Second Amendment to Employment Agreement between the Company & Paul Reilly



 Exhibit 10.13 
  
  
 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

 This SECOND AMENDMENT (this “Amendment”) TO THE EMPLOYMENT AGREEMENT dated as of May 24, 2001, as amended as of December 1, 2001
(the “Agreement”) is made and entered into as of July 1, 2003, by and between KORN/FERRY INTERNATIONAL, a Delaware corporation with its principal offices in Los Angeles, California (the “Company”), and PAUL C. REILLY, an
individual (the “Executive”). 
  
 A.     Amendment to Term of Employment.     Section 2 is hereby amended and restated to read in its entirety as follows: 
  
  
 Term of Employment.
    Executive’s employment under this Agreement will begin on June 30, 2001 and will continue for 
  
 an initial term ending June 30, 2006 (the “Initial Term”). At the end of the Initial Term, this Agreement will be 
  
 automatically renewed for successive three-year periods, until the first June
30th following the date on which Executive 
  
 reaches age 65, at
which time the term will expire, provided, however, that either the Company or the Executive may 
  
 terminate this Agreement at the end of the Initial Term or any subsequent three-year extension to the Initial Term by 
  
 delivering to the other party at least 60 days’ prior written notice of
its election not to renew this Agreement. (In this 
  
 Agreement,
the delivery of such a notice shall be referred to as a “failure to renew” the Agreement.). 
  
  
 B.     No Other Modification.     Except as specifically modified herein, the
remaining terms and provisions of the Agreement shall be and remain in full force and effect in accordance with their terms. Any reference in the Agreement pertaining to any time from and after the effective date of this Amendment shall be deemed a
reference to the Agreement as modified and amended hereby. 
  
 C.     Entire Agreement.     This Amendment contains the entire understanding and agreement between the parties concerning the subject matter hereof and supersedes all prior agreements,
understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect thereto. 
  
 D.     Counterparts.     This Amendment may be executed in two or more counterparts with the same effect as
if all parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument. 







 IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.

  

	 The Company:
	  	KORN/FERRY INTERNATIONAL
	 	  	 
		
	 	  	By:
                                        
                                        
                                    
		
	 	  	Its:
                                        
                                        
                                    
		
	 	  	By:
                                        
                                        
                                    
	 	  	        Charles D. Miller,
	 	  	        Chair of the Compensation Committee
		
	 Executive:
	  	 
	 	  	                                       
                                        
                                        
      
 PAUL C. REILLY