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                                                                    EXHIBIT 4.03

                   HEIDRICK & STRUGGLES INTERNATIONAL, INC.
                   ----------------------------------------

                          RESTRICTED STOCK UNIT PLAN
                          --------------------------

                                   ARTICLE I

                              PURPOSE OF THE PLAN

     The purpose of the Plan is to aid the Company and its Subsidiaries and
Affiliates in rewarding certain individuals who have reached the level of
Partner and/or Director and to motivate such persons to exert their best efforts
on behalf of the Company and its Subsidiaries and Affiliates by providing
incentives through the granting of RSUs.  The Company expects that it will
benefit from the added interest which all Partners and Directors will have in
the welfare of the Company as a result of their proprietary interest in the
Company's success.

                                  ARTICLE II

                                  DEFINITIONS

     The following capitalized terms used in the Plan have the respective
meanings set forth in this Section:

     "Act" shall mean the Securities Exchange Act of 1934, as amended, or any
successor thereto.

     "Administrator" shall mean the person or persons designated to administer
the Plan under Section 5.3.

     "Affiliate" shall mean any entity in which the Company, directly or
indirectly, has at least a five percent ownership interest.

     "Applicable Year" shall mean the calendar year to which RSUs are
attributable and shall generally mean the year preceding the Grant Date unless
the Compensation Committee determines to the contrary.  For example, if a Grant
Date is April 1, 2002, the Applicable Year shall be 2001.

     "Award" shall mean the grant of an RSU pursuant to such terms, conditions,
requirements and limitations as the Board may establish in order to fulfill the
objectives of the Plan.

     "Beneficial Owner" shall mean as such term is defined in Rule 13d-3 under
the Act (or any successor rule thereto).

     "Board" shall mean the Board of Directors of the Company.

     "Bonus" shall mean a compensatory payment to a Participant other than
regular monthly salary payments which is related to the performance of the
Participant (such as fee and/or source of

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business generation, and fulfilling certain management responsibilities) or as
the Compensation Committee designates as subject hereto.

     "Cause" shall mean the: (a) failure to perform duties which is not cured
within thirty (30) days of receiving written notice; (b) conviction or plea of
guilty or no contest to: (i) a felony, or (ii) a crime involving moral
turpitude; or (c) willful malfeasance or misconduct which is materially
injurious to the Company.

     "Change in Control" shall mean the occurrence of any of the following
events:

          (a)  any Person (other than the Company, any trustee or other
     fiduciary holding securities under an employee benefit plan of the Company,
     or any company owned, directly or indirectly, by the stockholders of the
     Company in substantially the same proportions as their ownership of stock
     of the Company), becomes the Beneficial Owner, directly or indirectly, of
     securities of the Company representing more than fifty percent (50%) of the
     combined voting power of the Company's then-outstanding securities;

          (b)  during any period of twenty-four (24) months (not including any
     period prior to the Effective Date), 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 otherwise described herein; (B) a director
     nominated by any Person (including the Company) who publicly announces 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 the
     Company representing ten  percent (10%)or more of the combined voting power
     of the Company's securities) whose election by the Board or nomination for
     election by the Company'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;

          (c)  the stockholders of the Company approve any transaction or series
     of transactions under which the Company is merged or consolidated with any
     other company, other than a merger or consolidation: (A) which would result
     in the voting securities of the Company 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 the Company or such surviving entity or its
     parent corporation outstanding immediately after such merger or
     consolidation; and (B) after which no Person holds more than 50 percent of
     the combined voting power of the then-outstanding securities of the Company
     or such surviving entity or its parent corporation; or


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          (d)  the stockholders of the Company approve a plan of complete
     liquidation of the Company or an agreement for the sale or disposition by
     the Company of all or substantially all of the Company's assets.

     "Code" shall mean the United States Internal Revenue Code of 1986, as
amended, or any successor thereto.

     "Compensation" shall mean the base salary of any Participant, but shall not
include any Bonuses, other forms of special cash payments, contributions to any
form or type of benefit plan, any elective deferrals or other forms of
compensatory payment, unless, the Compensation Committee later determines to
include certain amounts.

