EXHIBIT 99.07

                    Heidrick & Struggles International, Inc.
                        Change in Control Severance Plan

Article 1. Establishment and Purpose

      1.1 Establishment of the Plan. Heidrick & Struggles International, Inc.
("H&S") hereby establishes this change in control severance plan to be known as
the "Heidrick & Struggles International, Inc. Change in Control Severance Plan"
(the "Plan").

      1.2 Purpose of the Plan. The Board (as defined herein) has determined that
it is in the best interests of the Company (as defined herein) and its
stockholders to secure the continued services, dedication and objectivity of
certain key employees of the Company in the event of any threat or occurrence of
a Change in Control (as defined in Section 2(j)), without concern as to whether
such employees might be hindered or distracted by personal uncertainties and
risks created by any such actual or threatened Change in Control.

Article 2. Definitions

      Whenever used in the Plan, the following terms shall have the meanings set
forth below:

      (a) "Age Supplement" means the number of years, if any, specified in a
Participant's Participation Schedule to be added to the Participant's age for
purposes of computing the amount of, and the Participant's eligibility for,
benefits afforded by the Company under the Pension Plans and Welfare Benefit
Plans.

      (b) "Base Salary" means a Participant's highest annual rate of salary or
wages, including any amounts deferred at the election of the Participant, in
effect at any time during the twelve months immediately preceding such
Participant's Termination Date.

      (c) "Beneficiary" means the persons or entities entitled to benefits
hereunder upon a Participant's death.

      (d) "Beneficial Owner" shall have the meaning ascribed to such term in
Rule 13d-3 under the Securities Exchange Act of 1934, as amended (or any
successor rule thereto).

      (e) "Benefit Continuation Period" means the period specified in a
Participant's Participation Schedule during which the Benefit Plans are
continued pursuant to Section 6.1(c) hereof.

      (f) "Benefit Plans" means Welfare Benefit Plans and Fringe Benefits.

      (g) "Board" means the Board of Directors of H&S or its successor.

      (h) "Bonus Amount" means the greater of (i) the annual target bonus for
the Participant as of the date immediately prior to the Change in Control or
(ii) the annual average of



the annual bonuses payable to the Participant, including any amounts deferred at
the election of the Participant, with respect to the three calendar years
preceding the Change in Control (excluding any bonus payable as a result of a
Change in Control), provided that if a Participant has less than three full
years of employment with the Company prior to the calendar year in which a
Change in Control occurs, this clause (ii) shall equal the product of (A)(1) the
aggregate annual bonuses payable to the Participant with respect to the period
of employment prior to the calendar year in which a Change in Control occurs,
including any amounts deferred at the election of the Participant, divided by
(2) the number of full months of the Participant's employment during such period
multiplied by (B) twelve (12).

      (i) "Cause," when used in connection with the termination of a
Participant's employment by the Company under the Plan, means (i) the willful
and continued failure by the Participant substantially to perform his or her
duties and obligations to the Company as in effect immediately prior to the
Change in Control (other than any such failure resulting from any physical or
mental condition, whether or not such condition constitutes a Disability) which
failure continues after H&S has given notice thereof to the Participant which
notice specifies the aspects in which the Participant has failed to perform his
or her duties or obligations to the Company and sets forth specific corrective
action required of the Participant or (ii) the willful engaging by the
Participant in misconduct which is materially injurious to the Company,
monetarily or otherwise. For purposes of this definition, no act, or failure to
act, on a Participant's part shall be considered "willful" unless done, or
omitted to be done, by the Participant in bad faith and without reasonable
belief that his or her action or omission was in the best interests of H&S.

      (j) "Change in Control" means the occurrence of any of the following
events:

            (i) any Person (other than H&S, any trustee or other fiduciary
      holding securities under an employee benefit plan of H&S, or any company
      owned, directly or indirectly, by the stockholders of H&S in substantially
      the same proportions as their ownership of stock of H&S), becomes the
      Beneficial Owner, directly or indirectly, of securities of H&S
      representing 30 percent or more of the combined voting power of H&S'
      then-outstanding securities;

            (ii) during any period of 24 months (not including any period prior
      to June 30, 2002), individuals who, at the beginning of such period,
      constitute the Board, and any new director (other than (A) a director
      nominated by a Person who has entered into an agreement with the Company
      to effect a transaction described in Sections 2(j)(i), (iii) or (iv)
      hereof, (B) a director nominated or proposed by any Person who has
      publicly announced or advised H&S of an intention to take or to consider
      taking actions (including, but not limited to, an actual or threatened
      proxy contest) which, if consummated, would constitute a Change in
      Control, or (C) a director nominated by any Person who is the Beneficial
      Owner, directly or indirectly, of securities of H&S representing 10
      percent or more of the combined voting power of H&S' securities) whose
      election by the Board or nomination for election by H&S' stockholders was
      approved in advance by a vote of at least two-thirds of the directors then
      still in office who either were directors at the beginning of the period
      or whose election or nomination for election was previously so approved,
      cease for any reason to constitute at least a majority thereof;


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            (iii) the consummation of any transaction or series of transactions
      under which H&S is merged or consolidated with any other company (other
      than a merger or consolidation (x) which would result in the voting
      securities of H&S outstanding immediately prior thereto continuing to
      represent (either by remaining outstanding or by being converted into
      voting securities of the surviving entity or its parent corporation) more
      than 66-2/3 percent of the combined voting power of the voting securities
      of H&S or such surviving entity or its parent corporation outstanding
      immediately after such merger or consolidation, and (y) after which no
      Person holds 30 percent or more of the combined voting power of the
      then-outstanding securities of H&S or such surviving entity or its parent
      corporation);

            (iv) the consummation of a plan of complete liquidation of H&S or of
      a sale or disposition by H&S of all or substantially all of H&S' assets;
      or

            (v) any other event occurs which the Board determines, in its
      discretion, to be a Change in Control.

