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                                                                   Exhibit 10.08

                            1998 HEIDRICK & STRUGGLES
                        GLOBALSHARE PROGRAM I, AS AMENDED

1.   PURPOSE OF THE PROGRAM

          The purpose of the Program is to aid the Company and its Subsidiaries
and Affiliates in securing and retaining certain individuals who are members of
the Board or employees of the Company, its Subsidiaries and Affiliates and to
motivate such individuals to exert their best efforts on behalf of the Company,
its Subsidiaries and Affiliates by providing incentives through the granting of
Awards. The Company expects that it will benefit from the added interest which
such individuals will have in the welfare of the Company as a result of their
proprietary interest in the Company's success.

2.   DEFINITIONS

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

          (a)     Act: The Securities Exchange Act of 1934, as amended, or any
                  successor thereto.

          (b)     Affiliate: Any entity in which the Company, directly or
                  indirectly, has at least a five percent ownership interest.

          (c)     Award: The grant of an Option, Stock Appreciation Right, Other
                  Stock-Based Award, or Cash Award pursuant to such terms,
                  conditions, requirements and limitations as the Board may
                  establish in order to fulfill the objectives of the Program.

          (d)     Beneficial Owner: As such term is defined in Rule 13d-3 under
                  the Act (or any successor rule thereto).

          (e)     Board: The Board of Directors of the Company.

          (f)     Cash Award: Awards granted pursuant to Section 11 of the
                  Program.

          (g)     Cause: The (i) failure to perform duties which is not cured
                  within thirty (30) days of receiving written notice, (ii)
                  conviction or plea of guilty or no contest to (x) a felony or
                  (y) a crime involving moral turpitude or (iii) willful
                  malfeasance or misconduct which is materially injurious to the
                  Company.

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          (h)     Change in Control: The occurrence of any of the following
                  events:

          (i)     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 30 percent or more of
                  the combined voting power of the Company'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(h)(i), (iii) or (iv) hereof, (B) a director
                  nominated or proposed by any Person who has publicly announced
                  or advised the Company 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 the Company representing 10
                  percent 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;

          (iii)   the consummation of 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 30 percent or more of the combined
                  voting power of the then-outstanding securities of the Company
                  or such surviving entity or its parent corporation);

          (iv)    the consummation of a plan of complete liquidation of the
                  Company or of a sale or disposition by the Company of all or
                  substantially all of the Company's assets; or

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          (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 a Participant by reason of any event which would
          otherwise constitute a Change in Control if, immediately after the
          occurrence of such event, (x) the Company ceases to be subject to the
          requirement to file reports pursuant to Section 13 or Section 15(d) of
          the Act and no more than 50% of the then outstanding shares of common
          stock of the Company or any acquiror or successor to substantially all
          of the business of the Company 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 the
          Company 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 the Company or any
          acquiror or successor to substantially all of the business of the
          Company or (2) 25% or more of the combined voting power of the then
          outstanding voting securities of the Company or any acquiror or
          successor to substantially all of the business of the Company entitled
          to vote generally in the election of directors.

          (i)     Code: The Internal Revenue Code of 1986, as amended, or any
                  successor thereto.

          (j)     Committee: The Compensation Committee of the Board.

          (k)     Company: Heidrick & Struggles International, Inc. a Delaware
                  corporation, and any successor thereto.

          (l)     Disability: (i) A physical or mental condition entitling the
                  Company to terminate the Participant's 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 or any Subsidiary or
                  Affiliate.

          (m)     Deferred Compensation Plan: The Heidrick & Struggles
                  International, Inc. Deferred Compensation Plan, as it may be
                  amended from time to time.

          (n)     Effective Date: The date on which the Program takes effect, as
                  defined pursuant to Section 22 of the Program.

          (o)     Fair Market Value: As of any date, the value of a Share as
                  determined by the Committee or under procedures established by
                  the Committee. Unless otherwise determined by the Committee,
                  the value of a Share as of any

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                  date shall be the closing price of a Share as reported on such
                  date on the Composite Tape of the principal national
                  securities exchange on which the Shares are listed or admitted
                  to trading, or, if no Composite Tape exists for such national
                  securities exchange on such date, then on the principal
                  national securities exchange on which the Shares are listed or
                  admitted to trading, or, if the Shares are not listed or
                  admitted on a national securities exchange, the per Share
                  closing 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),
                  or, if there is no market on which the Shares are regularly
                  quoted, the Fair Market Value shall be the value established
                  by the Committee in good faith. If no sale of Shares shall
                  have been reported on such Composite Tape or such national
                  securities exchange on such date or quoted on the National
                  Association of Securities Dealer Automated Quotation System on
                  such date, then the immediately preceding date on which sales
                  of the Shares have been so reported or quoted shall be used.

