counterparty will deliver to
CSFB on or about March 10, 2007 or such other date specified by CSFB upon 1
Business Day's notice (the "SETTLEMENT DATE"), 56.987 Convertible Shares
(subject to applicable adjustments). In addition, the Company understands that
Counterparty initially will pledge 56.987 Convertible Shares owned by
Counterparty to CSFB to secure Counterparty's obligations under the Transaction
(the "PLEDGE").

     The Company has no objection to the proposed Transaction or to the Pledge.
The Company confirms that the Transaction and the Pledge will not violate any
insider trading or other policy or rule of the Company.

     The Company agrees that if CSFB forecloses on the Convertible Shares, or
the Convertible Shares are transferred to CSFB pursuant to the terms of the
Transaction, that promptly, upon delivery to the Company or its transfer agent
of:

     (i) any required tax stamps; and

     (ii) a duly executed notice of conversion (attached hereto as Exhibit 1)

the Company (x) will effect the conversion of such Convertible Shares without
any further action or delivery of any documents or instruments on the part of
CSFB or Counterparty and notwithstanding any policy or objection the Company
may have at the time that would prevent or delay any sale or transfer of any
shares of Common Stock or Convertible Shares by Counterparty at the time of
such foreclosure or transfer and (y) will instruct its transfer agent to
convert any such Convertible Shares held by CSFB in Pledge, in accordance with
the provisions of the Convertible Shares, into the such number of shares of
fully paid and non-assessable shares of Common Stock as provided for by the
terms of the Convertible Shares and issue shares of Common Stock without any
legends thereon that relate to restrictions on the disposition thereof under
the Securities Act of 1933 or otherwise register in such name or names as CSFB























                                      A-1

shall request and deliver such shares directly to CSFB or its designee without
the return thereof to Counterparty.


                                       KORN/FERRY INTERNATIONAL


                                       By:  _______________________________
                                       Name:
                                       Title:



































































                                      A-2


                                                       EXHIBIT 1 TO ANNEX A

                         [FORM OF NOTICE OF CON
VERSION]

                                                                     [DATE]

Korn/Ferry International
1800 Century Park East, Suite 900
Los Angeles, CA 90067
Attn:  Secretary

Ladies and Gentlemen:

     Please be advised that FFL Executive Partners, L.P., a Delaware limited
partnership ("SELLER"), has entered into a Prepaid Forward Confirmation (the
"AGREEMENT") dated as of March 15, 2005 with Credit Suisse First Boston
International ("BUYER"), by Credit Suisse First Boston LLC as its agent (the
"AGENT").

     Seller is the record holder of shares of 7.5% Convertible Series A
Preferred Stock (evidenced by the certificates attached hereto, the
"CONVERTIBLE SHARES") of Korn/Ferry International, a Delaware corporation (the
"COMPANY"). The Convertible Shares are convertible into shares of common stock
("COMMON STOCK") of the Company. Seller and Buyer are willing to sell and
purchase 56.987 Convertible Shares at the times and on the terms set forth in
the Agreement. Seller has agreed, pursuant to the Agreement, to grant Buyer a
security interest (the "PLEDGE") in Convertible Shares (the "PLEDGED SHARES")
to secure the obligations of Seller under the Agreement.

     This letter constitutes written notice of conversion (the "NOTICE OF
CONVERSION") required by the Convertible Shares and instruments governing the
Convertible Shares. In the event that Seller delivers Convertible Shares
pursuant to its obligations under the Agreement, or in the event of the
exercise by Buyer of any of its rights under the Pledge with respect to the
Pledged Shares, the Seller and Buyer hereby elect that such Convertible Shares
be converted into such number of shares of Common Stock as provided for by the
terms of the Convertible Shares and its governing instruments.

     Pursuant to this Notice of Conversion and upon delivery of certificates
evidencing the Convertible Shares subject to conversion duly endorsed by Seller
or in blank or accompanied by a duly executed proper instrument of transfer in
a form satisfactory to the Company, please convert the Convertible Shares into
the applicable number of shares of Common Stock and, at Buyer's direction,
either (i) issue them in the name of Credit Suisse First Boston International
and deliver the certificate evidencing such shares of Common Stock directly to
the following address:

                     Credit Suisse First Boston International
                       c/o Credit Suisse First Boston LLC
                          1 Madison Avenue, 8th Floor
                            New York, New York 10010
                             Attn: Ricardo Harewood
                           OTC Derivative Operations

or (ii) deliver them in electronic equivalent form to an account specified by
Buyer at such time.

     PLEASE DO NOT DELIVER THE CERTIFICATES REPRESENTING SUCH SHARES OF COMMON
STOCK TO SELLER UNDER ANY CIRCUMSTANCES PURSUANT TO THE TERMS OF THIS NOTICE OF
CONVERSION.


















                                    Ex 1-1



     This Notice of Conversion will be irrevocable by the Seller. This Notice
of Conversion will automatically terminate upon the satisfaction of Seller's
delivery obligations under the Agreement, as determined in good faith by the
Buyer.

                                  Very truly yours,

                                  FFL EXECUTIVE PARTNERS, L.P.



                                  BY:  FRIEDMAN  FLEISCHER & LOWE GP,
                                       LLC, ITS GENERAL PARTNER


                                  By:  _________________________________
                                       Name:
                                       Title:



                                  CREDIT SUISSE FIRST BOSTON INTERNATIONAL


                                  By:  _________________________________
                                       Name:
                                       Title:





















































                                    Ex. 1-2



-------------------------------------------------------------------------------
PREPAID FORWARD TRANSACTION
-------------------------------------------------------------------------------


                                                                March 15, 2005

FFL Executive Partners, L.P.
One Maritime Plaza, Suite 1000
San Francisco, CA  94111

Credit Suisse First Boston International
One Cabot Square
London E14 4QJ


External ID:  9183172     - Risk ID:  40063496

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

Dear Sir or Madam,

The purpose of this letter agreement (this "CONFIRMATION") is to confirm the
terms and conditions of the Transaction entered into between us on the Trade
Date specified below (the "TRANSACTION"). This Confirmation constitutes a
"Confirmation" as referred to in the Agreement specified below.

In this Confirmation, "CSFB" means Credit Suisse First Boston International,
"COUNTERPARTY" means FFL Executive Partners, L.P. and "AGENT" means Credit
Suisse First Boston LLC, solely in its capacity as agent for CSFB and
Counterparty.

1.   The definitions and provisions contained in the 2000 ISDA Definitions (the
     "2000 DEFINITIONS") and the 2002 ISDA Equity Derivatives Definitions (the
     "2002 Definitions" and, together with the 2000 Definitions, the
     "DEFINITIONS"), each as published by the International Swaps and
     Derivatives Association, Inc. ("ISDA"), are incorporated into this
     Confirmation. In the event of any inconsistency between the 2000
     Definitions and the 2002 Definitions, the 2002 Definitions will govern. In
     the event of any inconsistency between the Definitions and this
     Confirmation, this Confirmation will govern. The Transaction shall be
     deemed to be a Share Forward Transaction within the meaning set forth in
     the Equity Definitions.

     This Confirmation shall supplement, form a part of and be subject to an
     agreement (the "AGREEMENT") in the form of the 1992 ISDA Master Agreement
     (Multicurrency - Cross Border) (the "ISDA FORM"), as published by the
     International Swaps and Derivatives Association, Inc., as if CSFB and
     Counterparty had executed the ISDA Form (without any Schedule thereto) on
     the date hereof. All provisions contained in the Agreement are
     incorporated into and shall govern this Confirmation except as expressly
     modified below. This Confirmation evidences a complete and binding
     agreement between you and us as to the terms of the Transaction and
     relates and replaces any previous agreement between us with respect to the
     subject matter hereof, including the agreement entitled "Physically
     Settled Forward Contract on Korn Ferry 7.5% Convertible Subordinated Note
     Executable Terms as of March 10, 2005" (the "TERM SHEET"). This
     Confirmation, together with all other confirmations or agreements between



     us referencing the ISDA Form, shall be deemed to supplement, form part of
     and be subject to the same, single Agreement.