     "Compensation Committee" shall mean the compensation committee of the Board
or in the absence thereof, the Board itself.

     "Company" shall mean Heidrick & Struggles International, Inc., a Delaware
corporation.

     "Custodian" shall mean ChaseMellon Shareholder Services, L.L.C., or any
successor custodian thereto as appointed by the Committee from time to time.

     "Director" shall mean all persons holding the internal title of "director"
or "director-elect" under the rules determined by the Company, as well as all
titles which replace such titles, except to the extent that the Compensation
Committee excludes certain persons from participation in the Plan, in which
event such persons that constitute "directors" or "director-elects" of the
Company shall not constitute Directors hereunder.

     "Effective Date" shall mean the date on which the Plan takes effect, as
defined pursuant to Section 9.7.

     "Fair Market Value" shall mean the fair market value of a Share as
determined by the Compensation Committee or under procedures established by the
Compensation Committee. Unless otherwise determined by the Compensation
Committee, the Fair Market Value of a Share as of any given date shall mean: (i)
the arithmetic mean of the high and low prices of the Shares as reported on such
date on the Composite Tape of the principal national securities exchange on
which such Shares are listed or admitted to trading; or (ii) if no Composite
Tape exists for such national securities exchange on such date, then on the
principal national securities exchange on which such Shares are listed or
admitted to trading; or (iii) if the Shares are not listed or admitted on a
national securities exchange, the arithmetic mean of the per Share closing bid
price and per Share closing asked price on such date as quoted on the National
Association of Securities Dealers Automated Quotation System (or such market in
which such prices are regularly quoted). If no sale of Shares shall have been
reported for trades on the date as of which such value is being determined or,
if that day is not a Trading Day, then the latest previous Trading Day on which
sales of Shares have been so reported or quoted shall be used.


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     "Grant Date" shall mean the date set by the Compensation Committee for
issuance of RSUs in each year.

     "Participant" shall mean each Partner and/or Director.

     "Participation Agreement" shall mean that certain agreement each
Participant executes in connection with the grant of RSUs.

     "Partner" shall mean all persons holding the title and position of
"partner" under the rules determined by the Company, as well as all titles or
positions which replace such title or position, except to the extent that the
Compensation Committee excludes certain persons from participation in the Plan,
in which event such persons that constitute "partners" of the Company shall not
constitute Partners hereunder.

     "Person" shall mean as such term is defined in Section 3 of the Act or as
such term is used for purposes of Section 13(d) or Section 14(d) of the Act (or
any successor section thereto).

     "Plan" shall mean the Heidrick & Struggles International, Inc. Restricted
Stock Unit Plan.

     "Regular Vesting Date" shall mean the third anniversary of the Grant Date.

     "Restrictive Covenant" shall mean the provision in the Participation
Agreement for each Participant that restricts the ability of the Participant to
compete with the Company or a Subsidiary or Affiliate or solicit any clients,
customers or employees of the Company or a Subsidiary or Affiliate.

     "RSU" shall mean a right granted hereunder which provides only those
benefits and detriments described herein and does not represent actual ownership
of a Share until the date determined under Section 6.4 hereof.

     "RSU Amount" shall mean, unless the Compensation Committee later changes
the terms hereof, an amount computed for each Participant equal to the lesser
of:

          (i)    ten percent (10%) of the sum of the Participant's Compensation
                 for the Applicable Year, plus the Bonus attributable to such
                 Applicable Year, whether paid in the Applicable Year or the
                 calendar year of the Grant Date; or

          (ii)   fifty percent (50%) of the Bonus, attributable to such
                 Applicable Year, whether paid in the Applicable Year or the
                 calendar year of the Grant Date; or

          (iii)  solely for Participants who are Partners but not Directors,
                 $25,000.


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     Exhibit A attached hereto is an example of the computation of the RSU
Amount.

     "Shares" shall mean shares of common stock, par value $0.01 per Share, of
the Company.