          (p)     LSAR: A limited stock appreciation right granted pursuant to
                  Section 9(d) of the Program.

          (q)     Other Stock-Based Awards: Awards granted pursuant to Section
                  10 of the Program.

          (r)     Option: A stock option granted pursuant to Section 8 of the
                  Program.

          (s)     Option Price: The purchase price per Share of an Option, as
                  determined pursuant to Section 8(a) of the Program.

          (t)     Participant: An individual who is selected by the Committee to
                  participate in the Program pursuant to Section 6 of the
                  Program.

          (u)     Performance-Based Awards: Certain Cash Awards or Other
                  Stock-Based Awards granted in accordance with Section 12 of
                  the Program.

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

          (w)     Program: The 1998 Heidrick & Struggles GlobalShare Program I,
                  as it may be amended from time to time.

          (x)     Retirement: Termination of employment with the Company or a
                  Subsidiary after such Participant has attained age sixty-five
                  (65); or, with the prior written consent of the Committee that
                  such termination be treated

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                  as a Retirement hereunder, termination of employment under
                  other circumstances.

          (y)     Share: A share of common stock, par value $0.01 per Share, of
                  the Company.

          (z)     Stock Appreciation Right: A stock appreciation right granted
                  pursuant to Section 9 of the Program.

          (aa)    Subsidiary: A subsidiary corporation, as defined in Section
                  424(f) of the Code (or any successor section thereto).

3.   SHARES SUBJECT TO THE PROGRAM

          The total number of Shares authorized or reserved for issuance upon
the exercise or issuance of all Awards under the Program and the 1998 Heidrick &
Struggles GlobalShare Program II ("Program II") (herein collectively referred to
as the "Overall Program"), subject to adjustments upon certain events described
in Section 14 of the Program, shall not exceed an aggregate amount equal to
forty percent (40%) of the highest number of Shares which are issued and
outstanding from time to time during the term of the Overall Program; provided,
however, that in no event will the sum of the total number of Shares authorized
or reserved for issuance upon the exercise or issuance of all Awards granted
under the Overall Program plus the total amount of the Company's issued and
outstanding Shares exceed the number of Shares authorized for issuance under the
Company's Amended and Restated Certificate of Incorporation; and provided,
further, that the total number of Shares with respect to which incentive stock
options ("ISOs") may be granted shall not exceed 2,000,000.

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4.   PER-PERSON AWARD LIMITATIONS

          (a)  Share Award Limitations. The aggregate maximum number of Shares
with respect to which Awards may be granted under the Overall Program during a
calendar year to any Participant in either the Program or Program II shall be
400,000. The 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 or the Overall Program and are
available for Awards under the Overall Program. The issuance of Shares or the
payment of cash upon the exercise of an Award (other than a Cash Award) shall
reduce the total number of Shares available under the Overall Program, as
applicable. Shares which are subject to Awards which are forfeited, terminated,
or expire unexercised may be granted again under the Overall Program.

          (b)  Cash Award Limitations. For all Cash Awards granted under the
Overall Program in any one fiscal year to any Participant in either the Program
or Program II, the maximum amount such Participant may receive under such Cash
Awards shall be $3,000,000.

5.   ADMINISTRATION

          The Program shall be administered by the Committee, which may delegate
its duties and powers in whole or in part to any subcommittee thereof consisting
solely 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). The Committee is authorized to interpret the
Program, to establish, amend and rescind any rules and regulations relating to
the Program, and to make any other determinations that it deems necessary or
desirable for the administration of the Program. The Committee may correct any
defect or supply any omission or reconcile any inconsistency in the Program in
the manner and to the extent the Committee deems necessary or desirable. Any
decision of the Committee in the interpretation and administration of the
Program, 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).