     If there exists any ISDA Master Agreement between CSFB and Counterparty or
     any confirmation or other agreement between CSFB and Counterparty pursuant
     to which an ISDA Master Agreement is deemed to exist between CSFB and
     Counterparty, then notwithstanding anything to the contrary in such ISDA
     Master Agreement, such confirmation or agreement or any other agreement to
     which CSFB and Counterparty are parties, this Transaction shall not be
     considered a Transaction under, or otherwise governed by, such existing or
     deemed ISDA Master Agreement.

2.   The terms of the particular Transaction to which this Confirmation relates
     are as follows:



                                              

     General Terms:

          Trade Date:                                  March 10, 2005

          Seller:                                      Counterparty

          Buyer:                                       CSFB

          Securities:                                  7.5% Convertible Subordinated Notes due
                                                       2010 of Korn/Ferry International (the
                                                       "ISSUER").

          Number of Securities:                        $225,469.03 aggregate principal amount
                                                       as of the Trade Date; the Number of
                                                       Securities shall be increased to reflect
                                                       any payments of interest thereon in
                                                       additional Securities; further, in the
                                                       event of any exchange, substitution,
                                                       redemption, repurchase or similar
                                                       transaction (whether in whole or in
                                                       part) with respect to the Number of
                                                       Securities pursuant to the terms
                                                       thereof and the instruments governing
                                                       them or applicable law, the Number of
                                                       Securities shall consist of any and all
                                                       property received upon such transaction
                                                       and any remaining Securities, as
                                                       determined by the Calculation Agent.

          Shares                                       Common stock of the Issuer (Exchange
                                                       Symbol: "KFY")

          Number of Shares:                            the number of Shares into which the Number
                                                       of Securities is convertible (22,126.50 as



                                                       of the Trade Date); provided, however, that
                                                       any references to Number of Shares to be
                                                       Delivered shall be to the Number of
                                                       Securities

          Prepayment:                                  Applicable

          Prepayment Date:                             The later of (i) March 15, 2005 and (ii)
                                                       the earliest date on which all conditions
                                                       to CSFB's obligation to pay the Prepayment
                                                       Amount have been satisfied, provided,
                                                       however, that in the case of (ii) above,
                                                       if such conditions were not satisfied by
                                                       12:00 p.m. New York City time on such
                                                       date, then the Prepayment Date would be
                                                       the following Business Day

          Conditions to CSFB's Obligation
          to Pay Prepayment Amount:                    It shall be a condition to CSFB's obligation
                                                       to pay any Prepayment Amount hereunder on any
                                                       Prepayment Date that Counterparty shall have
                                                       performed its obligations under paragraphs
                                                       4(a)-"Delivery of Collateral" and 5-"Agreements
                                                       to Deliver Documents", below.

          Prepayment Amount:                           USD 447,619.08

          Variable Obligation:                         Not applicable

          Exchange:                                    The New York Stock Exchange

          Related Exchange(s):                         All Exchanges

     Settlement Terms:

          Physical Settlement:                         Applicable

          Settlement Method Election:                  Not applicable

          Settlement Date                              2 years from the Trade Date, provided that
                                                       CSFB may elect to accelerate the Settlement
                                                       Date at anytime upon 1 Business Day's
                                                       notice and take immediate delivery of the
                                                       Number of Securities.

          Automatic Physical Settlement:               If (x) by 10:00 A.M., New York City time,
                                                       on the Settlement Date, Counterparty has
                                                       not otherwise effected delivery of the
                                                       Number of Shares to be Delivered and (y)
                                                       the Representation and Agreement set forth



                                                       in Section 9.11 of the 2002 Definitions
                                                       are true and satisfied (or, at the absolute
                                                       discretion of CSFB, such Representation
                                                       and Agreement are not true or satisfied)
                                                       with respect to the collateral then held
                                                       hereunder by or on behalf of CSFB, then
                                                       the delivery required by Section 9.2 of
                                                       the Equity Definitions shall be effected,
                                                       in whole or in part, as the case may be,
                                                       by delivery from the Collateral Account
                                                       (as defined below under "Collateral") to
                                                       CSFB of the Number of Securities.

          Settlement Currency:                         USD

     Interest and Other Payments:

          Payment Obligation by Counterparty:          Counterparty shall immediately upon receipt
                                                       thereof pay to CSFB any and all interest,
                                                       distributions, coupons and other payments
                                                       (other than interest payments in kind which
                                                       shall be added to the Number of Securities
                                                       and the Collateral) received in respect of the
                                                       Securities.

     Sections 11 and 12 of the
     2002 Definitions:                                 Not Applicable

     Non-Reliance:                                     Applicable

     Agreements and Acknowledgments
     Regarding Hedging Activities:                     Applicable

     Additional Acknowledgments:                       Applicable

     Credit Support Documents:                         Section 4 shall be a Credit Support
                                                       Document under the Agreement with respect
                                                       to Counterparty.

                                                       Guarantee dated May 16, 2001 made by
                                                       Credit Suisse First Boston (USA), Inc.,
                                                       a Delaware corporation, in favor of each
                                                       and every counterparty to one or more
                          
                             Financial Transactions (as defined
                                                       therein) with CSFB shall be a Credit
                                                       Support Document under the Agreement
                                                       with respect to CSFB.

     Account Details:




          Payments to CSFB:                            To be advised under separate cover prior to
                                                       the Trade Date

          Payments to Counterparty:                    Bank: Bank of America
                                                       Address:  345 Montgomery Street
                                                         Concourse Level
                                                         San Francisco, CA  94104
                                                       ABA #: 121-000-358
                                                       Account #: 14991-06117
                                                       Account Name: FFL Executive Partners, L.P.

          Delivery of Securities/Shares to CSFB:       To be advised

          Calculation Agent:                           CSFB. The Calculation Agent will have no
                                                       responsibility for good faith errors or
                                                       omissions in any determination under the
                                                       Transaction.


3.   Other Provisions:

          ADDITIONAL REPRESENTATIONS AND WARRANTIES OF COUNTERPARTY:

               Counterparty hereby represents and warrants to CSFB as of the
               date hereof that:

               1.   From the date three months prior to the date of the Term
                    Sheet, neither Counterparty nor any person who would be
                    considered to be the same "person" as Counterparty or
                    "acting in concert" with Counterparty (as such terms are
                    used in clauses (a)(2) and (e)(3)(vi) of Rule 144 under the
                    Securities Act of 1933, as amended (the "SECURITIES ACT"))
                    has, without the written consent of CSFB, sold any Shares
                    or hedged (through swaps, options, short sales or
                    otherwise) any long position in the Shares. Counterparty
                    does not know or have any reason to believe that the Issuer
                    has not complied with the reporting requirements contained
                    in Rule 144(c)(1) under the Securities Act. Shares of
                    common stock of the Issuer issuable upon conversion of the
                    Securities would, upon sale of such shares, be considered
                    securities "acquired from the issuer for a consideration
                    consisting solely of other securities of the same issuer
                    surrendered for conversion" for the purposes of Rule 144.

               2.   Counterparty is an "eligible contract participant" as such
                    term is defined in Section 1(a)(12) of the Commodity
                    Exchange Act, as amended.




               3.   Counterparty was not on the Trade Date, and is not on the
                    date hereof, in possession of any material non-public
                    information regarding the Issuer. None of the transactions
                    contemplated herein will violate any corporate policy of
                    the Issuer or other rules or regulations of the Issuer
                    applicable to Counterparty or its affiliates, including,
                    but not limited to, the Issuer's window period policy.