     "Subsidiary" shall mean a subsidiary corporation, as defined in Section
424(f) of the Code (or any successor section thereto).


                                  ARTICLE III

                      RSUs AND SHARES SUBJECT TO THE PLAN

     3.1  RSUs and Shares subject to the Plan. The total number of RSUs and
Shares which may be issued or delivered under the Plan shall be determined by
the Compensation Committee on an annual basis.

     3.2  Source of RSUs and Shares.  The RSUs may be related to and Shares may
consist, in whole or in part, of authorized and unissued Shares or treasury
Shares or Shares which are authorized and issued and have been acquired by or on
behalf of the Company.

                                  ARTICLE IV

                                 PARTICIPANTS

     4.1  Eligibility.  Except as set forth below, each Director and Partner
shall be a Participant. Any employee appointed to become a Director and/or
Partner after the date hereof shall become a Participant at the time such person
assumes the title of Director and/or Partner. For each calendar year of the
Plan, only those persons who were Directors and/or Partners on November 30 of
the Applicable Year shall be eligible to receive a grant of RSUs attributable to
such year.  In addition, the Compensation Committee may determine that certain
Partners and/or Directors, particularly including Partners and/or Directors that
are subject to the terms of Section 162(m) of the Code, shall not be
Participants.

     4.2  Enrollment.  Each Partner and/or Director shall execute a
Participation Agreement as a condition to receiving an Award hereunder.
Enrollment shall be effective on the date the Participation Agreement is
properly completed by a Participant and accepted by the Administrator. No grant
of RSUs shall be effective, valid or enforceable until a fully executed
Participation Agreement is received and accepted by the Administrator.

     4.3  Treatment of Personal Service Companies.  Although all Directors
and/or Partners are individuals, in certain instances, the Company or a
Subsidiary or Affiliate retains one or more personal services companies (each a
"PSC") wholly owned by a Director and/or Partner to provide services, in lieu of
the services being provided directly with such Director and/or Partner. In
addition,


                                      -5-
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in certain circumstances, a Participant shall be an individual who is considered
to be an independent contractor service provider to the Company, rather than an
"employee". For all applicable purposes hereof, all references to an individual
shall be deemed to include PSCs and all provisions shall be interpreted to
include such PSCs, wherever appropriate. In addition, all references to an
employee shall be deemed to include such an independent contractor service
provider, and all references to employment shall be deemed to include the
relationship (whether by written contract or otherwise) with such independent
contractor service providers. For example, references to termination of
employment shall also refer to termination of the agreement (whether written or
oral) between the Company or a Subsidiary or Affiliate and the PSC or
independent contractor service provider.


                                   ARTICLE V

                                ADMINISTRATION

     5.1  General.  The Plan shall be administered by the Compensation
Committee, which shall be comprised of at least two individuals who are each
"non-employee directors" within the meaning of Rule 16b-3 under the Act (or any
successor rule thereto) and "outside directors" within the meaning of Section
162(m) of the Code (or any successor section thereto).

     5.2  Scope of Authority.

          (a)  The Compensation Committee is authorized to interpret the Plan,
     to establish, amend and rescind any rules and regulations relating to the
     Plan, and to make any other determinations that it deems necessary or
     desirable for the administration of the Plan, whether expressly described
     herein or otherwise. The Compensation Committee may determine whether to
     terminate the Plan or suspend its operations for one or more years. The
     Compensation Committee may correct any defect or supply any omission or
     reconcile any inconsistency in the Plan in the manner and to the extent the
     Compensation Committee deems necessary or desirable to further the purpose
     of the Plan or the overall well being of the Company and its Subsidiaries
     and Affiliates.

          (b)  The Compensation Committee shall have the right and power to
     determine the terms of the Participation Agreement for each Participant,
     provided however, the Compensation Committee may set different terms for
     different Participants as to any matter, including, but not limited to,
     extending the vesting periods of the time for receiving Shares or reducing
     or increasing  the RSU Amount (or the formula for computing the RSU
     Amount).  Any decision of the Compensation Committee in the interpretation
     and administration of the Plan, as described herein, shall lie within its
     sole and absolute discretion and shall be final, conclusive and binding on
     all parties concerned, including, but not limited to, Participants and
     their beneficiaries or successors, including any successors to a PSC.