6.   ELIGIBILITY

          Employees and directors of the Company and its Subsidiaries and
Affiliates are eligible to be granted Awards under the Program. Participants
shall be selected by the Committee, in its sole discretion, from among those
eligible, and the Committee shall determine, in its sole discretion, the number
of Shares or the amount of cash with respect to which Awards will be granted to
each Participant.

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7.   LIMITATIONS

          No Award may be granted under the Program after the tenth anniversary
of the Effective Date, but Awards theretofore granted may extend beyond that
date.

8.   TERMS AND CONDITIONS OF OPTIONS

          Options granted under the Program shall be, as determined by the
Committee, non-qualified options or ISOs for federal income tax purposes, as
outlined and evidenced by the related Award agreements, and shall be subject to
the foregoing and the following terms and conditions and to such other terms and
conditions, not inconsistent therewith, as the Committee shall determine:

          (a)  Option Price. The Option Price per Share shall be determined by
the Committee, but shall not be less than one hundred percent (100%) of the Fair
Market Value of a Share on the date an Option is granted.

          (b)  Exercisability. Options granted under the Program shall be
exercisable at such time and upon such terms and conditions as may be determined
by the Committee, but in no event shall an ISO granted under the Program be
exercisable more than ten (10) years after the date it is granted.

          (c)  Exercise of Options. Except as otherwise provided in the Program
or in an Award agreement, an Option may be exercised for all, or from time to
time any part, of the Shares for which it is then exercisable. For purposes of
Section 8 of the Program, the exercise date of an Option shall be the later of
the date a notice of exercise is received by the Company and, if applicable, (A)
the date payment is received by the Company under (i), (ii) or (iii) below, or
(B) the date irrevocable instructions are delivered to a broker for sale of such
Shares, in accordance with (iv) below. The purchase price for the Shares as to
which an Option is exercised shall be paid to the Company in full at the time of
exercise at the election of the Participant (i) in cash, (ii) in Shares having a
Fair Market Value equal to the aggregate Option Price for the Shares being
purchased and satisfying such other requirements as may be imposed by the
Committee, (iii) partly in cash and partly in such Shares, or (iv) through the
delivery of irrevocable instructions to a broker to deliver promptly to the
Company an amount equal to the aggregate Option Price for the Shares being
purchased. No Participant shall have any rights to dividends or other rights of
a stockholder with respect to Shares subject to an Option until the Participant
has given written notice of exercise of the Option, paid in full for such Shares
and, if applicable, has satisfied any other conditions imposed by the Committee
pursuant to the Program.

9.   TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

          (a)  Grants. The Committee also may grant (i) a Stock Appreciation
Right independent of an Option, or (ii) a Stock Appreciation Right in connection
with an Option, or a portion thereof. A Stock Appreciation Right granted
pursuant to clause (ii) of the preceding sentence (A) may be granted at the time
the related Option is granted or at any time prior to the exercise or
cancellation of the related Option, (B) shall cover the same Shares covered by
the

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Option (or such lesser number of Shares as the Committee may determine), and (C)
shall be subject to the same terms and conditions as such Option except for such
additional limitations as are contemplated by this Section 9 (or such additional
limitations as may be included in an Award agreement).

          (b)  Terms. The exercise price per Share of a Stock Appreciation Right
shall be an amount determined by the Committee but in no event shall such amount
be less than the greater of (i) the Fair Market Value of a Share on the date the
Stock Appreciation Right is granted or, in the case of a Stock Appreciation
Right granted in conjunction with an Option or a portion thereof, the Option
Price of the related Option, and (ii) an amount permitted by applicable laws,
rules, by-laws or policies of regulatory authorities or stock exchanges. Each
Stock Appreciation Right granted independent of an Option shall entitle a
Participant upon exercise to an amount equal to (i) the excess of (A) the Fair
Market Value on the exercise date of one Share over (B) the exercise price per
Share, times (ii) the number of Shares covered by the Stock Appreciation Right.
Each Stock Appreciation Right granted in conjunction with an Option, or a
portion thereof, shall entitle a Participant to surrender to the Company the
unexercised Option, or any portion thereof, and to receive from the Company in
exchange therefor an amount equal to (i) the excess of (A) the Fair Market Value
on the exercise date of one Share over (B) the Option Price per Share, times
(ii) the number of Shares covered by the Option, or portion thereof, which is
surrendered. The date a notice of exercise is received by the Company shall be
the exercise date. Payment shall be made to the Participant in Shares or in
cash, or partly in Shares and partly in cash, valued at such Fair Market Value,
all as shall be determined by the Committee. Stock Appreciation Rights may be
exercised from time to time upon actual receipt by the Company of written notice
of exercise stating the number of Shares with respect to which the Stock
Appreciation Right is being exercised. No fractional Shares will be issued in
payment for Stock Appreciation Rights, but instead cash will be paid for a
fraction or, if the Committee should so determine, the number of Shares will be
rounded downward to the next whole Share.