               4.   On the Trade Date, Counterparty filed, in the manner
                    contemplated by Rule 144(h) under the Securities Act, a
                    notice on Form 144 relating to the Transaction contemplated
                    hereby in form and substance that CSFB has informed
                    Counterparty is acceptable to CSFB.

               5.   All representations and warranties of Counterparty
                    contained in the Term Sheet were true and correct as of the
                    times such representations and warranties were made or
                    repeated or deemed to be made or repeated under the Term
                    Sheet and Counterparty has performed all of the covenants
                    and obligations to be performed by Counterparty on or prior
                    to the date hereof under the Term Sheet.

               6.   Counterparty is not and, after giving effect to the
                    transactions contemplated hereby, will not be an
                    "investment company" as such term is defined in the
                    Investment Company Act of 1940, as amended.

               7.   Counterparty is, and shall be as of the date of any payment
                    or delivery by Counterparty hereunder, solvent and able to
                    pay its debts as they come due, with assets having a fair
                    value greater than liabilities and with capital sufficient
                    to carry on the businesses in which it engages.

               8.   Counterparty's holding period (calculated in accordance
                    with Rule 144(d) under the Securities Act) with respect to
                    the Initial Pledged Items commenced on June 13, 2002.
                    Counterparty agrees that Counterparty has not (i) created
                    or permitted to exist any Lien (other than the Security
                    Interests) or any Transfer Restriction (other than the
                    Existing Transfer Restrictions) upon or with respect to the
                    Collateral, (ii) sold or otherwise disposed of, or granted
                    any option with respect to, any of the Collateral or (iii)
                    entered into or consented to any agreement (other than, in
                    the case of clause (x), this Confirmation) (x) that
                    restricts in any manner the rights of any present or future
                    owner of any Collateral with respect thereto or (y)
                    pursuant to which any person other than Counterparty, CSFB
                    and any securities intermediary through whom any of the
                    Collateral is held (but in the case of any such securities
                    intermediary only in respect of Collateral held through it)
                    has or will have Control in respect of any Collateral.
                    "CONTROL" means "control" as defined in Section 8-106 and
                    9-106 of the Uniform Commercial Code as in effect in the
                    State of New York ("UCC").

               9.   Other than financing statements or other similar or
                    equivalent documents or instruments with respect to the
                    Security Interests, no financing statement, security
                    agreement or similar or equivalent document or instrument
                    covering all or any part of the Collateral is on file or of
                    record in any jurisdiction in which such filing or
                    recording would be effective to perfect a lien, security



                    interest or other encumbrance of any kind on such
                    Collateral.

               10.  All Collateral consisting of securities and all financial
                    assets underlying Collateral consisting of security
                    entitlements (each as defined in Section 8-102 of the UCC)
                    at any time pledged hereunder is and will be issued by an
                    issuer organized under the laws of the United States, any
                    State thereof or the District of Columbia and is and will
                    be (i) certificated (and the certificate or certificates in
                    respect of such securities or financial assets are and will
                    be located in the United States) and registered in the name
                    of Counterparty or held through a securities intermediary
                    whose securities intermediary's jurisdiction (within the
                    meaning of Section 8-110(e) of the UCC) is located in the
                    United States or (ii) uncertificated and either registered
                    in the name of Counterparty or held through a securities
                    intermediary whose securities intermediary's jurisdiction
                    (within the meaning of Section 8-110(e) of the UCC) is
                    located in the United States; provided that this
                    representation shall not be deemed to be breached if, at
                    any time, any such Collateral is issued by an issuer that
                    is not organized under the laws of the United States, any
                    State thereof or the District of Columbia, and the parties
                    hereto agree to procedures or amendments hereto necessary
                    to enable CSFB to maintain a valid and continuously
                    perfected security interest in such Collateral, in respect
                    of which CSFB will have Control, subject to no prior Lien.
                    The parties hereto agree to negotiate in good faith any
                    such procedures or amendments.

               11.  Counterparty's  "location"  (as defined in Section  9-307 of
                    UCC) is the state of Delaware. The following is the mailing
                    address, county and state of each chief executive office not
                    at such "location" maintained by Counterparty at any time
                    during the past five years: One Maritime Plaza, Suite 1000,
                    San Francisco, CA 94111.

          REPRESENTATIONS, WARRANTIES AND COVENANTS OF CSFB:

               1.   CSFB represents to Counterparty that an affiliate of CSFB
                    (the "CSFB AFFILIATE") is registered as a broker and a
                    dealer with the Securities and Exchange Commission and is a
                    "market maker" or a "block positioner", as such terms are
                    used in Rule 144 under the Securities Act, with respect to
                    the Shares.

               2.   CSFB agrees that CSFB Affiliate shall, as promptly as
                    practicable consistent with market conditions, introduce
                    into the public market a quantity of securities of the same
                    class as the Shares equal to the Number of Shares.

          U.S. PRIVATE PLACEMENT REPRESENTATIONS:

               Each of CSFB and Counterparty hereby represents and warrants to
               the other party as of the date hereof that:




               1.   It is an "accredited investor" (as defined in Regulation D
                    under the Securities Act) and has such knowledge and
                    experience in financial and business matters as to be
                    capable of evaluating the merits and risks of the
                    Transaction, and it is able to bear the economic risk of
                    the Transaction.

               2.   It is entering into the Transaction for its own account and
                    not with a view to the distribution or resale of the
                    Transaction or its rights thereunder except pursuant to a
                    registration statement declared effective under, or an
                    exemption from the registration requirements of, the
                    Securities Act.

          COVENANTS OF COUNTERPARTY:

               Counterparty agrees that each of Counterparty and its affiliates
               will comply with all applicable disclosure or reporting
               requirements in respect of the Transaction, including, without
               limitation, any requirement imposed by Section 13 or Section 16
               of the Securities and Exchange Act of 1934, as amended, if any,
               and Counterparty will provide CSFB with a copy of any report
               filed in respect of the Transaction promptly upon filing
               thereof.

          BINDING COMMITMENT/FINAL AGREEMENT:

               The parties intend that this Confirmation constitutes a "Final
               Agreement" as described in the letter dated December 14, 1999
               submitted by Robert W. Reeder and Alan L. Beller to Michael
               Hyatte of the staff of the Securities and Exchange Commission
               (the "STAFF") to which the Staff responded in an interpretative
               letter dated December 20, 1999.


          PAYMENTS ON EARLY TERMINATION:

               Upon the occurrence or effective designation of an Early
               Termination Date in respect of the Transaction (an "EARLY
               TERMINATION EVENT"), if Counterparty would owe any amount to
               CSFB pursuant to Section 6(d)(ii) of the Agreement (determined
               as if the Transaction were the only Transaction under the
               Agreement) (any such amount, a "COUNTERPARTY PAYMENT AMOUNT" and
               any Early Termination Event that would so result in Counterparty
               owing any such amount, a "COUNTERPARTY PAYMENT EVENT"), then,
               except to the extent that CSFB proceeds to realize upon the
               Collateral and to apply the proceeds of such realization to any
               obligation of Counterparty hereunder and under the Agreement:

               (i)  on the date on which any Counterparty Payment Amount is
                    due, in lieu of any payment or delivery of such
                    Counterparty Payment Amount, Counterparty shall deliver to
                    CSFB the Number of Securities; and

               (ii) for purposes of determining any Loss under Section 6(e) of
                    the Agreement in respect of any other Transactions under
                    the Agreement, the Transaction shall be deemed not to be a
                    Transaction under the Agreement; provided that, for the



                    avoidance of doubt, if Counterparty fails to deliver
                    Securities pursuant to clause (i) above at the time
                    required, then the Transaction (including such delivery
                    obligation) shall be included for the purpose of
                    determining CSFB's Loss for all Transactions (including the
                    Transaction) under the Agreement.