            Notwithstanding the foregoing, a Change in Control shall not occur
      with respect to the Participant by reason of any event which would
      otherwise constitute a Change in Control if, immediately after the
      occurrence of such event, (x) H&S ceases to be subject to the requirement
      to file reports pursuant to Section 13 or Section 15(d) of the Exchange
      Act and no more than 50% of the then outstanding shares of common stock of
      H&S or any acquiror or successor to substantially all of the business of
      H&S is owned, directly or indirectly, by any entity subject to such
      requirements and (y) individuals (which may or may not include the
      Participant) who were executive officers of H&S immediately prior to the
      occurrence of such event, own, directly or indirectly, on a fully diluted
      basis, (1) 25% or more of the then outstanding shares of common stock of
      H&S or any acquiror or successor to substantially all of the business of
      H&S or (2) 25% or more of the combined voting power of the then
      outstanding voting securities of H&S or any acquiror or successor to
      substantially all of the business of H&S entitled to vote generally in the
      election of directors.

      (k) "Company" means Heidrick & Struggles International, Inc., organized
under the laws of the state of Delaware, including any and all subsidiaries, or
any successor or successors thereto.

      (l) "Disability" shall mean (i) a physical or mental condition entitling
the Company to terminate the Participant's employment pursuant to an employment
agreement between the Participant and the Company or (ii) in the absence of such
a provision for disability termination or in the absence of an employment
agreement, a physical or mental incapacity of a Participant which entitles the
Participant to benefits under the long term disability plan applicable to the
Participant and maintained by the Company as in effect immediately prior to a
Change in Control.

      (m) "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.


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      (n) "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, including rules thereunder and successor provisions and rules
thereto.

      (o) "Fringe Benefits" means any material fringe benefit provided to the
Participant by the Company immediately prior to the Termination Date or, if more
favorable to the Participant, immediately prior to the Change in Control.

      (p) "Good Reason," when used with reference to a termination of a
Participant's employment with the Company, shall mean, without a Participant's
express written consent, the occurrence of any of the following events during
the Protected Period:

            (i) The assignment to the Participant of any duties inconsistent
      with, or the reduction of powers, responsibilities or functions associated
      with, the Participant's positions and status with the Company immediately
      prior to a Change in Control, or any removal of the Participant from, or
      any failure to reelect the Participant to, any positions or offices with
      the Company that the Participant held immediately prior to a Change in
      Control, except in connection with the termination of the Participant's
      employment by the Company for Cause or on account of Disability pursuant
      to the requirements of the Plan;

            (ii) A reduction by the Company of the Participant's base salary as
      in effect immediately prior to a Change in Control or of such higher base
      salary as may have been in effect during the Protected Period, except in
      connection with the termination of the Participant's employment by the
      Company for Cause or on account of Disability pursuant to the requirements
      of the Plan;

            (iii) The failure by the Company to pay the Participant any portion
      of his or her current compensation, or any portion of his or her
      compensation deferred under any plan, agreement or arrangement of or with
      the Company within seven (7) days of the date such compensation is due;

            (iv) A change in the Participant's principal work location more than
      fifty (50) miles from the Participant's principal work location
      immediately prior to a Change in Control;

            (v) A change in the Participant's required travel on the Company's
      business to the extent such travel obligations are substantially
      inconsistent with the Participant's business travel obligations
      immediately prior to a Change in Control;

            (vi) (A) The failure by the Company to continue in effect any
      Benefit Plans (or substitute plans, programs or arrangements providing the
      Participant with substantially similar benefits), (B) the taking of any
      action, or the failing to take any action, by the Company which could (x)
      adversely affect the Participant's participation in, or materially reduce
      the Participant's benefits under, such Benefit Plans or (y) materially
      adversely affect the basis for computing benefits under such Benefit
      Plans, or (C) the failure by the Company to provide the Participant with
      the number of paid vacation days to which the Participant was entitled
      immediately prior to a Change in Control in accordance with the Company's
      vacation policy applicable to the Participant then in effect, except, in
      each


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      case, in connection with the termination of the Participant's employment
      by the Company for Cause or on account of Disability pursuant to the
      requirements of the Plan;

            (vii) The failure by the Company to afford the Participant annual
      bonus and long-term incentive compensation opportunities at a level which
      is at least equal to the level of annual bonus and long-term incentive
      compensation opportunities made available to the Participant immediately
      prior to the Change in Control;

            (viii) A material increase in the required working hours of the
      Participant from that required prior to the Change in Control;

            (ix) The failure by the Company to obtain pursuant to Section 10.1
      an assumption of the obligations of the Company under the Plan by any
      successor to the Company; or

            (x) Any other event which is expressly described in the
      Participant's Participation Schedule as Good Reason occurs during the
      Protected Period.

      Notwithstanding the foregoing, an isolated and inadvertent action taken in
good faith and which is remedied by the Company within ten (10) days after
receipt of notice thereof given by the Participant shall not constitute Good
Reason.

      (q) "H&S" means Heidrick & Struggles International, Inc. and its successor
or successors.

      (r) "Non-Qualifying Termination" means a termination of a Participant's
employment (i) by the Company for Cause, (ii) by the Participant for any reason
other than Good Reason, or (iii) as a result of the Participant's death or
Disability.

      (s) "Participant" means an employee of the Company who fulfills the
eligibility and participation requirements, as provided in Article 4 herein.

      (t) "Participation Schedule" means the schedule evidencing the
Participant's participation in the Plan.

      (u) "Pension Plan" shall mean, with respect to a Participant, any employee
pension plan of the Company within the meaning of Section 3(2) of ERISA in which
the Participant was participating immediately prior to the Change in Control.

      (v) "Person" shall have the meaning ascribed to such term in Section 3 of
the Securities Exchange Act of 1934, as amended, or as such term is used for
purposes of Section 13(d) or 14(d) of such Act (or any successor section
thereto).

      (w) "Plan" means this Heidrick & Struggles International, Inc. Change in
Control Severance Plan.