          (c)  Limitations. The Committee may impose, in its discretion, such
conditions upon the exercisability or transferability of Stock Appreciation
Rights as it may deem fit.

          (d)  Limited Stock Appreciation Rights. The Committee may grant LSARs
that are exercisable upon the occurrence of specified contingent events. Such
LSARs may provide for a different method of determining appreciation, may
specify that payment will be made only in cash and may provide that any related
Awards are not exercisable while such LSARs are exercisable. Unless the context
otherwise requires, whenever the term "Stock Appreciation Right" is used in the
Program, such term shall include LSARs.

10.  OTHER STOCK-BASED AWARDS

          The Committee, in its sole discretion, may grant Awards of Shares,
Awards of restricted Shares and Awards that are valued in whole or in part by
reference to, or are otherwise

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based on the Fair Market Value of, Shares ("Other Stock-Based Awards"). Such
Other Stock-Based Awards shall be in such form, and dependent on such
conditions, as the Committee shall determine, including, without limitation, the
right to receive one or more Shares (or the equivalent cash value of such
Shares) upon the completion of a specified period of service, the occurrence of
an event and/or the attainment of performance objectives. Other Stock-Based
Awards may be granted alone or in addition to any other Awards granted under the
Program. Subject to the provisions of the Program, the Committee shall determine
to whom and when Other Stock-Based Awards will be made; the number of Shares to
be awarded under (or otherwise related to) such Other Stock-Based Awards;
whether such Other Stock-Based Awards shall be settled in cash, Shares or a
combination of cash and Shares; and all other terms and conditions of such
Awards (including, without limitation, the vesting provisions thereof).

11.  CASH AWARDS

          The Committee, in its sole discretion, may grant Awards which are not
valued in whole or in part by reference to, or otherwise based on the Fair
Market Value of, Shares and which may be paid to Participants in cash (or, in
the Committee's discretion in Shares) ("Cash Awards"). Such Cash Awards shall be
in such form, and dependent on such conditions, as the Committee shall
determine, including, without limitation, the right to receive a payment upon
the completion of a specified period of service, the occurrence of an event
and/or the attainment of performance objectives. Cash Awards may be granted
alone or in addition to any other Awards granted under the Program. Subject to
the provisions of the Program, the Committee shall determine to whom and when
Cash Awards will be made; the amount payable under such Cash Awards, the form of
such payment, and all other terms and conditions of such Awards (including,
without limitation, the vesting provisions thereof).

12.  PERFORMANCE-BASED AWARDS

          Notwithstanding anything to the contrary herein, certain Other
Stock-Based Awards granted under Section 10 and certain Cash Awards granted
under Section 11 may be granted on the basis of performance of the Company
("Performance-Based Awards"), and designated as Performance-Based Awards;
provided, however, that the Committee may grant other Awards that are not
intended to be Performance-Based Awards (even though such Awards are subject to
the attainment of specified performance goals) and not designated as such. A
Participant's Performance-Based Award shall be determined based on the
attainment of written performance goals approved by the Committee for a
performance period established by the Committee of up to ten (10) years (i)
while the outcome for that performance period is substantially uncertain and
(ii) no more than 90 days after the commencement of the performance period to
which the performance goal relates or, if less, the number of days which is
equal to 25 percent of the relevant performance period. The performance goals,
which must be objective, shall be based upon one or more of the following
criteria: (i) consolidated earnings before or after taxes (including earnings
before interest, taxes, depreciation and amortization); (ii) net income; (iii)
operating income; (iv) earnings per Share; (v) book value per Share; (vi) return
on stockholders' equity; (vii) expense management; (viii) return on investment;
(ix) improvements in capital structure; (x) profits or profitability, including
of an identifiable business unit or