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          (c)  The Compensation Committee and each member thereof, as well as an
     Administrator (if any) appointed under Section 5.3, thereof shall be
     entitled to, in good faith, rely or act upon any report or other
     information furnished to him or her by any executive officer, other officer
     or employee of the Company or any Subsidiary or Affiliate, the Company's
     independent auditors, consultants or any other agents assisting in the
     administration of this Plan. Members of the Compensation Committee or
     Administrator and any officer or employee of the Company or any Subsidiary
     or Affiliate acting at the direction or on behalf of the Compensation
     Committee shall not be personally liable for any action or determination
     taken or made in good faith with respect to the Plan, and shall, to the
     extent permitted by law, be fully indemnified and protected by the Company
     with respect to any such action or determination.

     5.3  Delegation.  The Compensation Committee may, in its discretion,
delegate authority to an Administrator it selects in its sole discretion.  Every
finding, decision and determination made by the Compensation Committee or
Administrator shall, to the full extent permitted by law, be final and binding
upon all parties (except for any reserved right of the Compensation Committee to
review a finding, decision or determination of the Administrator).

     5.4  Costs.  Costs and expenses incurred in the administration and
maintenance of the Plan will be paid by the Company, including annual fees of
the Custodian, any costs of issuing Shares under Section 6.4, and any brokerage
fees and commissions for the purchase of Shares on the market to fulfill the
Company's obligations hereunder.  The foregoing notwithstanding, the Custodian
may impose or pass through a reasonable fee for the withdrawal of Shares in the
form of stock certificates, and reasonable fees for other services unrelated to
the receipt of RSUs or Shares under the Plan, to the extent approved in a
writing by the Company and communicated to Participants. In no circumstance
shall the Company pay any brokerage fees and commissions for the sale of Shares
acquired under the Plan by a Participant.


                                  ARTICLE VI

                                 GRANT OF RSUs
                                 -------------

     6.1  Mandatory Grant of RSUs.  At such time determined by the Compensation
Committee, an amount equal to the RSU Amount for each Participant shall be paid
in the form of RSUs, which RSUs shall be governed by the terms hereof.  No
Participant shall have the right to receive any cash payments related to the RSU
Amount, and shall instead only be eligible to receive the number of RSUs
determined under Section 6.2 hereof.

     6.2  Number of RSUs Granted.  Except as may be modified by the Compensation
Committee, the number of RSUs granted to each Participant in any year shall be
equal to the amount determined pursuant to the following formula:


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          (a)  The RSU Amount for the Participant; divided by

          (b)  Ninety percent (90%) of the Fair Market Value on the Grant Date
     of the particular RSU if a Participant meets the ownership guidelines
     established by the Compensation Committee, or One Hundred percent (100%) of
     the Fair Market Value on the Grant Date of the particular RSU if such
     Participant does not meet such ownership guidelines.

     6.3  Vesting of RSUs.

          (a)  All RSUs shall be unvested upon grant from the Company and shall
     either vest or be forfeited in accordance with the remaining terms of
     Section 6.3.

          (b)  All RSUs which have not previously been forfeited under the terms
     hereof shall vest on the Regular Vesting Date, unless the RSUs otherwise
     vest on an earlier date pursuant to the terms of Section 6.3(c).

          (c)  Notwithstanding the terms of Section 6.3(b) above, all unvested
     RSUs of a Participant which were not previously forfeited will immediately
     vest upon:

               (i)    the death of such Participant;

               (ii)   such Participant's voluntary termination of employment,
                      termination by the Company of such Participant's
                      employment for any reason other than Cause at any time on
                      or after such Participant reaches sixty-five (65) years of
                      age; or

               (iii)  a Change of Control.

