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                                                                   EXHIBIT 10.2

                         ROBERT HALF INTERNATIONAL INC.
                                 STOCKPLUS PLAN
               (AS AMENDED AND RESTATED EFFECTIVE JUNE 12, 2000)

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

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

        (a) "COMMON STOCK" or "STOCK" means  RHII Common Stock, par value  $.001
    per share.

        (b) "ADMINISTRATOR"   means  the   Board  of  Directors  of  RHII  or  a
    committee of the Board, the composition and the size of  which  shall  cause
    such  committee  to  satisfy the requirements of Rule 16b-3 of the  Exchange
    Act with respect to officers and directors.

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

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

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

        (f) "GRANT DATE" means the date an Option is granted under the Plan.

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

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

        (i) "OPTIONEE"  means  an  eligible  employee of  the  Company  who  has
    received a Stock Option granted under the Plan.

        (j)     "RHII"  means   Robert  Half  International   Inc.,  a  Delaware
    corporation.

    3.  ADMINISTRATION.   The Plan shall be  administered by the  Administrator,
which  shall have full power and authority  to administer and interpret the Plan
and to adopt such rules, regulations, agreements, guidelines and instruments for
the  administration  of  the  Plan  as  the  Administrator  deems  necessary  or
advisable.  The Administrator's powers include, but  are not limited to (subject
to the  specific  limitations  described herein),  authority  to  determine  the
employees to be granted Options

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under the Plan, determine the size and applicable terms and conditions of grants
to  be made to such  employees, determine the time  when Options will be granted
and authorize grants to eligible employees.  Any guidelines that may be  adopted
from  time to time by the Administrator shall  be advisory only and shall not be
binding upon the Administrator.

    The Administrator's interpretations of the  Plan, and all actions taken  and
determinations  made by the Administrator concerning any matter arising under or
with respect  to the  Plan or  any Options  granted hereunder,  shall be  final,
binding and conclusive on all interested parties. The Administrator may delegate
ministerial functions hereunder, such delegation to be subject to such terms and
conditions   as  the  Administrator  in  its  discretion  shall  determine.  The
Administrator may as to all questions  of accounting rely conclusively upon  any
determinations made by the independent public accountants of the Company.

    4.    STOCK AVAILABLE  FOR OPTIONS.   The  shares that  may be  delivered or
purchased under the Plan  shall not exceed an  aggregate of 20,070,000 shares of
Common  Stock, subject to any adjustments which  may be made pursuant to Section
11 hereof. Shares of Stock used for purposes of the Plan may be either shares of
authorized but unissued Common Stock or  treasury shares or both. Stock  covered
by  Options which  have terminated  or expired  prior to  exercise or  have been
surrendered or cancelled shall be available for further option hereunder.

    5.  ELIGIBILITY.  All those employees of the Company as shall be  determined
from  time to time by the Administrator  shall be eligible to participate in the
Plan, provided,  however,  that  no  employee may  be  granted  Options  in  the
aggregate  which would result  in that employee  receiving more than  10% of the
maximum number of  shares available  for issuance  under the  Plan. However,  no
individual  who is  subject to Section  16 of  the Exchange Act  with respect to
transactions in the Company's securities may be granted an option subsequent  to
November 1, 1995.

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

        (a)  PRICE.   The Option Price shall be determined by the  Administrator
    in its sole discretion.

        (b)   TERM AND EXERCISE  DATES.  Options granted  hereunder shall have a
    term of no  longer than  ten years  from the Grant  Date. A grant of Options
    may become exercisable in installments; provided,  however, that  no  Option
    shall become exercisable until six months following the Grant Date  of  such
    Option.  However, Stock  Options must be exercised for full shares of Common
    Stock. To the  extent that Stock Options are not  exercised when they become
    initially exercisable,  they  shall  be  carried  forward and be exercisable
    until the expiration of the term of  such  Stock  Options,  subject  to  the
    provisions of Section 6(e) hereof. An option granted after November 1, 1995,
    to an eligible employee pursuant to this Plan shall automatically expire if,
    within  six  months  after  its grant, the recipient of such option  becomes
    subject to  Section  16 of the  Exchange  Act  with  respect to transactions
    in the Company's securities.