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product; (xi) maintenance or improvement of profit margins; (xii) price per
Share; (xiii) market share; (xiv) revenues or sales; (xv) costs; (xvi) cash
flow; (xvii) working capital and (xviii) return on assets. The foregoing
criteria may relate to the Company, one or more of its Subsidiaries or
Affiliates or one or more of its divisions or units, or any combination of the
foregoing, and may be applied on an absolute basis and/or be relative to one or
more peer group companies or indices, or any combination thereof, all as the
Committee shall determine. In addition, to the degree consistent with Section
162(m) of the Code (or any successor section thereto), the performance goals may
be calculated without regard to extraordinary items. The Committee shall
determine whether, with respect to a performance period, the applicable
performance goals have been met with respect to a given Participant and, if they
have, to so certify and ascertain the amount of the applicable Performance-Based
Award. No Performance-Based Awards will be paid for such performance period
until such certification is made by the Committee. The amount of the
Performance-Based Award actually paid to a given Participant may be less than
the amount determined by the applicable performance goal formula, at the
discretion of the Committee. The amount of the Performance-Based Award
determined by the Committee for a performance period shall be paid to the
Participant at such time as determined by the Committee in its sole discretion
after the end of such performance period; provided, however, that a Participant
may, if and to the extent permitted by the Committee and consistent with the
provisions of Section 162(m) of the Code, elect to defer payment of a
Performance-Based Award.

13.  TAX WITHHOLDING

          A Participant shall have the duty to pay to the Company an amount
equal to the taxes required by any government to be withheld or otherwise
deducted and paid by the Company as a result of the exercise by the Participant
of any Award or the delivery to the Participant of any cash or Shares pursuant
to any Award. Shares shall not be delivered to the Participant until such time
as such payment has been made. The Committee may, in its discretion and subject
to such rules as it may adopt, permit or, in the absence of the receipt of
payment therefore within prescribed time periods, permit the Participant to pay
all or a portion of the withholding taxes (federal, state, local and other) by
electing to have the Company withhold Shares, otherwise issuable, or by
delivering Shares already owned by the Participant, in each case, having a Fair
Market Value equal to all or any portion of the withholding tax to be satisfied
in this manner. However, in no event will the amount of Shares withheld exceed
the amount necessary to satisfy the required minimum statutory withholding. The
Company may also withhold any such withholding taxes from any cash payments made
hereunder.

14.  ADJUSTMENTS UPON CERTAIN EVENTS

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

          (a)  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,

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consolidation, spin-off, combination or exchange of Shares or other corporate
exchange, or any distribution to stockholders of Shares other than regular cash
dividends, or in the event any of the foregoing events or any similar event
affects the Company, any Affiliate or any business unit, or the financial
statements of the Company or any Affiliate or the bases for the computation of
any Award, the 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 Shares or other securities issued or
reserved for issuance pursuant to the Program or pursuant to outstanding Awards,
(ii) the limits on Awards set forth in Sections 3 and 4 hereof, (iii) the Option
Price and/or (iv) any other affected terms of such Awards (including, without
limitation, the amount payable thereunder or any performance objectives set with
respect thereto).

          (b)  Change in Control. Except as otherwise provided in an Award
agreement, in the event of a Change in Control: (i) any Award carrying a right
to exercise that was not previously exercisable and vested shall become fully
exercisable and vested as of the time of the Change in Control; (ii) the
restrictions, deferral of settlement, and forfeiture conditions applicable to
any other Award granted under the Program shall lapse and such Awards shall be
deemed fully vested as of the time of the Change in Control; and (iii) with
respect to any Award subject to achievement of performance objectives and
conditions under the Program, such performance objectives and other conditions
will be deemed to be met at target, unless otherwise provided by the Committee,
as of the time of the Change in Control. The Company shall deliver Shares or
make payments with respect to such Awards to a Participant as may be required by
this Section 14(b) within an administratively feasible period of time following
the Change in Control; provided, however, that if a Participant has previously
elected to defer payment of any such Award and elects, pursuant to the
provisions of the Deferred Compensation Plan, to reaffirm such deferral, such
deferred Award will be paid in accordance with such election. Notwithstanding
anything herein to the contrary, the 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 Award (including, without limitation,
(x) the payment of a cash amount in exchange for the cancellation of an Award
and/or (y) the requiring of the issuance of substitute Awards that will
substantially preserve the value, rights and benefits of any affected Awards
previously granted hereunder) as of the time of the Change in Control. Any such
determination by the Committee shall be final and binding upon the Company and
all Participants.