          (d)  A Participant's RSUs will be forfeited if:

               (i)    the Company terminates a Participant's employment and/or
                      position as a Partner and/or Director for Cause; or

               (ii)   prior to age sixty-five (65), such Participant voluntarily
                      terminates employment or is terminated by the Company for
                      any reason other than Cause, and before the Regular
                      Vesting Date, the Company determines that the Participant
                      has violated the terms of the Restrictive Covenant.


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     6.4  Effect of vesting.

          (a)  Except to the extent provided in a Participation Agreement, at
     the time a Participant's RSUs vest under the terms of Section 6.3 above,
     each Participant shall receive as full payment for the RSUs, a number of
     Shares equal to the number of RSUs which vested on such date. A Participant
     shall have no right to receive any payments hereunder in a form other than
     Shares.

          (b)  The RSUs granted to each Participant shall be maintained in an
     account with the Custodian for such Participant if and until the RSUs are
     converted into Shares pursuant to this Section 6.4, at which time the
     Shares shall be issued to the Participant.  If RSUs are forfeited, such
     RSUs will be returned to the Company.

     6.5  Characteristics of RSUs.

          (a)  RSUs are not Shares and, owning RSUs, whether vested or unvested,
     shall provide only those rights expressly set forth herein.  A Participant
     is not deemed to be a stockholder in the Company, or have any of the rights
     of a stockholder in the Company due to the ownership of RSUs.

          (b)  A Participant does not have voting rights or any other rights
     inherent to the ownership of Shares, including the rights to dividends, or
     other liquidating or non-liquidating distributions, by virtue of being
     granted RSUs, whether vested or unvested.

          (c)  RSUs are non-transferrable except for transfers:

               (i)   approved by the Company in advance of the transfer,
                     including a transfer to a trust created by the Participant
                     for which the Participant is the trustee so long as the
                     Participant and the trust execute any documents reasonably
                     requested by the Company; and

               (ii)  described in Section 6.5(e).

          (d)  Transfers of an RSU that do not comply with the terms hereof
     shall be void ab initio.

          (e)  Notwithstanding the terms of Section 6.4, upon the death of any
     Participant holding RSUs which vested upon his or her death, or which had
     earlier vested but had not been converted into Shares, the RSUs shall
     immediately convert into Shares and be considered held by Participant on
     his or her death.


                                      -9-
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     6.6  Tax Withholdings and Payments.

          (a)  The Company or any Subsidiary or Affiliate is authorized to
     withhold from any payment to be made to a Participant, including any
     payroll and other payments not related to the Plan and payments from the
     sale of Shares attributable to the Participant's account, amounts of income
     withholding and other taxes due in connection with compensation or any
     other transaction under the Plan, including the receipt of Shares under
     Section 6.4 or disposition of Shares acquired under the Plan, and a
     Participant's enrollment in the Plan will be deemed to constitute his or
     her consent to any withholding method the Company elects to use. At the
     time of issuance or disposition of Shares acquired under the Plan, the
     Company may require the Participant to make other arrangements to meet tax
     withholding obligations as a condition to issuance or distribution of
     Shares or cash from the Participant's account. In addition, a Participant
     is hereby required to advise the Company of sales and other dispositions of
     Shares acquired under the Plan in order to permit the Company to comply
     with tax laws and to claim any tax deductions to which the Company may be
     entitled with respect to the Plan.  A Participant shall hold the Company
     harmless for any damages caused by his or her failure to so comply and for
     any other damages caused by his or her actions or inactions.

          (b)  To the extent permitted by the Compensation Committee, the
     Participant may elect to pay a portion or all of such withholding taxes by
     (a) delivery in Shares or (b) having Shares withheld by the Company from
     any Shares that would have otherwise been received by the Participant.  The
     number of Shares so delivered or withheld shall have an aggregate Fair
     Market Value sufficient to satisfy the applicable withholding taxes.