      (x) "Protected Period" shall mean the period beginning on the first date
during the Term on which a Change in Control occurs and ending two years after
that date. Anything in the


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Plan to the contrary notwithstanding, if a Participant's employment with the
Company is terminated or the terms and conditions of the Participant's
employment are adversely changed in a manner which would constitute grounds for
a termination of employment by the Participant for Good Reason prior to the date
on which a Change in Control occurs, and it is reasonably demonstrated that such
termination of employment or adverse change (i) was at the request of a third
party who has taken steps reasonably calculated to effect the Change in Control
or (ii) otherwise arose within six months of and in connection with or in
anticipation of the Change in Control, then for all purposes of the Plan the
"Protected Period" for such Participant shall begin on the date immediately
prior to the date of such termination of employment or adverse change and end
two years after the date of such Change in Control.

      (y) "Restrictive Covenants" shall mean the covenants set forth in Article
11 of the Plan.

      (z) "Service Supplement" means the number of years, if any, specified in a
Participant's Participation Schedule to be added to the Participant's service
for purposes of computing the amount of, and the Participant's eligibility for,
benefits afforded by the Company under the Company's Welfare Benefit Plans and
under the Company's Pension Plans that are defined benefit plans as provided in
Article 6.

      (aa) "Severance Factor" means the number specified in a Participant's
Participation Schedule used to determine the Severance Payment payable to a
Participant pursuant to Section 6.1(b) hereof.

      (bb) "Severance Payment" means the benefit payable in accordance with
Section 6.1(b) of the Plan.

      (cc) "Term" means the period commencing on the effective date of the Plan
and ending on the third anniversary of such date; provided, however, that
commencing on the date one year after the effective date of the Plan, and on
each anniversary of such date (such date and each annual anniversary thereof is
hereinafter referred to as the "Renewal Date"), the Term shall be automatically
extended with respect to a Participant so as to terminate three years from such
Renewal Date, unless at least 60 days prior to the Renewal Date the H&S shall
give notice to such Participant that the Term shall not be so extended.

      (dd) "Termination Date" shall be the effective date of a Participant's
termination of employment as provided in Article 5.

      (ee) "Welfare Benefit Plans" means any employee benefit plan, program or
arrangement within the meaning of Section 3(1) of ERISA, in which the
Participant was participating immediately prior to the Termination Date or, if
more favorable to the Participant, immediately prior to the Change in Control.

      (ff) "Without Cause", when used in reference to a termination of a
Participant's employment with the Company, shall mean any termination of the
Participant's employment by the Company which is not a termination of employment
for Cause, Disability or death.


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Article 3. Administration

      The Plan shall be administered by the Board. The Board shall have full
authority, consistent with the Plan, to administer the Plan, including authority
to interpret and construe any provisions of the Plan. The decisions of the Board
shall be final and binding on all parties.

Article 4. Participation

      The Board shall designate those key employees of the Company entitled to
participate in the Plan; provided, that the Board may delegate to the
Compensation Committee of the Board or the Chief Executive Officer of H&S the
right to designate non-executive officers entitled to participate in the Plan.
Each key employee so designated shall receive a Participation Schedule in
substantially the form attached hereto. Such Participation Schedule shall
specify: (a) the Severance Factor; (b) the Benefit Continuation Period; (c) the
Age Supplement or Service Supplement, if any; (d) whether or not the Participant
will be entitled to the additional payment under Section 7.2 or be subject to
the limitations of Section 7.3; and (e) the additional events, if any, that
constitute termination of employment for Good Reason. Notwithstanding anything
in the Plan to the contrary, as a condition to participation, a Participant must
execute an agreement to be bound by the Restrictive Covenants in substantially
the form attached hereto, within thirty (30) days after the date of the
Participant's Participation Schedule.

Article 5. Termination of Employment

      5.1 Termination of Employment of a Participant By the Company During the
Protected Period. (a) During the Protected Period, the Company shall have the
right to terminate a Participant's employment hereunder for Cause, for
Disability, Without Cause or on account of the Participant's death by following
the procedures hereinafter specified.

      (b) Termination of a Participant's employment for Disability shall become
effective thirty (30) days after a notice of intent to terminate the
Participant's employment, specifying Disability as the basis for such
termination, is given to the Participant by the Board. Termination of a
Participant's employment on account of his or her death shall become effective
as of the date of his or her death.

      (c) A Participant may not be terminated for Cause unless and until a
notice of intent to terminate the Participant's employment for Cause, specifying
the particulars of the conduct of the Participant forming the basis for such
termination and setting forth specific corrective action required of the
Participant, is given to the Participant by the Board and, subsequently, a
majority of the Board finds, after reasonable notice to the Participant (but in
no event less than fifteen (15) days' notice) and an opportunity for the
Participant and his or her counsel to be heard by the Board, that termination of
the Participant's employment for Cause is justified. Termination of the
Participant's employment for Cause shall become effective after such finding has
been made by the Board and five (5) business days after the Board gives to the
Participant notice thereof, specifying in detail the particulars of the conduct
of the Participant found by the Board to justify such termination for Cause.


                                       7



      (d) The Company shall have the absolute right to terminate a Participant's
employment Without Cause at any time by vote of a majority of the Board.
Termination of the Participant's employment Without Cause shall be effective
five (5) business days after the Board gives to the Participant notice thereof,
specifying that such termination is Without Cause.

      5.2 Termination of Employment By a Participant During the Protected
Period. During the Protected Period, a Participant shall be entitled to
terminate his or her employment with the Company and, if such termination is for
Good Reason, to receive the benefits provided in Section 6.1 hereof. The
Participant shall give H&S notice of voluntary termination of employment, which
notice need specify only Participant's desire to terminate his or her employment
and, if such termination is for Good Reason, set forth in reasonable detail the
facts and circumstances claimed by the Participant to constitute Good Reason.
Termination of Participant's employment by the Participant pursuant to this
Section 5.2 shall be effective ten (10) business days after the Participant
gives notice thereof to H&S.