          SECURITIES CONTRACT:

               The parties hereto acknowledge and agree that each of CSFB and
               the Custodian is a "stockbroker" within the meaning of Section
               101 (53A) of Title 11 of the United States Code (the "BANKRUPTCY
               CODE") and that the Custodian is acting as agent and custodian
               for CSFB in connection with the Transaction and that CSFB is a
               "customer" of the Custodian within the meaning of Section 741(2)
               of the Bankruptcy Code. The parties hereto further recognize
               that the Transaction is a "securities contract", as such term is
               defined in Section 741(7) of the Bankruptcy Code, entitled to
               the protection of, among other provisions, Sections 555 and
               362(b)(6) of the Bankruptcy Code, and that each payment or
               delivery of cash, Shares or other property or assets hereunder
               is a "settlement payment" within the meaning of Section 741(8)
               of the Bankruptcy Code.

          ASSIGNMENT:

               The rights and duties under this Confirmation may not be
               assigned or transferred by any party hereto without the prior
               written consent of the other parties hereto, such consent not to
               be unreasonably withheld; provided that (i) CSFB may assign or
               transfer any of its rights or duties hereunder to any of its
               affiliates wi
thout the prior written consent of Counterparty and
               (ii) the Agent may assign or transfer any of its rights or
               duties hereunder without the prior written consent of the other
               parties hereto to any affiliate of Credit Suisse First Boston,
               so long as such affiliate is a broker-dealer registered with the
               Securities and Exchange Commission.

          NON-CONFIDENTIALITY:

               The parties hereby agree that (i) effective from the date of
               commencement of discussions concerning the Transaction,
               Counterparty and each of its employees, representatives, or
               other agents may disclose to any and all persons, without
               limitation of any kind, the tax treatment and tax structure of
               the Transaction and all materials of any kind, including
               opinions or other tax analyses, provided by CSFB and its
               affiliates to Counterparty relating to such tax treatment and
               tax structure; provided that the foregoing does not constitute
               an authorization to disclose the identity of CSFB or its
               affiliates, agents or advisers, or, except to the extent
               relating to such tax structure or tax treatment, any specific
               pricing terms or commercial or financial information, and (ii)
               CSFB does not assert any claim of proprietary ownership in
               respect of any description contained herein or therein relating
               to the use of any entities, plans or arrangements to give rise
               to a particular United States federal income tax treatment for
               Counterparty.




          MATTERS RELATING TO THE AGENT:

               (a) As a broker-dealer registered with the U.S. Securities and
               Exchange Commission ("SEC"), Credit Suisse First Boston LLC in
               its capacity as Agent will be responsible for (i) effecting this
               Transaction, (ii) issuing all required confirmations and
               statements to CSFB and Counterparty, (iii) maintaining books and
               records relating to this Transaction as required by Rules 17a-3
               and 17a-4 under the Securities Exchange Act of 1934 (the
               "Exchange Act") and (iv) unless otherwise requested by
               Counterparty, receiving, delivering, and safeguarding
               Counterparty's funds and any securities in connection with this
               Transaction, in compliance with Rule 15c3-3 under the Exchange
               Act.

               (b) Credit Suisse First Boston LLC is acting in connection with
               this Transaction solely in its capacity as Agent for CSFB and
               Counterparty pursuant to instructions from CSFB and Counterparty.
               Credit Suisse First Boston LLC shall have no responsibility or
               personal liability to CSFB or Counterparty arising from any
               failure by CSFB or Counterparty to pay or perform any obligations
               hereunder, or to monitor or enforce compliance by CSFB or
               Counterparty with any obligation hereunder, including without
               limitation, any obligations to maintain collateral. Each of CSFB
               and Counterparty agrees to proceed solely against the other to
               collect or recover any securities or monies owing to it in
               connection with or as a result of this Transaction. Credit Suisse
               First Boston LLC shall otherwise have no liability in respect of
               this Transaction, except for its gross negligence or wilful
               misconduct in performing its duties as Agent.

               (c) Any and all notices, demands, or communications of any kind
               relating to this Transaction, including without limitation, any
               option exercise notice, between CSFB and Counterparty shall be
               transmitted exclusively through the Agent at the following
               address:

               Credit Suisse First Boston LLC
               Eleven Madison Avenue
               New York, NY 10010

               For payments and deliveries:
               Telephone No.: (212) 538-9810
               Facsimile No.: (212) 325-8175

               For all other communications:
               Telephone No.: 212-538-4437 / 212-538-8297 / 212-325-5119
               Facsimile No.: (917) 326-8603

               (d) The date and time of the Transaction evidenced hereby will be
               furnished by the Agent to CSFB and Counterparty upon written
               request.

               (e) The Agent will furnish to Counterparty upon written request a
               statement as to the source and amount of any remuneration
               received or to be received by the Agent in connection with the
               Transaction evidenced hereby.

               (f) CSFB is aware of and agrees to be bound by the rules of the
               National Association of Securities Dealers, Inc. ("NASD")
               applicable to option trading and is aware of and agrees not to
               violate, either alone or in concert with others, the position or
               exercise limits established by the NASD.

          STAGGERED SETTLEMENT:

               If CSFB determines reasonably and in good faith that the Number
               of Shares to be Delivered to CSFB hereunder or, in receiving
               such Number of Shares to be Delivered, its "beneficial
               ownership" (within the meaning of Section 16 of the Exchange Act
               and rules promulgated thereunder) on the Settlement Date would
               exceed 9.9% of all outstanding Shares, then CSFB may, by notice
               to Counterparty on or prior to the Settlement Date (a "NOMINAL
               SETTLEMENT DATE"), elect to receive the Number of Shares to be
               Delivered on two or more dates (each, a "STAGGERED SETTLEMENT
               DATE") as follows:

               (a) in such notice, CSFB will specify to Counterparty the
               related Staggered Settlement Dates (the first of which will be
               such Nominal Settlement Date and the last of which will be no
               later than the twentieth (20th) Exchange Business Day following
               such Nominal Settlement Date) and the related portion of the
               Number of Shares to be Delivered on each Staggered Settlement
               Date; and

               (b) the aggregate number of Shares that Counterparty will
               deliver to CSFB hereunder on all such Staggered Settlement Dates
               will equal the Number of Shares to be Delivered that
               Counterparty would otherwise be required to deliver on such
               Nominal Settlement Date.

               Notwithstanding anything herein to the contrary, to the extent
               Counterparty receives or is entitled to receive any distribution
               or payment in respect of Shares by reason of Counterparty's
               being a holder of record of such Shares on any date after the
               Nominal Settlement Date but for the provisions of the foregoing,
               Counterparty shall deliver such distribution or payment to CSFB
               at the time Counterparty delivers to CSFB the related portion of



               the Number of Shares to be Delivered in accordance with the
               foregoing, if such distribution or payment has already been
               received by Counterparty at such time, or within a reasonable
               period of time following Counterparty's receipt of the
               distribution or payment, if such distribution or payment has not
               been already received by Counterparty at the time Counterparty
               delivers the related portion of the Number of Shares to be
               Delivered in accordance with the foregoing.

4.   Collateral Provisions:

     Counterparty has granted to CSFB a security interest in the Initial
     Pledged Items to secure Counterparty's obligations under the Term Sheet
     and the Transaction. Counterparty and CSFB now wish to (i) set forth
     additional understandings and agreements relating to such security
     interest and (ii) confirm, on the terms set forth herein, the continuation
     of such security interest.