                                  ARTICLE VII

                        ADJUSTMENTS UPON CERTAIN EVENTS

     Notwithstanding any other provisions in the Plan to the contrary, the
following provisions shall apply to all Awards granted under the Plan:

     7.1  Generally.  In the event of any change in the outstanding Shares after
the Effective Date by reason of any Share dividend or split, reorganization,
recapitalization, merger, consolidation, spin-off, combination or exchange of
Shares or other corporate exchange, or any distribution to stockholders of
Shares other than regular cash dividends, the Compensation Committee in its sole
discretion and without liability to any person may make such substitution or
adjustment, if any, as it deems to be equitable, as to: (i) the number or kind
of RSUs and Shares authorized or issued hereunder, and/or (ii) any other
affected terms of the Plan, the RSUs, or a Participation Agreement, including
the RSU Amount, the number of RSUs granted and the number of Shares issued upon
the vesting of RSUs.


                                      -10-
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     7.2  Change in-Control.  Except as otherwise provided in a Participation
Agreement in the event of a Change in Control, the Compensation Committee in its
sole discretion and without liability to any person may take such actions, if
any, as it deems necessary or desirable with respect to any RSU or right granted
hereunder, including, without limitation: (i) the acceleration of vesting of an
RSU; (ii) the payment of a cash amount in exchange for the cancellation of an
RSU; and/or (iii) the requiring of the issuance of substitute RSUs, rights or
interests in the Company that will substantially preserve the value, rights and
benefits of any affected RSUs or Shares previously granted hereunder as of the
date of the consummation of the Change in Control.  Any such determination by
the Compensation Committee shall be final and binding upon the Company and all
Participants.

                                  ARTICLE VII

                     COMPLIANCE WITH LAWS AND REGULATIONS.


     8.1  The Plan and all RSUs and Shares granted thereunder are subject to all
laws and regulations of any governmental authority which may be applicable
thereto; and, notwithstanding any provisions of this Plan or the RSUs granted, a
Participant shall not be entitled to receive Shares nor shall the Company be
obligated to issue any Shares under the Plan to the Participant if such issuance
shall constitute a violation by the Participant or the Company of any provision
of any such law or regulation.

     8.2  The Company, in its discretion, may postpone the issuance and delivery
of Shares hereunder until completion of any stock exchange listing or
registration or other qualification of such RSUs or Shares under any state or
Federal law, rule, or regulation as the Company may consider appropriate and may
require a Participant to make such representations and furnish such information
as it considers appropriate in connection with the issuance of the RSUs and/or
Shares in compliance with applicable law. Under such circumstances, the Company
shall proceed with reasonable promptness to complete any such listing,
registration or other qualification.

     8.3  Shares issued and delivered hereunder shall be subject to such
restrictions on trading, including appropriate legending of certificates to that
effect as the Company, in its discretion, shall determine necessary to satisfy
applicable legal requirements and obligations.

     8.4  Each Participant shall, at the time the Shares are issued pursuant to
the terms hereof, as a condition to such award or issuance, (i) represent, in
form satisfactory to counsel for the Company, that acquisition of the Shares
hereunder, shall be for investment purposes only; (ii) agree, in form
satisfactory to counsel for the Company, that he will not sell, pledge,
hypothecate or otherwise distribute such Shares or any interest therein unless a
registration statement covering such Shares is in effect under the Securities
Act of 1933, as now or hereafter amended, or unless counsel for the Company has
rendered to the Company an opinion that such sale, pledge, hypothecation or
other distribution may be carried out without registration of such Shares under
said Act; and (iii)


                                      -11-
<PAGE>

agree, in form satisfactory to counsel for the Company, that an appropriate
legend may be placed on the stock certificate or certificates evidencing
ownership of Shares acquired hereunder, which legend shall reflect the
restrictions on disposition contained herein; provided, however, that the
foregoing condition and the representation and agreements called for thereby
with respect to the Shares shall be inoperative and shall expire in the event
that either (A) the Shares are registered under the Securities Act of 1933, as
now or hereafter amended or (B) in the opinion of counsel for the Company, such
condition, representation, and agreements are not necessary under said Act or
any rule or regulation promulgated pursuant thereto.