Article 6. Payments Upon Termination of Employment in Certain Circumstances

      6.1 Termination other than Non-Qualifying Termination. If during the
Protected Period, the employment of a Participant shall terminate, other than by
reason of a Non-Qualifying Termination, then H&S shall provide to such
Participant the following benefits:

      (a) Accrued Compensation. H&S shall pay to the Participant, within thirty
(30) days following the Termination Date, a lump sum cash amount equal to the
sum of (i) the full Base Salary (without regard to any reduction constituting
Good Reason) earned by the Participant through the Termination Date and unpaid
at the Termination Date, (ii) any bonus awards earned by the Participant but not
yet paid or credited as a deferral at the Termination Date, (iii) the amount of
any Base Salary attributable to vacation earned by the Participant but not taken
before the Termination Date, and (iv) one-twelfth of the Participant's Bonus
Amount times the number of months and parts thereof, from the beginning of the
calendar year including the Termination Date through the Termination Date.

      (b) Severance Payment. H&S shall pay to the Participant, not later than
thirty (30) days following the Termination Date, a lump-sum cash Severance
Payment equal to the sum of the product of the Participant's Severance Factor
times the sum of (i) the Participant's Base Salary and (ii) the Participant's
Bonus Amount.

      (c) Benefits Continuation. H&S shall maintain in full force and effect (or
otherwise provide) with respect to the Participant (and, to the extent
applicable, his or her dependents) all Benefit Plans, upon the same terms and
otherwise to the same extent as such Benefit Plans shall have been in effect
immediately prior to the Termination Date (or, if more favorable to the
Participant, immediately prior to the Change in Control), until the expiration
of the Benefit Continuation Period, provided that the Participant's continued
participation is possible under the general terms and provisions of such Benefit
Plans. H&S and the Participant shall share the costs of the continuation of such
Benefit Plans in the same proportion as such costs were shared immediately prior
to the Termination Date (or, if more favorable to the Participant, immediately
prior to the Change in Control). In the event that the Participant's
participation in any such Benefit Plan is prohibited, H&S shall arrange to
provide the Participant with benefits


                                       8



substantially similar to those which the Participant is entitled to receive
under such Benefit Plan. Each Benefit Plan continued under this Section 6(c)
shall cease on the date the Participant becomes reemployed and covered under
another employer's benefit plans providing the same type and level of benefits.
In the event that the Participant becomes reemployed and covered under another
employer's benefit plans that do not provide the same level of benefits, the
benefits received under the Benefit Plans shall be offset by any benefits
received from the new employer. In addition, during the Benefit Continuation
Period, H&S shall provide for the Participant certain perquisites, including any
car allowance, annual physical examination, and/or club membership upon the same
terms and otherwise to the same extent as such perquisites were provided to the
Participant immediately prior to the Termination Date (or, if more favorable to
the Participant, immediately prior to the Change in Control).

      (d) Pension Plan Calculation.

            (i) Defined Benefit Plan. With respect to Pension Plans that are
      qualified defined benefit pension plans (and any related supplemental
      pension benefit plans, including any excess benefit plans (collectively,
      the "DB Pension Plans")), if any, H&S shall pay to the Participant (or his
      or her beneficiary upon his or her death) the excess, if any, of:

                  (A) the benefit the Participant (or his or her Beneficiary, as
            the case may be) would have been entitled to receive in the
            aggregate under the DB Pension Plan determined as though (i) the
            Participant continued to participate in the DB Pension Plan through
            the Termination Date and as though his or her age at the Termination
            Date were increased by the Age Supplement, if any, and his or her
            service at the Termination Date were increased by the Service
            Supplement, if any, and (ii) the Participant were fully vested in
            the accrued benefit so determined; over

                  (B) the benefit actually payable to the Participant (or such
            Beneficiary, as the case may be) under the DB Pension Plan based on
            his or her actual age, service and compensation through the
            Termination Date.

      Except as specifically provided herein, such excess benefit shall be
      determined, and payment thereof shall commence, in accordance with the
      provisions, rules, and assumptions of the DB Pension Plan (assuming the
      Age Supplement and the Service Supplement were credited thereunder), but
      shall actually be paid from the general assets of H&S.

            (ii) Defined Contribution Plan. With respect to Pension Plans that
      are defined contribution plans, H&S shall continue contributions to such
      plan at the same level as were made immediately prior to the date of the
      Change in Control for the Benefit Continuation Period as if the
      Participant had remained employed with the Company through the end of such
      period, provided that the Participant's continued participation is
      possible under the general terms and provisions of such plan. In the event
      the Participant's participation in the plan is prohibited, H&S shall pay
      the Participant an


                                       9



      amount equal to such contributions in a lump-sum cash payment not later
      than the Termination Date from the general assets of H&S.

      (e) Other Retirement Benefits. For purposes of determining the
Participant's eligibility for early or other retirement benefits under the
Benefit Plans, the Participant's age and service factors thereunder at the
Termination Date shall be increased by the amount, if any, of the Participant's
Age Supplement and the Participant's Service Supplement, respectively. H&S shall
continue to provide to the Participant and, to the extent applicable, any
beneficiaries and dependents, the benefits and perquisites that H&S then
provides to early retirees and retirees who have a comparable age and service
factor as the Participant's age and service factors, as so increased.

      6.2 Non-Qualifying Termination. If during the Protected Period the
employment of a Participant shall terminate by reason of a Non-Qualifying
Termination, then H&S shall pay to the Participant or to the Participant's
Beneficiary if a Participant dies while any amount would still be payable to the
Participant hereunder had the Participant continued to live, within thirty (30)
days following the Termination Date, a lump sum cash amount equal to the sum of
(i) the full Base Salary earned by the Participant through the Termination Date
and unpaid at the Termination Date, (ii) any bonus awards earned by the
Participant but not yet paid or credited as a deferral at the Termination Date,
and (iii) the amount of any Base Salary attributable to vacation earned by the
Participant but not taken before the Termination Date.

