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                                                                   EXHIBIT 10.1

                         OUTSIDE DIRECTORS' OPTION PLAN
                                       OF
                         ROBERT HALF INTERNATIONAL INC.
               (AS AMENDED AND RESTATED EFFECTIVE JUNE 12, 2000)

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

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

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

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

          BOARD means the Board of Directors of the Company.

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

          (a)  Any person or group (as such terms are defined in Section
13(d)(3) of the Exchange Act), other than an employee benefit plan sponsored
by the Company or a subsidiary thereof or a corporation owned (directly or
indirectly), by the stockholders of the Company in substantially the same
proportions of the ownership of stock of the Company, shall become the
beneficial owner of securities of the Company representing 20% or more, or
commences a tender or exchange offer following the successful consummation of
which the offerer and its affiliates would beneficially own securities
representing 20% or more, of the combined voting power of then outstanding
securities ordinarily (and apart from rights accruing in special
circumstances) having the right to vote in the election of directors, as a
result of a tender or exchange offer, open market purchases, privately
negotiated purchases or otherwise; PROVIDED, HOWEVER, that a Change in
Control shall not be deemed to include the acquisition by any such person or
group of securities representing 20% or more of the Company if such party has
acquired such securities not with the purpose nor with the effect of changing
or influencing the control of the Company, nor in connection with or as a
participant in any transaction having such purposes or effect, including,
without limitation, not in connection with such party (i) making any public
announcement with respect to the voting of such shares at any meeting to
consider a merger, consolidation, sale of substantial assets or other
business combination or extraordinary transaction involving the Company, (ii)
making, or in any way participating in, any "solicitation" of "proxies" (as
such terms are defined or used in Regulation 14A under the Exchange Act) to
vote any voting securities of the Company (including, without limitation, any
such solicitation subject to Rule 14a-11 under the Exchange Act) or seeking
to advise or influence any party with respect to the voting of any voting
securities of the Company, directly or indirectly, relating to a merger or
other business combination involving the Company or the sale or transfer of
substantial assets of the Company, (iii) forming, joining or in any way
participating in any "group" within the meaning of Section 13(d)(3) of the
Exchange Act with respect to any voting securities of the Company, directly
or indirectly, relating to a merger or other business combination involving
the Company or the sale or transfer of any substantial assets of the Company,
or (iv) otherwise acting, alone or in concert with others, to seek control of
the Company or to seek to control or influence the management or policies of
the Company.

          (b)  The stockholders of the Company shall approve any plan or
proposal for the liquidation or dissolution of the Company.

          (c)  A change in the composition of the Board of Directors of the
Company occurring within a two-year period, as a result of which fewer than a
majority of the directors are Incumbent Directors. "Incumbent Directors"
shall mean directors who either (i) are directors of the Company as of the
date hereof, or (ii) are elected, or nominated for election, to the Board of
Directors of the Company with the affirmative votes of at least a majority of
the Incumbent Directors at the time of such election or nomination (but shall
not include an individual whose election or nomination is in connection with
an actual or threatened proxy contest relating to the election of directors
to the Company). As a result of or in connection with any cash tender offer,
merger, or other business combination, sale of assets or contested election,
or combination of the foregoing, the persons who were directors of the
Company just prior to such event shall cease within one year to constitute a
majority of the Board.

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

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

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

               COMPANY means Robert Half International Inc.

               DIRECTOR means a member of the Board.

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

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

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

               NEW OPTION means an Option granted on or after January 1, 1999.

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

               OLD OPTION means an Option granted before January 1, 1999.

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

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

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

               PLAN means the Outside Directors' Option Plan.

               RETIREMENT AGE  means, with respect to any Optionee, the later
    to occur of (i) the 7th anniversary of Optionee's first day of service
    with the Company as a Director and (ii) Optionee's 55th birthday.

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

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

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

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

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

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

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

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

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

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    5.  TERMS AND CONDITIONS OF OPTIONS.

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

           5.1.1.  GRANT  ON EFFECTIVE DATE.   Upon the  effective date of  this
       Plan,  an Option  for 60,000  shares of  Stock shall  be granted  to each
       Eligible Director who shall not previously have been granted an option by
       the Company for the purchase of shares of Stock.