  A. DELIVERY OF COLLATERAL:

     As soon as practicable after the Trade Date, Counterparty shall deliver to
     CSFB in pledge hereunder, Eligible Collateral consisting of the Number of
     Securities (the "INITIAL PLEDGED ITEMS"). "ELIGIBLE COLLATERAL" means
     Securities; provided that Counterparty has good and marketable title
     thereto, free of all of any and all lien, mortgage, interest, pledge,
     charge or encumbrance of any kind (other than the security interests in
     the Collateral created hereby, a "LIEN") and Transfer Restrictions (other
     than the Existing Transfer Restrictions) and that CSFB has a valid, first
     priority perfected security interest therein, a first lien thereon and
     Control with respect thereto. "TRANSFER RESTRICTION" means, with respect
     to any item of collateral pledged hereunder, any condition to or
     restriction on the ability of the owner thereof to sell, assign or
     otherwise transfer such item of collateral or enforce the provisions
     thereof or of any document related thereto whether set forth in such item
     of collateral itself or in any document related thereto, including,
     without limitation, (i) any requirement that any sale, assignment or other
     transfer or enforcement of such item of collateral be consented to or
     approved by any Person, including, without limitation, the issuer thereof
     or any other obligor thereon, (ii) any limitations on the type or status,
     financial or otherwise, of any purchaser, pledgee, assignee or transferee
     of such item of collateral, (iii) any requirement of the delivery of any
     certificate, consent, agreement, opinion of counsel, notice or any other
     document of any Person to the issuer of, any other obligor on or any
     registrar or transfer agent for, such item of collateral, prior to the
     sale, pledge, assignment or other transfer or enforcement of such item of
     collateral and (iv) any registration or qualification requirement or
     prospectus delivery requirement for such item of collateral pursuant to
     any federal, state or foreign securities law (including, without
     limitation, any such requirement arising under Section 5 of the Securities
     Act as a result of such security being a "restricted security" or
     Counterparty being an "affiliate" of the issuer of such security, as such
     terms are defined in Rule 144 under the Securities Act, or as a result of
     the sale of such security being subject to paragraph (c) of Rule 145 under
     the Securities Act); provided that the required delivery of any
     assignment, instruction or entitlement order from the seller,
     Counterparty, assignor or transferor of such item of collateral, together
     with any evidence of the corporate or other authority of such Person,
     shall not constitute a "Transfer Restriction". "EXISTING TRANSFER
     RESTRICTIONS" means Transfer Restrictions existing with respect to any
     securities by virtue of the fact that Counterparty is an "affiliate",
     within the meaning of Rule 144 under the Securities Act, of the Issuer.
     "PERSON" means an individual, a corporation, a



     limited liability company, a partnership, an association, a trust or any
     other entity or organization, including a government or political
     subdivision or an agency or instrumentality thereof.

     Any delivery of any securities or security entitlements (each as defined
     in Section 8-102 of the UCC) as Collateral to CSFB by Counterparty shall
     be effected (A) in the case of Collateral consisting of certificated
     securities registered in the name of Counterparty, by delivery of
     certificates representing such securities to the Custodian, accompanied by
     any required transfer tax stamps, and in suitable form for transfer by
     delivery or accompanied by duly executed instruments of transfer or
     assignment in blank, with signatures appropriately guaranteed, all in form
     and substance satisfactory to CSFB, and the crediting by the Custodian of
     such securities to a securities account (as defined in Section 8-501 of
     the UCC) (the "COLLATERAL ACCOUNT") of CSFB maintained by the Custodian,
     (B) in the case of Collateral consisting of uncertificated securities
     registered in the name of Counterparty, by transmission by Counterparty of
     an instruction to the issuer of such securities instructing such issuer to
     register such securities in the name of the Custodian or its nominee,
     accompanied by any required transfer tax stamps, the issuer's compliance
     with such instructions and the crediting by the Custodian of such
     securities to the Collateral Account, (C) in the case of securities in
     respect of which security entitlements are held by Counterparty through a
     securities intermediary, by the crediting of such securities, accompanied
     by any required transfer tax stamps, to a securities account of the
     Custodian at such securities intermediary or, at the option of CSFB, at
     another securities intermediary satisfactory to CSFB and the crediting by
     the Custodian of such securities to the Collateral Account or (D) in any
     case, by complying with such alternative delivery instructions as CSFB
     shall provide to Counterparty in writing. "CUSTODIAN" means Credit Suisse
     First Boston LLC, or any other custodian appointed by CSFB and identified
     to Counterparty.

  B. GRANT OF SECURITY INTERESTS IN THE COLLATERAL:

     In order to secure the full and punctual observance and performance of the
     covenants and agreements contained in this Confirmation and in the
     Agreement, Counterparty hereby assigns and pledges to CSFB, and grants to
     CSFB, as secured party, security interests in and to, and a lien upon and
     right of set-off against, and transfers to CSFB, as and by way of a
     security interest having priority over all other security interests, with
     power of sale, all of Counterparty's right, title and interest in and to
     (i) the Initial Pledged Items; (ii) all additions to and substitutions for
     the Initial Pledged Items (including, without limitation, any securities,
     instruments or other property delivered or pledged hereunder) (such
     additions and substitutions, the "ADDITIONS AND SUBSTITUTIONS"); (iii) the
     Collateral Account of CSFB maintained by the Custodian and all securities
     and other financial assets (each as defined in Section 8-102 of the UCC)
     and other funds, property or assets from time to time held therein or
     credited thereto; and (iv) other than the payments made to CSFB pursuant
     to the provision entitled "Payment Obligation by Counterparty" of
     paragraph 2 of this Confirmation, all income, proceeds and collections
     received or to be received, or derived or to be derived, at the time that
     the Initial Pledged Items were delivered to the Custodian or any time
     thereafter (whether before or after the commencement of any proceeding
     under applicable bankruptcy, insolvency or similar law, by or against
     Counterparty, with respect to Counterparty) from or in connection with the
     Initial Pledged Items or the Additions and Substitutions



     (collectively, the "COLLATERAL"). The parties hereto expressly agree that
     all rights, assets and property at any time held in or credited to the
     Collateral Account shall be treated as financial assets (as defined in
     Section 8-102 of the UCC).

  C. CERTAIN COVENANTS OF COUNTERPARTY RELATING TO THE COLLATERAL:

     Counterparty agrees that, so long as any of Counterparty's obligations
     under the Agreement remain outstanding:

     1.   Counterparty shall en
sure at all times that a Collateral Event of
          Default shall not occur, and shall pledge additional Collateral in
          the manner described hereunder as necessary to cause such requirement
          to be met. "COLLATERAL EVENT OF DEFAULT" means, at any time, the
          occurrence of either of the following: (A) failure of the Collateral
          to include, as Eligible Collateral, the Number of Securities or (B)
          failure at any time of the security interests in the Collateral
          created hereby to constitute valid and perfected security interests
          in all of the Collateral, subject to no prior, equal or junior Lien,
          and, with respect to any Collateral consisting of securities or
          security entitlements (each as defined in Section 8-102 of the UCC),
          as to which CSFB has Control, or, in each case, assertion of such by
          Counterparty in writing.

     2.   Counterparty shall, at its own expense and in such manner and form as
          CSFB may require, give, execute, deliver, file and record any
          financing statement, notice, instrument, document, agreement or other
          papers that may be necessary or desirable in order to (i) create,
          preserve, perfect, substantiate or validate any security interest
          granted pursuant hereto, (ii) create or maintain Control with respect
          to any such security interests in any investment property (as defined
          in Section 9-102(a) of the UCC) or (iii) enable CSFB to exercise and
          enforce its rights hereunder with respect to such security interest.

     3.   Counterparty shall warrant and defend Counterparty's title to the
          Collateral, subject to the rights of CSFB, against the claims and
          demands of all persons. CSFB may elect, but without an obligation to
          do so, to discharge any Lien of any third party on any of the
          Collateral.

     4.   Counterparty agrees that Counterparty shall not change (i)
          Counterparty's name in any manner or (ii) Counterparty's "location"
          (as defined in Section 9-307 of UCC), unless Counterparty shall have
          given CSFB not less than 10 days' prior notice thereof.