      6.3 Other Agreements. The Severance Payment and the other benefits
described in this Article 6 shall be payable in addition to, and not in lieu of,
all other accrued, vested or deferred compensation, rights, options or other
benefits which may be owed to a Participant following termination or upon a
Change in Control, including but not limited to amounts or benefits payable
under any incentive plan, stock option plan, stock ownership plan, stock
purchase plan, life insurance plan, health plan, disability plan or similar or
successor plan; provided, however, that in the event the Participant is entitled
to any benefits or payments upon his or her termination of employment under an
employment agreement with, or severance plan maintained by, the Company, the
Participant shall not be entitled to the payments and benefits hereunder upon
such termination unless the Participant then waives any rights that the
Participant may then have under such employment agreement or severance plan in
respect of such termination of employment. If the Participant does not waive his
or her rights under such employment agreement or severance plan in accordance
with this Section 6.3, the Participant shall not be entitled to any payments or
benefits hereunder and shall not be bound by the Restricted Covenants contained
herein. In the event that the Participant is entitled to receive from the
Company benefits in the nature of severance under applicable law, then the
amounts of benefits provided hereunder shall, to the extent lawful, be reduced
by the amount of such legally-mandated benefits.

Article 7. Other Benefits; Additional Payments and Limitations on Payments

      7.1 Accelerated Awards. This Section 7.1 shall apply to a Participant if
and only if such Participant is a participant in the 1998 Heidrick & Struggles
GlobalShare Program I (the "GlobalShare Program"), the performance share plan
implemented pursuant to the GlobalShare


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Program (the "Performance Share Plan") or the Heidrick & Struggles
International, Inc. Restricted Stock Unit Plan (the "RSU Plan"), as each may be
amended from time to time. In the event that a Change in Control occurs:

            (a) the Participant's stock options granted under the GlobalShare
      Program and outstanding as of the date of the Change in Control shall vest
      and become fully and immediately exercisable as of such date and shall
      remain exercisable until their expiration, termination or cancellation
      pursuant to the terms of the GlobalShare Program;

            (b) the Participant's restricted stock granted under the GlobalShare
      Program shall vest as of the date of the Change in Control;

            (c) the Participant's restricted stock units granted under the
      GlobalShare Program or the RSU Plan shall vest as of the date of the
      Change in Control and H&S shall deliver to the Participant, no later than
      sixty (60) days following the Change in Control, for each restricted stock
      unit a share of common stock of H&S (or such other security, property or
      cash which a holder of a share of common stock would have received in the
      transaction resulting in the Change in Control, if any); and

            (d) the Participant's target award of performance shares shall be
      deemed to have been earned by the Participant as of the date of the Change
      in Control, regardless of the attainment or nonattainment of any
      performance targets, and H&S shall deliver to the Participant, no later
      than sixty (60) days following the Change in Control, for each performance
      share of such Participant's target award a share of common stock of H&S
      (or such other security, property or cash which a holder of a share of
      common stock would have received in the transaction resulting in the
      Change in Control, if any).

      7.2 Gross-Up Payment. (a) This Section 7.2 shall apply to a Participant if
and only if so expressly provided in the Participant's Participation Schedule.
No Payments (as such term is defined below) shall be made under this Section 7.2
on or after a Non-Qualifying Termination that constitutes a termination for any
reason other than as a result of the Participant's death or Disability.

      (b) Anything in the Plan to the contrary notwithstanding, in the event it
shall be determined that any payment or distribution by H&S to or for the
benefit of the Participant, whether paid or payable or distributed or
distributable pursuant to the terms of the Plan or otherwise (a "Payment"),
would be subject to the excise tax imposed by Section 4999 of the Internal
Revenue Code of 1986, as amended (the "Code"),or any interest or penalties are
incurred by the Participant with respect to such excise tax (such excise tax,
together with any such interest and penalties, are hereinafter collectively
referred to as the "Excise Tax"), then the Participant shall be entitled to
receive an additional payment (a "Gross-Up Payment") in an amount such that
after payment by the Participant of all taxes (including any interest or
penalties imposed with respect to such taxes), including, without limitation,
any income or payroll taxes and Excise Tax imposed upon the Gross-Up Payment,
the Participant retains an amount of the Gross-Up Payment equal to the Excise
Tax imposed upon the Payments.


                                       11



      (c) Subject to the provisions of Section 7.2(d), H&S shall cause all
determinations required to be made under this Section 7, including whether a
Gross-Up Payment is required and the amount of such Gross-Up Payment and the
assumptions not specified herein to be used in arriving at such determinations,
to be made by H&S' independent auditors immediately prior to the Change in
Control (the "Accounting Firm"). H&S shall cause the Accounting Firm to make
such determination within fifteen business days after request therefor by notice
from the Participant or H&S to such Firm and to the other party hereto. In
making such determination with respect to any matter which is uncertain, H&S
shall cause the Accounting Firm to adopt the position which it believes more
likely than not would be adopted by the Internal Revenue Service. H&S shall
cause the Accounting Firm to provide detailed supporting calculations with
respect to its determination both to H&S and the Participant within such fifteen
business day period. All fees and expenses of the Accounting Firm shall be borne
solely by H&S. In making the determinations required by this Section, the
Accounting Firm may rely on a benefit consultant, selected by it, as to whether
any of the payments or benefits provided for in Article 6 hereof are "reasonable
compensation for personal services actually rendered" within the meaning of
Section 280G(b)(4) of the Code. The Initial Gross-Up Payment, if any, as
determined pursuant to this Section 7.2(c), shall be paid by H&S to the
Participant within five days of the receipt by H&S of the Accounting Firm's
determination. If the Accounting Firm determines that no Excise Tax is payable
by the Participant, H&S shall cause the Accounting Firm to furnish the
Participant with a written opinion that failure to report the Excise Tax on the
Participant's applicable federal income tax return would not result in the
imposition of a negligence or similar penalty. Any determination by the
Accounting Firm shall be final, binding and conclusive upon H&S and the
Participant, except as provided in the following sentences of this Section
7.2(c). As a result of uncertainty in the application of Section 4999 of the
Code at the time of the initial determination by the Accounting Firm hereunder,
it is possible that Gross-Up Payments which will not have been made by H&S
should have been made (an "Underpayment") or that Gross-Up Payments which have
been made by H&S should not have been made (an "Excess Gross-Up Payment"),
consistent with the calculations required to be made hereunder. Either party
hereto can request a redetermination by the Accounting Firm. An Underpayment can
result from a claim by the Internal Revenue Service or from a determination by
the Accounting Firm. In the event that the Internal Revenue Service makes a
claim and H&S exhausts its remedies pursuant to Section 7.2(d) and the
Participant thereafter is required to make a payment of any Excise Tax, H&S
shall cause the Accounting Firm to promptly determine the amount of the
Underpayment that has occurred and any such Underpayment shall be promptly paid
by H&S to or for the benefit of the Participant. An Excess Gross-Up Payment can
result from a determination by the Internal Revenue Service or the Accounting
Firm. If the Accounting Firm makes an Excess Gross-Up Payment determination, H&S
shall cause the Accounting Firm to furnish the Participant with a written
opinion that the basis for its determination would be accepted by the Internal
Revenue Service and that the Participant has a right to a refund of taxes or
credit against taxes with respect to the Excess Gross-Up Payment. The
Participant shall promptly repay to H&S an amount equal to the reduction in
aggregate taxes due by the Participant resulting from such determination by the
Internal Revenue Service or the Accounting Firm, provided that the Participant
shall only be required to repay any portion of such amount that had been paid to
the Internal Revenue Service to the extent that and when the Participant
receives a refund from the Internal Revenue Service (or is entitled and able to
utilize such amount as a credit against other taxes due).