15.  CERTAIN SECURITIES AND TAX LAW MATTERS

          (a)  Securities Laws.

          (i)  The Company shall be under no obligation to effect the
registration pursuant to the Securities Act of 1933, as amended (or any
successor statute) of any Shares to be issued hereunder or to effect similar
compliance under the laws of any state or other jurisdiction. Notwithstanding
anything herein to the contrary, the Company shall not be obligated to cause to
be issued or delivered any certificates evidencing Shares pursuant to the
Program unless and until the Company is advised by its counsel that the issuance
and delivery of such certificates is in

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compliance with all applicable laws, regulations of governmental authority and
the requirements of any securities exchange on which Shares are traded. The
Committee may require, as a condition of the issuance and delivery of
certificates evidencing Shares pursuant to the terms hereof, that the recipient
of such Shares make such covenants, agreements and representations, and that
such certificates bear such legends, as the Committee, in its sole discretion,
deems necessary or desirable.

          (ii) The exercise of any Option granted hereunder shall only be
effective at such time as counsel to the Company shall have determined that the
issuance and delivery of Shares pursuant to such exercise is in compliance with
all applicable laws, regulations of governmental authority and the requirements
of any securities exchange on which Shares are traded. The Company may, in its
sole discretion, defer the effectiveness of any exercise of an Option granted
hereunder in order to allow the issuance of Shares pursuant thereto to be made
pursuant to registration or an exemption from registration or other methods for
compliance available under federal or state securities laws. The Company shall
inform the Participant in writing of its decision to defer the effectiveness of
the exercise of an Option granted hereunder. During the period that the
effectiveness of the exercise of an Option has been deferred, the Participant
may, by written notice, withdraw such exercise and obtain the refund or any
amount paid with respect thereto.

          (b)  Section 162(m): The Committee may modify the terms of any Award
(including by means of accelerated or deferred payouts) relating to compensation
that does not constitute "qualified performance-based compensation" within the
meaning of Section 162(m) of the Code or otherwise does not qualify for an
exemption from Section 162(m) of the Code in order to permit the deductibility
of such compensation under Section 162(m) of the Code by the Company.

16.  NO RIGHT TO EMPLOYMENT; NO OBLIGATION OF UNIFORM TREATMENT

          The granting of an Award under the Program shall impose no obligation
on the Company or any Subsidiary or Affiliate to continue the employment of a
Participant and shall not lessen or affect the Company's, Subsidiary's or
Affiliate's right to terminate the employment of such Participant. No
Participant, officer, employee or director 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.

17.  SUCCESSORS AND ASSIGNS

          The Program shall be binding on all successors and assigns of the
Company and a Participant, including without limitation, any beneficiary of such
Participant, 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.

<PAGE>

                                                                              13

18.  NONTRANSFERABILITY OF AWARDS

          Except to the extent provided by the Committee, an Award shall not be
transferable or assignable by the Participant otherwise than by will or by the
laws of descent and distribution. Any Awards exercisable or Shares deliverable
after a Participant's death shall be exercisable by or delivered to a
beneficiary as designated in writing by the Participant. If no beneficiary is so
designated, such Award shall be exercisable by or such Shares will be delivered
to the Participant's estate. The Participant may change his or her designated
beneficiary under this Program by filing with the Committee written notice of
such change.

19.  AMENDMENTS OR TERMINATION

          The Board may amend, alter or discontinue the Program, 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 14 of the Program), increase the total number of Shares
reserved for the purposes of the Program, 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 Program; provided, however,
that the Committee may amend the Program 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 14(b) of the
Program after the occurrence of a Change in Control.

20.  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 Committee may,
in its sole discretion, amend the terms of the Program or Awards with respect to
such Participants in order to conform such terms with the requirements of local
law.

21.  CHOICE OF LAW

          The Program shall be governed by and construed in accordance with the
laws of the State of Illinois applicable to contracts made and to be performed
in the State of Illinois.

22.  EFFECTIVENESS OF THE PROGRAM

          The Program shall be effective as of June 9, 1998. No new Awards may
be granted under the Program after June 8, 2008.