           5.1.2.  SUBSEQUENT GRANTS.  On the date of each Annual Organizational
       Meeting subsequent to the effective date of this Plan, an Option shall be
       granted to each Eligible Director. With respect to any Eligible  Director
       who,  prior to such  date, shall not  have been granted  an option by the
       Company, whether pursuant to this Plan  or any other plan or  arrangement
       with  the  Company,  the Option  shall  be  for 30,000  shares  of Stock.
       Otherwise, the Option shall be for 24,000 shares of Stock.

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

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

        5.4.  OPTION EXERCISE.

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

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

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

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

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

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

           5.7.1.   PROMISSORY NOTE.  An Option  may be exercised by delivery of
       the Optionee's full recourse  promissory note for any  portion or all  of
       the aggregate exercise price of the Stock as to which the Option is being
       exercised.  Such note  shall (a) bear  interest at the  lowest rate which
       will not  result  in interest  being  imputed pursuant  to  the  Internal
       Revenue Code, (b) mature four years after the date of exercise and (c) be
       on  such other terms as determined  by the Administrator. Such promissory
       note shall  be secured  by a  security interest  in the  Stock  purchased
       pursuant  to  the  Option  and  in such  other  manner,  if  any,  as the
       Administrator shall approve.

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

        5.8.  ADJUSTMENTS.

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

          5.8.2.   CHANGE OF CONTROL.  In the event of a Change of Control,
       all Options shall vest immediately, and each New Option then held by
       the Director shall remain outstanding until the earlier of its exercise
       or its original option term (as defined in Section 5.3).

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

        5.10.   TERMINATION.

          5.10.1.   DEATH OR DISABILITY.   If an Optionee ceases to be a
       Director by reason of death or Disability, then (a) each unvested New
       Option then held by the Director shall immediately vest and (b) each
       New Option then held by the Director shall remain outstanding until the
       earlier of its exercise or its original option term (as defined in
       Section 5.3.). "Disability" shall mean (a) a physical or mental
       condition which, in the judgment of the Administrator based on
       competent medical evidence satisfactory to the Administrator
       (including, if required by the Administrator, medical evidence obtained
       by an examination conducted by a physician selected by the
       Administrator), renders Optionee unable to engage in any substantial
       gainful activity and which condition is likely to result in death or to
       be of long, continued and indefinite duration, or (b) a judicial
       declaration of incompetence.

          5.10.2.   OTHER TERMINATION PRIOR TO RETIREMENT AGE.   If an
       Optionee's Termination Date shall occur prior to Optionee's Retirement
       Age, other than by reason of death or Disability, the vested portion of
       any then outstanding Option held by such Optionee shall, unless
       otherwise provided by Section 5.8.2., remain outstanding and exercisable
       through and including the 30th day following the Termination Date. The
       unvested portion of any then outstanding Option held by such Optionee
       shall expire on the Termination Date.

             5.10.3.   OTHER TERMINATION ON OR AFTER RETIREMENT AGE.   If an
       Optionee's Termination Date shall occur on or after Optionee's
       Retirement Age, the vested portion of any then outstanding Old Option
       held by such Optionee shall, unless otherwise provided by Section
       5.8.2., remain outstanding and exercisable through and including the
       30th day following the Termination Date. The unvested portion of any
       then outstanding Old Option held by such Optionee shall expire on the
       Termination Date.

             5.10.4.   EXTENSION OF POST TERMINATION EXERCISE PERIOD.   If
       exercise of an Option during the 30 day period following the
       Termination Date specified in Sections 5.10.2. and 5.10.3. above would
       subject the Optionee to liability under Section 16(b) of the Exchange
       Act by reason of a Stock transaction by Optionee prior to the
       Termination Date, such 30 day period shall not begin to run until six
       months following the last such Stock transaction.

             5.10.5.  MAY 1999 OPTIONS.  Notwithstanding anything to the
       contrary  in  Sections 5.10.2 or 5.10.3 hereof, each option granted in
       May 1999 pursuant to Section 5.1.2 shall remain outstanding until the
       earlier of its exercise or its original option term (as defined in
       Section 5.3).



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

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

    8.  RIGHTS.

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

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

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

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

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

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than to comport with the changes in the Code or the rules thereunder. Subject to
the foregoing, the Administrator  shall have the power  to make such changes  in
the  regulations and administrative provisions hereunder, or in any Option (with
the Optionee's  consent),  as  in  the  opinion  of  the  Administrator  may  be
appropriate from time to time.

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

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

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

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