                                       12



      (d) The Participant shall notify H&S in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by H&S
of a Gross-Up Payment. Such notification shall be given as soon as practicable
but no later than ten business days after the Participant is informed in writing
of such claim and shall apprise H&S of the nature of such claim and the date on
which such claim is requested to be paid. The Participant shall not pay such
claim prior to the expiration of the 30-day period following the date on which
the Participant gives such notice to H&S (or such shorter period ending on the
date that any payment of taxes with respect to such claim is due). If H&S
notifies the Participant in writing prior to the expiration of such period that
it desires to contest such claim, the Participant shall:

            (i) Give H&S information reasonably requested by H&S relating to
      such claim,

            (ii) Take such action in connection with contesting such claim as
      H&S shall reasonably request in writing from time to time, including,
      without limitation, accepting legal representation with respect to such
      claim by an attorney reasonably selected by H&S,

            (iii) Cooperate with H&S in good faith in order effectively to
      contest such claim, and

            (iv) Permit H&S to participate in any proceedings relating to such
      claim;

provided, however, that H&S shall bear and pay directly all costs and expenses
(including additional interest and penalties) incurred in connection with such
contest and shall indemnify and hold the Participant harmless, on an after-tax
basis, for any taxes, including, without limitation, any Excise Tax or income
tax, including interest and penalties with respect thereto, imposed as a result
of such representation and payment of costs and expenses. Without limitation on
the foregoing provisions of this Section 7.2(d), H&S shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forego any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct the Participant to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner, and the Participant
agrees to prosecute such contest to a determination before any administrative
tribunal, in a court of initial jurisdiction and in one or more appellate
courts, as H&S shall determine; provided, however, that if H&S directs the
Participant to pay such claim and sue for a refund, H&S shall advance the amount
of such payment to the Participant, on an interest-free basis and shall
indemnify and hold the Participant harmless, on an after-tax basis, from any
taxes, including, without limitation, any Excise Tax or income or payroll taxes,
including interest or penalties with respect thereto, imposed with respect to
such advance or with respect to any imputed income with respect to such advance;
and further provided that any extension of the statute of limitations relating
to payment of taxes for the taxable year of the Participant with respect to
which such contested amount is claimed to be due is limited solely to such
contested amount. Furthermore, H&S' control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and
the Participant shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing
authority.


                                       13



      (e) If, after the receipt by the Participant of an amount advanced by H&S
pursuant to Section 7.2(d), the Participant becomes entitled to receive any
refund with respect to such claim, the Participant shall (subject to H&S'
complying with the requirements of Section 7.2(d)) promptly pay to H&S the
amount of such refund (together with any interest paid or credited thereon after
taxes applicable thereto). If, after the receipt by the Participant of an amount
advanced by H&S pursuant to Section 7.2(d), a determination is made that the
Participant shall not be entitled to any refund with respect to such claim and
H&S does not notify the Participant in writing of its intent to contest such
denial of refund prior to the expiration of 30 days after such determination,
then such advance shall be forgiven and shall not be required to be repaid and
the amount of such advance shall offset, to the extent thereof, the amount of
Gross-Up Payment required to be paid.

      7.3 Limits on Payments By H&S. (a) This Section 7.3 shall apply to a
Participant if and only if so expressly provided in the Participant's
Participation Schedule. In the event that the Participant's Participation
Schedule provides for the application of this Section 7.3 at the election of the
Participant, such election must be made by the Participant as soon as
practicable but in any event no later than ten business days after the
Participant is informed of the Accounting Firm's determination that any payment
or benefit provided for under Article 6 constitutes an "excess parachute
payment" within the meaning of Section 280G(b)(1) of the Code that would be
subject to Excise Tax in accordance with Section 7.3(b) below.

      (b) The payments or benefits provided for in Article 6 hereof shall be
reduced to the extent and only to the extent necessary to avoid any payment or
benefit provided for under Article 6 from constituting an "excess parachute
payment" within the meaning of Section 280G(b)(1) of the Code, that would be
subject to Excise Tax. H&S shall cause the Accounting Firm to determine whether
any such reduction shall be required pursuant to this Section 7.3 and, if any
such reduction is required, to reduce payments or benefits in the order
specified by the Participant to the extent necessary to satisfy the requirements
of the first sentence of this Section. All determinations of the Accounting Firm
shall be binding on H&S and the Participant. H&S shall cause the Accounting Firm
to determine that payments or benefits shall be reduced only to the extent that
it is more likely than not that such payments or benefits, if not reduced, would
be "excess parachute payments" (as referred to above) subject to Excise Tax. In
making the determinations required by this Section, the Accounting Firm may rely
on a benefit consultant, selected by it, as to whether any of the payments or
benefits provided for in Article 6 hereof are "reasonable compensation for
personal services actually rendered" within the meaning of Section 280G(b)(4).
H&S hereby agrees to pay all fees and expenses of the Accounting Firm and shall
indemnify and hold the Accounting Firm harmless from any and all cost, expense,
liability or damage arising out of any determinations made by the Accounting
Firm pursuant to this Section.