     5.   Counterparty agrees that Counterparty has not and shall not (i)
          create or permit to exist any Lien (other than the security interests
          in the Collateral created hereby) or any Transfer Restriction upon or
          with respect to the Collateral, (ii) sell or otherwise dispose of, or
          grant any option with respect to, any of the Collateral or (iii)
          enter into or consent to any agreement (x) that restricts in any
          manner the rights of any present or future owner of any Collateral
          with respect thereto (other than this Confirmation) or (y) pursuant
          to which any person other than Counterparty, CSFB and any securities
          intermediary through whom any of the Collateral is held (but in the
          case of any such securities intermediary only in respect of
          Collateral held through it) has or will have Control in respect of
          any Collateral and represents that it has not previously



          created any such Lien, effected any such sale, disposition or grant
          or entered in or consented to any such agreement.

  D. ADMINISTRATION OF THE COLLATERAL AND VALUATION OF SECURITIES:

     1.   CSFB shall determine on each Business Day whether a Collateral Event
          of Default shall have occurred. If on any Business Day CSFB
          determines that a Collateral Event of Default shall have occurred,
          CSFB shall promptly notify Counterparty of such determination by
          telephone call to Counterparty followed by a written confirmation of
          such call. If on any Business Day CSFB determines that no Default
          Event or failure by Counterparty to meet any of Counterparty's
          obligations under "Certain Covenants of Counterparty relating to the
          Collateral" or under this section has occurred and is continuing,
          Counterparty may obtain the release from the security interests in
          the Collateral created hereby of any Collateral upon delivery to CSFB
          of a written notice from Counterparty indicating the items of
          Collateral to be released so long as, after such release, no
          Collateral Event of Default shall have occurred. "DEFAULT EVENT"
          means any Collateral Event of Default, any Event of Default with
          respect to Counterparty or any Termination Event with respect to
          which Counterparty is the Affected Party or an Affected Party or an
          Extraordinary Event that results in an obligation of Counterparty to
          pay an amount pursuant to Section 12.7 or Section 12.9 of the 2002
          Definitions.

     2.   Counterparty may pledge additional Eligible Collateral hereunder at
          any time by delivering the same pursuant to the provisions of
          "Delivery of Collateral" above. Concurrently with the delivery of any
          additional Eligible Collateral, Counterparty shall deliver to CSFB a
          certificate, dated the date of such delivery, (i) identifying the
          additional items of Eligible Collateral being pledged and (ii)
          certifying that with respect to such items of additional Eligible
          Collateral the representations and warranties contained in paragraph
          4.c.5. above are true and correct with respect to such Eligible
          Collateral on and as of the date thereof.

     3.   [RESERVED]

     4.   CSFB may at any time or from time to time, in its sole discretion,
          cause any or all of the Collateral that is registered in the name of
          Counterparty or Counterparty's nominee to be transferred of record
          into the name of the Custodian, CSFB or its nominee. Counterparty
          shall promptly give to CSFB copies of any notices or other
          communications received by Counterparty with respect to Collateral
          that is registered, or held through a securities intermediary, in the
          name of Counterparty or Counterparty's nominee and CSFB shall
          promptly give to Counterparty copies of any notices and
          communications received by CSFB with respect to Collateral that is
          registered, or held through a securities intermediary, in the name of
          Custodian, CSFB or its nominee.

     5.   Counterparty agrees that Counterparty shall forthwith upon demand pay
          to CSFB:

          (i)  the amount of any taxes that CSFB or the Custodian may have been
               required to pay by reason of the security interests in the
               Collateral created hereby or to free any of the Collateral from
               any Lien thereon; and




          (ii) the amount of any and all costs and expenses, including the fees
               and disbursements of counsel and of any other experts, that CSFB
               or the Custodian may incur in connection with (A) the
               enforcement of this pledge upon a Default Event, including such
               expenses as are incurred to preserve the value of the Collateral
               and the validity, perfection, rank and value of the security
               interests in the Collateral created hereby, (B) the collection,
               sale or other disposition of any of the Collateral pursuant to
               the terms and conditions of the Agreement, (C) the exercise by
               CSFB of any of the rights conferred upon it hereunder or (D) any
               Default Event.

          Any such amount not paid on demand shall bear interest (computed on
          the basis of a year of 360 days and payable for the actual number of
          days elapsed) at a rate per annum equal to 5% plus the prime rate as
          published from time to time in The Wall Street Journal, Eastern
          Edition.

  E. REHYPOTHECATION OF COLLATERAL:

     The parties hereto agree that CSFB may sell, lend, pledge, rehypothecate,
     assign, invest, use, commingle or otherwise dispose of, or otherwise use
     in its business any Collateral.

  F. INCOME AND VOTING RIGHTS IN COLLATERAL:

     Other than the payments made to CSFB pursuant to the provision entitled
     "Payment Obligation by Counterparty" of paragraph 2 of this Confirmation,
     CSFB shall have the right to receive and retain as Collateral hereunder
     all proceeds and interest of the Collateral (such proceeds as CSFB shall
     have the right to receive and retain at any time, "RETAINED PROCEEDS"),
     and Counterparty shall take all such action as CSFB shall deem necessary
     or appropriate to give effect to such right. All such Retained Proceeds
     that are received by Counterparty shall be received in trust for the
     benefit of CSFB and, if CSFB so directs, shall be segregated from other
     funds of Counterparty and shall, forthwith upon demand by CSFB, be
     delivered over to the Custodian on behalf of CSFB as Collateral in the
     same form as received (with any necessary endorsement).

     CSFB agrees that Counterparty shall have the right from the date hereof
     through the Settlement Date, and CSFB shall take all such action and
     provide all such assurances to the Counterparty as the Counterparty
     reasonably requests to give effect to such right, to vote and to give
     consents, ratifications and waivers, and to take any other actions with
     respect to any or all of the Collateral.

  G. REMEDIES UPON DEFAULT EVENTS:

     If any Default Event shall have occurred and be continuing, CSFB may
     exercise all the rights of a secured party under the UCC (whether or not
     in effect in the jurisdiction where such rights are exercised) and, in
     addition, without being required to give any notice, except as herein
     provided or as may be required by mandatory provisions of law, may sell
     all of the Collateral, or such lesser portion thereof as may be necessary
     to generate proceeds sufficient to satisfy in full all of the obligations
     of Counterparty under the Agreement or hereunder.




     Counterparty hereby irrevocably appoints CSFB as Counterparty's true and
     lawful attorney (which power of attorney is coupled with an interest),
     with full power of substitution, in the name of Counterparty, CSFB or
     otherwise, for the sole use and benefit of CSFB, but at the expense of
     Counterparty, to the extent permitted by law, to exercise, at any time and
     from time to time while a Default Event has occurred and is continuing,
     all or any of the following powers with respect to all or any of the
     Collateral:

     (i)   to demand, sue for, collect, receive and give acquittance for any
           and all monies due or to become due upon or by virtue thereof;

     (ii)  to settle, compromise, compound, prosecute or defend any action or
           proceeding with respect thereto;

     (iii) to sell, transfer, assign or otherwise deal in or with the same or
           the proceeds or avails thereof, as fully and effectually as if CSFB
           were the absolute owner thereof and in connection therewith, to make
           all necessary deeds, bills of sale, instruments of assignment,
           transfer or conveyance of the property, and all instructions and
           entitlement orders in respect of the property thus to be (or that is
           being or has been) sold, transferred, assigned or otherwise dealt
           in; and

     (iv)  to extend the time of payment of any or all thereof and to make any
           allowance and other adjustments with reference thereto;

     provided that CSFB shall give Counterparty not less than one day's prior
     written notice of the time and place of any sale or other intended
     disposition of any of the Collateral, except any Collateral that threatens
     to decline speedily in value, including, without limitation, equity
     securities, or is of a type customarily sold on a recognized market. CSFB
     and Counterparty agree that such notice constitutes "reasonable
     authenticated notification" within the meaning of Section 9-611(b) of the
     UCC.