                                  ARTICLE IX

                                 MISCELLANEOUS

     9.1  No Right to Continued Relationship; No obligation of uniform
treatment.  The granting of an Award under the Plan shall impose no obligation
on the Company or any Subsidiary or Affiliate to continue the employment or
independent contractor relationship or any other relationship between it and any
Participant and shall not lessen or affect the Company's, Subsidiary's or
Affiliates right to terminate its relationship with such Participant.  No
Participant shall have any claim to be granted any Award under the Plan, and
there is no obligation for uniformity of treatment of Participants or any other
Persons.

     9.2  Term.  The issuance of RSUs shall commence with the Bonus attributable
to calendar year 1999 and shall be issued in March 2000. No Award may be granted
under the Plan after the tenth anniversary of the Effective Date, but Awards
theretofore granted may extend beyond that date.

     9.3  Successors and Assigns.  The Plan shall be binding on all successors
and assigns of the Company and a Participant, including without limitation, the
estate of such Participant and the executor, administrator or trustee of such
estate, or any receiver or trustee in bankruptcy or representative of the
Participant's creditors.

     9.4  Amendments or Termination.  The Compensation Committee (or the Board)
may amend, alter or discontinue the Plan, but, if necessary to obtain an
exemption from Section 16 of the Act or Section 162(m) of the Code, no
amendment, alteration or discontinuation shall be made which: (a) without the
approval of the stockholders of the Company, would (except as is provided in
Section 7.1 of the Plan), increase the total number of Shares reserved for the
purposes of the Plan; or (b) without the consent of a Participant, would impair
any of the rights or obligations under any Award theretofore granted to such
Participant under the Plan; provided, however, that the Compensation Committee
may amend the Plan in such manner as it deems necessary to permit the granting
of Awards meeting the requirements of the Code or other applicable laws.
Notwithstanding anything to the contrary herein, the Board may not amend, alter
or discontinue the provisions relating to Section 7.1(b) of the Plan after the
occurrence of a Change in Control.


                                      -12-
<PAGE>

     9.5  International Participants.  With respect to Participants who reside
or work outside the United States of America and who are not (and who are not
expected to be) "covered employees" within the meaning of Section 162(m) of the
Code, the Compensation Committee may, in its sole discretion, amend the terms of
the Plan or Awards with respect to such Participants in order to conform such
terms with the requirements of local law or to retain the incentives
contemplated hereunder.

     9.6  Choice of Law.  The parties agree that this Agreement shall be
governed by and interpreted and construed in accordance with the laws of the
United States and, in particular, those of the State of Illinois without regard
to its conflict of law principles, as Illinois is the situs of the principal
corporate office of the Company.  Furthermore, unless the Company affirmatively
elects in writing to allow the proceeding to be brought (or itself brings) such
a proceeding in a different venue, the parties agree that any suit, action or
proceeding with respect to the Plan or the RSUs shall be brought in the state
courts in Chicago, Illinois or in the U.S. District Court for the Northern
District of Illinois.  The parties hereby accept the exclusive jurisdiction of
those courts for the purpose of any such suit, action or proceeding.  Venue for
any such action, in addition to any other venue required or otherwise mandated
by statute, will be in Chicago, Illinois.  Each party further agrees to waive
any applicable right to a jury trial, and expressly elects to have the matter
heard as a bench trial.

     9.7  Effectiveness of the Plan.  The Plan shall be effective as of March 6,
2000.


                                      -13-
<PAGE>

                                   EXHIBIT A
                                   ---------

                             EXAMPLE OF RSU AMOUNT
                             ---------------------


Assume:
               (i)    Compensation for 2000 of $20,000/month or $240,000/year.
               (ii)   Bonus of $200,000 payable in December 2000, and $85,000
                      payable in March 2001.

RSU Amount: The lesser of

               (i)    10% ($240,000 + $285,000) = $52,500; or

               (ii)   50% ($285,000) = $142,500; or

               (iii)  $25,000, only if the Participant is a Partner, but not a
                      Director.

          = $52,500 if a Director or $25,000 if a Partner