      7.4 Indemnification. H&S shall indemnify the Participant and hold the
Participant harmless from and against any claim, loss or cause of action arising
from or out of the Participant's performance as an officer, director or employee
of the Company or any of its subsidiaries or in any other capacity, including
any fiduciary capacity, in which the Participant serves at the request of H&S to
the maximum extent permitted by applicable law and H&S' Certificate of
Incorporation and By-Laws (the "Governing Documents"), provided that in no event
shall the protection afforded to the Participant hereunder be less than that
afforded under the Governing Documents as in effect immediately prior to the
Change in Control.


                                       14



Article 8. Withholding Taxes

      H&S may withhold from all payments due to a Participant (or his or her
beneficiary or estate) hereunder all taxes which, by applicable federal, state,
local or other law, H&S is required to withhold therefrom.

Article 9. H&S' Payment Obligation; No Mitigation

      9.1 Payment Obligations are Absolute. H&S' obligation to a Participant to
make the payments and the arrangements provided for herein shall be absolute and
unconditional, and shall not be affected by any circumstances, including,
without limitation, any offset, counterclaim, recoupment, defense, or other
right which H&S may have against the Participant or anyone else, except to the
extent so provided in Section 6.1(c) and Article 7, if applicable. All amounts
payable by H&S hereunder shall be paid without notice or demand. Each and every
payment made hereunder by H&S shall be final, and H&S shall not seek to recover
all or any part of such payment from Participants or from whomsoever may be
entitled thereto.

      Participants shall not be obligated to seek other employment or take other
action by way of mitigation of the amounts payable or arrangements made under
any provision of the Plan, and the obtaining of any such other employment shall
in no event effect any reduction of H&S' obligations to make the payments and
arrangements required to be made under the Plan, except to the extent expressly
provided in Section 6.1(c).

      9.2 Contractual Rights to Benefits. The Plan, together with a
Participation Schedule, establishes and vests in each Participant a contractual
right to the benefits to which he is entitled hereunder.

Article 10. Successors and Assignment

      10.1 Successors to H&S. H&S will require any successor (whether direct or
indirect, by purchase, merger, consolidation, or otherwise) of all or
substantially all of the business and/or assets of H&S to expressly assume and
agree to perform H&S' obligations under the Plan. Failure of H&S to obtain such
assumption and agreement prior to the effective date of any such succession
shall be a breach of the Plan and shall entitle the Participants to resign for
Good Reason.

      10.2 Assignment by the Participant. The Plan shall inure to the benefit of
and be enforceable by the Participant and each Participant's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees, and legatees. If a Participant dies while any amount would still be
payable to the Participant hereunder had the Participant continued to live, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of the Plan, to the Participant's Beneficiary. If the Participant has
not named a Beneficiary, then such amounts shall be paid to the Participant's
devisee, legatee, or other designee, or if there is no such designee, to the
Participant's estate.


                                       15



Article 11. Covenant Not to Compete; Covenant Not to Solicit.

      (a) As a condition to participation, a Participant shall agree within
thirty (30) days after the date of the Participant's Participation Schedule:

            (i) for one (1) year after the Participant's Termination Date, the
            Participant shall not work on the account of any client of the
            Company with whom such Participant had a direct relationship or as
            to which the Participant had a significant supervisory
            responsibility or otherwise was significantly involved at any time
            during the two (2) years prior to such termination;

            (ii) for one (1) year after the Participant's Termination Date, the
            Participant will not hire, solicit for hire, or assist any other
            person in soliciting or hiring any employment candidate with whom
            the Participant has had contact while at the Company during the two
            (2) years prior to such termination;

            (iii) for six (6) months after the Participant's Termination Date,
            with respect to the Participant whose principal responsibilities are
            of a corporate nature or for a corporate department (e.g., finance,
            tax, treasury, legal, business affairs, etc.) and do not principally
            involve client service related functions, such Participant shall not
            work for or provide services to a principal competitor of the
            Company in a substantially similar corporate function as such
            Participant held with the Company during the two-year period prior
            to the Participant's Termination Date, or with respect to the
            Participant whose principal responsibilities are of a client service
            related nature (e.g., executive recruiting or search, etc.), such
            Participant shall not work for or provide services to a competitor
            of the Company on the account of any substantial competitor of any
            client of the Company for which such Participant had substantial
            responsibility during the two-year period prior to the Termination
            Date and shall not work directly for such a competitor of such a
            client; and

            (iv) for one (1) year after the Participant's Termination Date, the
            Participant may not directly or indirectly solicit or hire, or
            assist any other person in soliciting or hiring, any employee of the
            Company (as of the Participant's Termination Date) or any person
            who, as of the Participant's Termination Date, was in the process of
            being recruited by the Company or induce any such employee to
            terminate his or her or her employment with the Company.

      (b) The Restrictive Covenants are in addition to any rights H&S may have
in law or at equity or under any other agreement.

      (c) As a condition to participation, a Participant shall further agree
that it is impossible to measure in money the damages which will accrue to H&S
in the event the Participant breaches the Restrictive Covenants. Therefore, if
H&S shall institute any action or proceeding to enforce the provisions hereof,
the Participant shall agree to waive the claim or defense that H&S has an
adequate remedy at law and the Participant shall agree not to assert in any such
action or proceeding the claim or defense that H&S has an adequate remedy at
law. The foregoing shall


                                       16



not prejudice H&S' right to require the Participant to account for and pay over
to H&S any profit obtained by the Participant as a result of any transaction
constituting a breach of the Restrictive Covenants.

Article 12. Arbitration of Disputes

      (a) Any disagreement, dispute, controversy or claim arising out of or
relating to the Plan or the interpretation or validity hereof shall be settled
exclusively and finally by binding arbitration. It is specifically understood
and agreed that any disagreement, dispute or controversy which cannot be
resolved between the parties, including without limitation any matter relating
to the interpretation of the Plan, shall be submitted to arbitration
irrespective of the magnitude thereof, the amount in controversy or whether such
disagreement, dispute or controversy would otherwise be considered justifiable
or ripe for resolution by a court or arbitral tribunal.