  H. TERMINATION:

     The rights hereby granted by Counterparty in the Collateral shall cease,
     terminate and be void upon fulfillment of all of the obligations of
     Counterparty under this Confirmation. Any Collateral remaining at the time
     of such termination shall be fully released and discharged from the
     security interests in the Collateral created hereby and delivered to
     Counterparty by CSFB, all at the request and expense of Counterparty.

5.   The Agreement is further supplemented by the following provisions:

        TERMINATION PROVISIONS.

          1.   "SPECIFIED ENTITY" means in relation to CSFB and Counterparty,
               none.

          2.   The "DEFAULT UNDER SPECIFIED TRANSACTION" provision of Section
               5(a)(v) of the Agreement will not apply to CSFB and
               Counterparty.




          3.   The "CROSS DEFAULT" provision of Section 5(a)(vi) will not apply
               to CSFB and will apply to Counterparty.

          4.   The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv)
               will not apply to CSFB and Counterparty.

          5.   The "AUTOMATIC EARLY TERMINATION" provisions of Section 6(a)
               will not apply to CSFB and Counterparty.

          6.   PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e),
               Second Method and Loss will apply.

          7.   "TERMINATION CURRENCY" means United States Dollars.

          8.   NETTING. The provisions of Section 2(c) of the Agreement shall
               apply, provided that Section 2(c) shall be amended by deleting
               "and" at the end of clause (i) thereof and deleting clause (ii)
               thereof.

          9.  SET-OFF. In addition to and without limiting any rights of
               set-off that a party hereto may have as a matter of law,
               pursuant to contract or otherwise, upon the occurrence of an
               Early Termination Event, such Party ("PARTY X") shall have the
               right to terminate, liquidate and otherwise close out the
               transactions contemplated by this Confirmation pursuant to the
               terms hereof, and to set off any obligation that Party X or any
               affiliate of Party X may have to the other party ("PARTY Y")
               hereunder, thereunder or otherwise, including without limitation
               any obligation to make any release, delivery or payment to Party
               Y pursuant to this Confirmation or any other agreement between
               Party X or any of its affiliates and Party Y, against any right
               Party X or any of its affiliates may have against Party Y,
               including without limitation any right to receive a payment or
               delivery pursuant to this Confirmation or any other agreement
               between Party X or any of its affiliates and Party Y. In the
               case of a set-off of any obligation to release, deliver or pay
               assets against any right to receive assets of the same type,
               such obligation and right shall be set off in kind. In the case
               of a set-off of any obligation to release, deliver or pay assets
               against any right to receive assets of any other type, the value
               of each of such obligation and such right shall be determined by
               the Calculation Agent and the result of such set-off shall be
               that the net obligor shall pay or deliver to the other party an
               amount of cash or assets, at the net obligor's option, with a
               value (determined, in the case of a delivery of assets, by the
               Calculation Agent) equal to that of the net obligation. In
               determining the value of any obligation to release or deliver
               Shares or right to receive Shares, the value at any time of such
          
     obligation or right shall be determined by reference to the
               market value of the Shares at such time. If an obligation or
               right is unascertained at the time of any such set-off, the
               Calculation Agent may in good faith estimate the amount or value
               of such obligation or right, in which case set-off will be
               effected in respect of that estimate, and the relevant party
               shall account to the other party at the time such obligation or
               right is ascertained.




        TAX REPRESENTATIONS.  None.

        AGREEMENTS TO DELIVER DOCUMENTS. For the purpose of Sections 4(a)(i)
        and (ii), each of CSFB and Counterparty agrees to deliver the
        following documents, as applicable:

          1.   The Issuer shall have executed and delivered to CSFB, upon
               execution of this Confirmation, an Issuer Acknowledgement in the
               form attached as Annex A hereto.

          2.   Each of CSFB and Counterparty will deliver to the other party,
               upon execution of this Confirmation and upon request of such
               other party, evidence reasonably satisfactory to the other party
               as to the names, true signatures and authority of the officers
               or officials signing this Confirmation on its behalf.

          Such documents shall be covered by the representation set forth in
          Section 3(d).

        MISCELLANEOUS:

          1.   ADDRESSES FOR NOTICES. For the purpose of Section 12(a):

               Address for notices or communications to CSFB (other than by
               facsimile) (for all purposes):

               Address:         Credit Suisse First Boston International
                                c/o Credit Suisse First Boston LLC
                                11 Madison Avenue
                                New York, NY  10010
                                Attn:    Senior Legal Officer
                                Tel:  (212) 538 4488
                                Fax:  (212) 325 4585

               With a copy to:  Credit Suisse First Boston LLC
                                1 Madison Avenue, 8th Floor
                                New York, New York 10010

                                For payments and deliveries:
                                Attn:    Ricardo Harewood
                                Tel:  (212) 538-9810
                                Fax:  (212) 325- 8175

                                For all other communications:
                                Attn:   Joe Belnome/John Ryan
                                Tel.:  (212) 538-1277/(212) 325-8681
                                Fax:   (212) 538-8898

               Designated responsible employee for the purposes of Section
               12(a)(iii):  Senior Legal Officer


               Address for notices or communications to Counterparty:

               Address:   FFL Executive Partners, L.P.
                          One Maritime Plaza, Suite 1000, San Francisco,
                          CA  94111
              Attention:  Rajat Duggal
              Facsimile No.: (415) 402-2111      Telephone No.: (415) 402-2100


              With a copy to:

              Address:    Bingham McCutchen LLP
                          399 Park Avenue
                          New York, NY 10022
              Attention:  Neil Townsend
              Facsimile No.:(212) 702-3644  Telephone No.: (212) 318-7722

          2.  The date and time of the Transaction will be furnished by CSFB
              to Counterparty upon written request by Counterparty.

          3.  [RESERVED]

          4.  WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY WAIVES, TO THE
              FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
              TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING
              RELATING TO THIS CONFIRMATION OR ANY CREDIT SUPPORT DOCUMENT.
              Each party (i) certifies that no representative, agent or
              attorney of the other party has represented, expressly or
              otherwise, that such other party would not, in the event of such
              a suit action or proceeding, seek to enforce the foregoing waiver
              and (ii) acknowledges that it and the other party have been
              induced to enter into this Confirmation by, among other things,
              the mutual waivers and certifications in this Section.

          5.  SERVICE OF PROCESS. The parties irrevocably consent to service of
              process given in the manner provided for notices in Section in
              paragraph 1 immediately above. Nothing in this Confirmation will
              affect the right of either party to serve process in any other
              manner permitted by law.

          6.  THE AGREEMENT AND EACH CONFIRMATION THEREUNDER WILL BE GOVERNED
              BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
              YORK WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE (PROVIDED THAT
              AS TO PLEDGED ITEMS LOCATED IN ANY JURISDICTION OTHER THAN THE
              STATE OF NEW YORK, CSFB SHALL, IN ADDITION TO ANY RIGHTS UNDER
              THE LAWS OF THE STATE OF NEW YORK, HAVE ALL OF THE RIGHTS TO
              WHICH A SECURED PARTY IS ENTITLED UNDER THE LAWS OF SUCH OTHER
              JURISDICTION). EACH PARTY HEREBY SUBMITS TO THE JURISDICTION OF
              THE COURTS OF THE STATE OF NEW YORK. THE PARTIES HERETO HEREBY



              AGREE THAT THE CUSTODIAN'S JURISDICTION, WITHIN THE MEANING OF
              SECTION 8-110(E) OF THE UCC, INSOFAR AS IT ACTS AS A SECURITIES
              INTERMEDIARY HEREUNDER OR IN RESPECT HEREOF, IS THE STATE OF NEW
              YORK.