        (c)  EXERCISE  OF OPTION.   To exercise  an Option,  the holder  thereof
    shall  give notice  of his  or her exercise  to the  Company, specifying the
    number of  shares  of Common  Stock  to  be purchased  and  identifying  the
    specific   Options  that  are  being  exercised.   From  time  to  time  the
    Administrator may establish procedures relating to effecting such exercises.
    No fractional shares shall be issued as a result of exercising an Option. An
    Option is exercisable during an Optionee's lifetime only by the Optionee  or
    Optionee's guardian or legal representative.

        (d)   PAYMENT  OF OPTION  PRICE.  The  purchase price  for Options being
    exercised must be paid in full at time of exercise. Payment shall be by cash
    or check.

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    In  addition, in order to enable the Company to meet any applicable foreign,
    federal (including FICA), state and  local withholding tax requirements,  an
    Optionee  shall also be required to pay the amount of tax to be withheld. No
    share of stock will be delivered to any Optionee until all such amounts have
    been paid.  In the  event that  withholding taxes  are not  paid within  the
    specified time period, to the extent permitted by law the Company shall have
    the  right, but not  the obligation, to  cause such withholding  taxes to be
    satisfied by  reducing the  number  of shares  of  stock deliverable  or  by
    offsetting  such withholding  taxes against  amounts otherwise  due from the
    Company to the Optionee. If withholding  taxes are paid by reduction of  the
    number of shares deliverable to Optionee, such shares shall be valued at the
    Fair Market Value as of the date of exercise.

        (e)   EFFECT OF TERMINATION OF EMPLOYMENT.  All Options then held by the
    Optionee which are exercisable at the date of termination shall continue  to
    be  exercisable by the Optionee, or, if applicable, Optionee's estate, until
    the earlier of 30 days after such date or the expiration of such Options  in
    accordance  with  their  terms,  unless  the  Administrator  shall determine
    otherwise.  All  Options  which  are  not  exercisable  at  such  date shall
    automatically  terminate and lapse, unless the Administrator shall determine
    otherwise.  Notwithstanding  the  foregoing, if exercise of an Option during
    the  30-day  period   described in the  previous sentence would  subject the
    Optionee  to  liability  under  Section  16 of the Exchange Act, such Option
    shall be exercisable until the earliest  of (a) its normal termination  date
    and  (b) seven  months after  the last  transaction in  Common Stock  by the
    Optionee prior to termination.

        (f)  MISCONDUCT.  In the event that the Administrator determines in good
    faith that an  Optionee has (i)  used for profit,  or materially harmed  the
    Company  by disclosing to unauthorized  persons, confidential information or
    trade secrets of the Company, (ii) materially breached any contract with, or
    materially violated  any  fiduciary obligation  to,  the Company,  or  (iii)
    engaged  in unlawful trading in the securities of RHII or of another company
    based on  nonpublic  information  gained  as a  result  of  that  Optionee's
    employment  with the Company, then, effective as  of the date notice of such
    misconduct is  given by  the Administrator  to the  Optionee, that  Optionee
    shall  forfeit all rights to any  unexercised Options granted under the Plan
    and all of that Optionee's outstanding Options shall automatically terminate
    and lapse, unless the Administrator shall determine otherwise.

        (g)  NONTRANSFERABILITY OF OPTIONS.  During an Optionee's lifetime,  his
    or  her Options shall not be transferrable  and shall only be exercisable by
    the Optionee and any purported transfer shall be null and void. Options  are
    not transferable except by will or by the laws of descent and distribution.

    7.    AMENDMENT.   The Administrator  may,  at any  time, amend,  suspend or
terminate the Plan,  in whole or  in part,  provided that no  such action  shall
adversely   affect  any  rights  or  obligations  with  respect  to  any  grants
theretofore made hereunder. The Administrator may amend the terms and conditions
of outstanding Options, provided, however, that  (i) no such amendment shall  be
adverse  to the holders of the Options,  (ii) no such amendment shall extend the
term of an Option, and (iii) the amended terms of the Option would be  permitted
under this Plan.

    8.   FOREIGN  EMPLOYEES.  Without  amending the Plan,  the Administrator may
grant Options to eligible employees who are foreign nationals on such terms  and
conditions different from those specified in this Plan as may in the judgment of
the Administrator be necessary or desirable to foster and promote achievement of
the purposes of the Plan, and, in furtherance of such purposes the Administrator
may  make such modifications,  amendments, procedures, subplans  and the like as
may be  necessary  or advisable  to  comply with  provisions  of laws  in  other
countries in which the Company operates or has employees.