      (b) The arbitration shall be conducted in accordance with the Commercial
Arbitration Rules (the "Arbitration Rules") of the American Arbitration
Association (the "AAA"), except as otherwise provided below.

      (c) The arbitral tribunal shall consist of one arbitrator. The parties to
the arbitration jointly shall directly appoint such arbitrator within 30 days of
initiation of the arbitration. If the parties shall fail to appoint such
arbitrator as provided above, such arbitrator shall be appointed in accordance
with the Arbitration Rules of the AAA and shall be a person who (i) maintains
his or her or her principal place of business within 30 miles of the location of
the arbitration as set forth in subparagraph (d) of this Article 12 and (ii) has
had substantial experience in mergers and acquisitions. H&S shall pay all of the
fees, if any, and expenses of such arbitrator.

      (d) The arbitration shall be conducted within 30 miles of the
Participant's principal work location, or in such other city in the United
States of America as the parties to the dispute may designate by mutual written
consent.

      (e) At any oral hearing of evidence in connection with the arbitration,
each party thereto or its legal counsel shall have the right to examine its
witnesses and to cross-examine the witnesses of any opposing party. No evidence
of any witness shall be presented unless the opposing party or parties shall
have the opportunity to cross-examine such witness, except as the parties to the
dispute otherwise agree in writing.

      (f) Any decision or award of the arbitral tribunal shall be final and
binding upon the parties to the arbitration proceeding. The parties hereto
hereby waive to the extent permitted by law any rights to appeal or to seek
review of such award by any court or tribunal. The parties hereto agree that the
arbitral award may be enforced against the parties to the arbitration proceeding
or their assets wherever they may be found and that a judgment upon the arbitral
award may be entered in any court having jurisdiction.

      (g) Nothing herein contained shall be deemed to give the arbitral tribunal
any authority, power, or right to alter, change, amend, modify, add to, or
subtract from any of the provisions of the Plan.


                                       17



Article 13. Legal Fees

      H&S agrees to pay, to the full extent permitted by law, on a quarterly
basis, all legal fees and expenses which a Participant may reasonably incur as a
result of any contest in which there is a reasonable basis for the claims or
defenses asserted by the Participant and such claims and defenses are asserted
by the Participant in good faith (regardless of the outcome thereof) regarding
the validity or enforceability of, or liability under, any provision of the Plan
(including as a result of any contest by the Participant about the amount of any
payment pursuant to Article 6); provided, however, that H&S shall not be
obligated to pay any such fees and expenses, and the Participant shall be
obligated to return any such fees and expenses that were advanced plus simple
interest on such amount from the date of advancement at the 90-day US Treasury
Bill rate as in effect from time to time, compounded annually, if the arbitrator
(as provided in Article 12) determines that the Participant was terminated for
Cause or that the Participant did not have a good faith basis to assert the
claim in question.

Article 14. Trusts; Unfunded Status of Plan

      14.1 Unfunded Status of Plan. The Plan is intended to constitute an
"unfunded" plan and Participants shall have no claim against the Company or its
assets other than as unsecured general creditors. Notwithstanding the foregoing,
H&S may establish a trust or purchase other property to assist it in meeting its
obligations hereunder as set forth in Section 14.2 below; provided, however,
that in no event shall any Participant have any interest in such trust or
property other than as an unsecured general creditor.

      14.2 Creation of Trusts. The Board may, in its discretion, authorize the
creation of one or more trusts (including sub-accounts under such trust(s)), and
deposit therein amounts of cash, stock, or other property not exceeding the
amount of H&S' obligations with respect to the Plan, or make other arrangements
to meet H&S' obligations under the Plan, which trusts or other arrangements
shall be consistent with the "unfunded" status of the Plan.

Article 15. Miscellaneous

      15.1. Employment Status. Except as may be provided under any other
agreement between a Participant and the Company, the employment of the
Participant by the Company is "at will." The Plan does not constitute a contract
of employment or impose on the Company any obligation to retain the Participant
as an employee, to change the status of the Participant's employment, or to
change the policies of the Company regarding termination of employment.

      15.2. Beneficiaries. Each Participant may designate one or more persons or
entities as the primary and/or contingent Beneficiaries of any amounts owing to
the Participant under the Plan. Such designation must be in the form of a signed
writing acceptable to the Board. Participants may make or change such
designations at any time.

      15.3. Number. Except where otherwise indicated by the context, the plural
shall include the singular, and the singular shall include the plural.


                                       18



      15.4. Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included. Further, the captions
of the Plan are not part of the provisions hereof and shall have no force and
effect.

      15.5. Modification. The Board may amend or modify the Plan; provided,
however, than no provision of the Plan may be amended or modified in a manner
adverse to a Participant unless such amendment or modification is agreed to in
writing by such affected Participant.

      15.6. Applicable Law. To the extent not preempted by the laws of the
United States, the laws of the State of Illinois shall be the controlling law in
all matters relating to the Plan.

      15.7 Notice. All notices and other communications required or permitted
hereunder shall be in writing and shall be deemed to have been duly given when
delivered or five (5) days after deposit in the United States mail, certified
and return receipt requested, postage prepaid, addressed as follows:

            If to H&S:

                   Heidrick & Struggles International, Inc.
                   245 Park Avenue
                   New York, NY 10167
                   Attention: General Counsel

            If to a Participant, to the Participant's address as indicated on
            the Participant's Participation Schedule,

or to such other address as either party may have provided to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

      15.8 Joint and Several Obligation. If the Participant is employed during
the Protected Period by one or more entities that form part of the Company,
whether or not such Participant is also employed by H&S during the Protected
Period, each such entity shall be jointly and severally liable together with H&S
for the obligations of H&S to the Participant hereunder.

      15.9 Effective Date. The effective date of this Plan is December 12, 2001.


                                       19