          7.  This Confirmation is not intended and shall not be construed to
              create any rights in any person other than Counterparty, CSFB and
              their respective successors and assigns and no other person shall
              assert any rights as third-party beneficiary hereunder. Whenever
              any of the parties hereto is referred to, such reference shall be
              deemed to include the successors and assigns of such party. All
              the covenants and agreements herein contained by or on behalf of
              Counterparty and CSFB shall bind, and inure to the benefit of,
              their respective successors and assigns whether so expressed or
              not.

          8.  Any provision of this Confirmation may be amended or waived if,
              and only if, such amendment or waiver is in writing and signed,
              and in the case of an amendment, by Counterparty and CSFB or, in
              the case of a waiver, by the party against whom the waiver is to
              be effective.



Please confirm that the foregoing correctly sets forth the terms of our
agreement by signing and returning this Confirmation.



                                Yours faithfully,

                                CREDIT SUISSE FIRST BOSTON INTERNATIONAL


                                By:___________________________________
                                Name:
                                Title:



Confirmed as of the date first written above:

FFL EXECUTIVE PARTNERS, L.P.

BY:  FRIEDMAN FLEISCHER & LOWE GP, LLC, ITS GENERAL PARTNER


By:________________________________
Name:  David L. Lowe
Title: Senior Managing Member


CREDIT SUISSE FIRST BOSTON LLC,
as Agent


By:________________________________
Name:
Title:



Our Reference Number: External ID: 9183172 / Risk ID: 40063496


                                                                     ANNEX A

                        [FORM OF ISSUER ACKNOWLEDGEMENT]
                                                                      [DATE]

Credit Suisse First Boston International
c/o Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, New York 10010

         Re:  PROPOSED TRANSACTION BY FFL EXECUTIVE PARTNERS, L.P.

Ladies and Gentlemen:

     Korn/Ferry International (the "COMPANY") understands that FFL Executive
Partners, L.P. ("COUNTERPARTY") proposes to enter into a hedging transaction
(the "TRANSACTION") with Credit Suisse First Boston International ("CSFB") with
respect to the 7.5% Convertible Subordinated Notes due 2010 of the Company (the
"CONVERTIBLE NOTES") convertible into shares of common stock of the Company
(the "COMMON STOCK"). Specifically, the Company understands that Counterparty
proposes to enter into a forward sale and purchase transaction with CSFB,
pursuant to which CSFB will pay cash to Counterparty on or shortly after the
date of execution of the Transaction and Counterparty will deliver to CSFB on
or about March 10, 2007 or such other date specified by CSFB upon 1 Business
Day's notice (the "SETTLEMENT DATE"), $225,469.03 aggregate principal amount of
Convertible Notes (subject to applicable adjustments). In addition, the Company
understands that Counterparty initially will pledge $225,469.03 aggregate
principal amount of Convertible Notes owned by Counterparty to CSFB to secure
Counterparty's obligations under the Transaction (the "PLEDGE").

     The Company has no objection to the proposed Transaction or to the Pledge.
The Company confirms that the Transaction and the Pledge will not violate any
insider trading or other policy or rule of the Company.

     The Company agrees that if CSFB forecloses on the Convertible Notes, or
the Convertible Notes are transferred to CSFB pursuant to the terms of the
Transaction, that promptly, upon delivery to the Company or its transfer agent
of:

     (i)  any required tax stamps; and

     (ii) a duly executed notice of conversion (attached hereto as Exhibit 1)

the Company (x) will effect the conversion of such Convertible Notes without
any further action or delivery of any documents or instruments on the part of
CSFB or Counterparty and notwithstanding any policy or objection the Company
may have at the time that would otherwise prevent or delay any sale or transfer
of any shares of Common Stock or Convertible Notes by Counterparty at the time
of such foreclosure or transfer and (y) will instruct its transfer agent to
convert any such Convertible Notes held by CSFB in Pledge, in accordance with
the provisions of the Convertible Notes, into the such number of shares of
fully paid and non-assessable shares of Common Stock as provided for by the
terms of the Convertible Notes and issue shares of Common Stock without any
legends thereon that relate to restrictions on the disposition thereof under



























                                       A-1


the Securities Act of 1933 or otherwise register in such name or names as CSFB
shall request and deliver such shares directly to CSFB or its designee without
the return thereof to Counterparty.



                                     KORN/FERRY INTERNATIONAL



                                     By:_______________________________
                                        Name:
                                        Title:






























































                                     A-2



                                                         EXHIBIT 1 TO ANNEX A


                         [FORM OF NOTICE OF CONVERSION]

                                                                   [DATE]

Korn/Ferry International
1800 Century Park East, Suite 900
Los Angeles, CA 90067
Attn:  Secretary

Ladies and Gentlemen:

     Please be advised that FFL Executive Partners, L.P., a Delaware limited
partnership ("SELLER"), has entered into a Prepaid Forward Confirmation (the
"AGREEMENT") dated as of March 15, 2005 with Credit Suisse First Boston
International ("BUYER"), by Credit Suisse First Boston LLC as its agent
(the "AGENT").

     Seller is the record holder of 7.5% Convertible Subordinated Notes due
2010 (evidenced by the certificates attached hereto, the "SECURITIES") of
Korn/Ferry International, a Delaware corporation (the "COMPANY"). The
Securities are convertible into shares of common stock ("COMMON STOCK") of the
Company. Seller and Buyer are willing to sell and purchase $225,469.03
aggregate principal amount of the Securities at the times and on the terms set
forth in the Agreement. Seller has agreed, pursuant to the Agreement, to grant
Buyer a security interest (the "PLEDGE") in Securities (the "PLEDGED
SECURITIES") to secure the obligations of Seller under the Agreement.

     This letter constitutes written notice of conversion (the "NOTICE OF
CONVERSION") required by the Securities and instruments governing the
Securities. In the event that Seller delivers Securities pursuant to its
obligations under the Agreement, or in the event of the exercise by Buyer of
any of its rights under the Pledge with respect to the Pledged Securities, the
Seller and Buyer hereby elect that such Securities be converted into such
number of shares of Common Stock as provided for by the terms of the Securities
and its governing instruments.

     Pursuant to this Notice of Conversion and upon delivery of certificates
evidencing the Securities subject to conversion duly endorsed by Seller or in
blank or accompanied by a duly executed proper instrument of transfer in a form
satisfactory to the Company, please convert the Securities into the applicable
number of shares of Common Stock and, at Buyer's direction, either (i) issue
them in the name of Credit Suisse First Boston International and deliver the
certificate evidencing such shares of Common Stock directly to the following
address:

                     Credit Suisse First Boston International
                       c/o Credit Suisse First Boston LLC
                          1 Madison Avenue, 8th Floor
                            New York, New York 10010
                             Attn: Ricardo Harewood
                           OTC Derivative Operations

or (ii) deliver them in electronic equivalent form to an account specified by
Buyer at such time.

     PLEASE DO NOT DELIVER THE CERTIFICATES REPRESENTING SUCH SHARES OF COMMON
STOCK TO SELLER UNDER ANY CIRCUMSTANCES PURSUANT TO THE TERMS OF THIS NOTICE OF
CONVERSION.




















                                    Ex. 1-1



     This Notice of Conversion will be irrevocable by the Seller. This Notice
of Conversion will automatically terminate upon the satisfaction of Seller's
delivery obligations under the Agreement, as determined in good faith by the
Buyer.

                                     Very truly yours,

                                     FFL EXECUTIVE PARTNERS, L.P.


                                     BY:  FRIEDMAN  FLEISCHER & LOWE GP,
                                          LLC, ITS GENERAL PARTNER


                                     By:__________________________________
                                        Name:
                                        Title:



                                     CREDIT SUISSE FIRST BOSTON INTERNATIONAL


                                     By:___________________________________
                                        Name:
                                        Title:



















































                                    Ex. 1-2