    9.  REGISTRATION, LISTING AND QUALIFICATION OF SHARES.  Each Option shall be
subject to the requirement that if at any time the Administrator shall determine
that  the registration, listing  or qualification of  the shares covered thereby
upon any securities exchange or under any foreign, federal, state or local  law,
or  the consent or approval of any governmental regulatory body, is necessary or

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desirable as a condition of, or in connection with, the granting of such  Option
or the purchase of shares thereunder, no such Option may be exercised unless and
until  such registration, listing, qualification, consent or approval shall have
been  effected  or  obtained  free  of  any  condition  not  acceptable  to  the
Administrator.  Any person exercising an  Option shall make such representations
and agreements and furnish such information as the Administrator may request  to
assure compliance with the foregoing or any other applicable legal requirements.
RHII  shall use its reasonable best efforts  to cause shares issued hereunder to
be registered under the Securities Act of 1933, as amended.

    10.  BUY OUT  OF OPTION GAINS.   The Administrator shall  have the right  to
elect,  in its  sole discretion  and without the  consent of  the holder thereof
(subject to the  last sentence  of this  paragraph), to  cancel the  exercisable
portion  of any  Option and pay  to the Optionee  the excess of  the Fair Market
Value of the shares  of Common Stock  covered by such  cancelled portion of  the
Option over the Option Price of such cancelled portion of the Option at the date
the  Administrator  provides  written  notice  (the  "Buy  Out  Notice")  of its
intention to exercise such right. Buy  outs pursuant to this provision shall  be
effected  by RHII as promptly as possible after  the date of the Buy Out Notice.
Payments of buy out amounts may be made  in cash, in shares of Common Stock,  or
partly in cash and partly in Common Stock, as the Administrator deems advisable.
To  the extent payment is  made in shares of Common  Stock, the number of shares
shall be determined by dividing the amount of the payment to be made by the Fair
Market Value of a share of Common Stock at the date of the Buy Out Notice. In no
event shall RHII be required  to deliver a fractional  share of Common Stock  in
satisfaction  of this buy out provision. Payments  of such buy out amounts shall
be made net of any applicable foreign, federal (including FICA), state and local
withholding taxes. Notwithstanding the foregoing, no buy out may be effected (a)
until at least six months  after the Grant Date of  the subject option, and  (b)
without  the consent of  the Optionee if  the Optionee is  generally required to
file reports pursuant to Section 16(a) of  the Exchange Act with respect to  his
transactions in the Common Stock.

    11.   ADJUSTMENT FOR CHANGE IN  STOCK SUBJECT TO PLAN.   In the event of any
change in the outstanding shares of Common  Stock by reason of any stock  split,
stock dividend, recapitalization, merger, consolidation, combination or exchange
of  shares or other similar corporate  change, such equitable adjustments may be
made in  the  Plan  and  the Options  granted  hereunder  as  the  Administrator
determines  are necessary or appropriate, including, if necessary, an adjustment
in the  number  of  shares and  prices  per  share applicable  to  Options  then
outstanding  and in the number  of shares which are  reserved for issuance under
the Plan. Any such adjustment shall  be conclusive and binding for all  purposes
of the Plan.

    12.   NO RIGHTS TO OPTIONS OR EMPLOYMENT.  No employee or other person shall
have any claim or right  to be granted an Option  under the Plan. Receipt of  an
Option under the Plan shall not give an employee any rights to receive any other
grant  under the Plan.  An Optionee shall have  no rights to  or interest in any
Option except  as  set forth  herein.  Neither the  Plan  nor any  action  taken
hereunder  shall be construed as giving any employee any right to be retained in
the employ of the Company.

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

    14.   OTHER  ACTIONS.   This Plan  shall not  restrict the  authority of the
Administrator or of  RHII, for  proper corporate  purposes, to  grant or  assume
stock  options, other than under the Plan, to or with respect to any employee or
other person.

    15.  COSTS AND  EXPENSES.  Except  as provided in  Section 6(d) hereof  with
respect  to taxes,  the costs  and expenses of  administering the  Plan shall be
borne by  RHII and  shall  not be  charged  to any  grant  nor to  any  employee
receiving a grant.

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

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

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

    19.   EFFECTIVE DATE.  This Plan shall become effective upon adoption by the
Board of Directors of  RHII. 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, (b) by  the rules of the New  York Stock Exchange, if RHII
Common Stock is listed thereon, or (c) by the rules of NASDAQ pertaining to  the
National  Market System, if RHII Common Stock  is quoted thereon, then this Plan
shall be submitted  to the stockholders  of RHII 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.

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