<PAGE>

                                                                   Exhibit 10.08

                            1998 HEIDRICK & STRUGGLES
                       GLOBALSHARE PROGRAM II, AS AMENDED

1.   PURPOSE OF THE PROGRAM

          The purpose of the Program is to aid the Company and its Subsidiaries
and Affiliates in rewarding certain individuals who are independent contractors
to or non-employee directors of the Company, its Subsidiaries and Affiliates and
to motivate such individuals to exert their best efforts on behalf of the
Company, its Subsidiaries and Affiliates by providing incentives through the
granting of Awards. The Company expects that it will benefit from the added
interest which such individuals will have in the welfare of the Company as a
result of their proprietary interest in the Company's success.

2.   DEFINITIONS

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

          (a)     Act: The Securities Exchange Act of 1934, as amended, or any
                  successor thereto.

          (b)     Affiliate: Any entity in which the Company, directly or
                  indirectly, has at least a five percent ownership interest.

          (c)     Award: The grant of an Option, Stock Appreciation Right, Other
                  Stock-Based Award, or Cash Award pursuant to such terms,
                  conditions, requirements and limitations as the Board may
                  establish in order to fulfill the objectives of the Program.

          (d)     Beneficial Owner: As such term is defined in Rule 13d-3 under
                  the Act (or any successor rule thereto).

          (e)     Board: The Board of Directors of the Company.

          (f)     Cash Award: Awards granted pursuant to Section 11 of the
                  Program.

<PAGE>

                                                                               2

          (g)     Cause: The (i) failure to perform duties which is not cured
                  within thirty (30) days of receiving written notice, (ii)
                  conviction or plea of guilty or no contest to (x) a felony or
                  (y) a crime involving moral turpitude or (iii) willful
                  malfeasance or misconduct which is materially injurious to the
                  Company.

          (h)     Change in Control: The occurrence of any of the following
                  events:

          (i)     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 30 percent or more of
                  the combined voting power of the Company'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(h)(i), (iii) or (iv) hereof, (B) a director
                  nominated or proposed by any Person who has publicly announced
                  or advised the Company 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 the Company representing 10
                  percent 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;

          (iii)   the consummation of 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 30 percent or

<PAGE>

                                                                               3

                  more of the combined voting power of the then-outstanding
                  securities of the Company or such surviving entity or its
                  parent corporation);

          (iv)    the consummation of a plan of complete liquidation of the
                  Company or of a sale or disposition by the Company of all or
                  substantially all of the Company'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 a Participant by reason of any event which would
          otherwise constitute a Change in Control if, immediately after the
          occurrence of such event, (x) the Company ceases to be subject to the
          requirement to file reports pursuant to Section 13 or Section 15(d) of
          the Act and no more than 50% of the then outstanding shares of common
          stock of the Company or any acquiror or successor to substantially all
          of the business of the Company 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 the
          Company 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 the Company or any
          acquiror or successor to substantially all of the business of the
          Company or (2) 25% or more of the combined voting power of the then
          outstanding voting securities of the Company or any acquiror or
          successor to substantially all of the business of the Company entitled
          to vote generally in the election of directors.

          (i)     Code: The US Internal Revenue Code of 1986, as amended, or any
                  successor thereto.

          (j)     Committee: The Compensation Committee of the Board.

          (k)     Company: Heidrick & Struggles International, Inc. a Delaware
                  corporation, and any successor thereto.

          (l)     Deferred Compensation Plan: The Heidrick & Struggles
                  International, Inc. Deferred Compensation Plan, as it may be
                  amended from time to time.

          (m)     Effective Date: The date on which the Program takes effect, as
                  defined pursuant to Section 22 of the Program.

          (n)     Fair Market Value: As of any date, the value of a Share as
                  determined by the Committee or under procedures established by
                  the Committee. Unless otherwise determined by the Committee,
                  the value of a Share as of any

<PAGE>

                                                                               4

                  date shall be the closing price of a Share as reported on such
                  date on the Composite Tape of the principal national
                  securities exchange on which the Shares are listed or admitted
                  to trading, or, if no Composite Tape exists for such national
                  securities exchange on such date, then on the principal
                  national securities exchange on which the Shares are listed or
                  admitted to trading, or, if the Shares are not listed or
                  admitted on a national securities exchange, the per Share
                  closing 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),
                  or, if there is no market on which the Shares are regularly
                  quoted, the Fair Market Value shall be the value established
                  by the Committee in good faith. If no sale of Shares shall
                  have been reported on such Composite Tape or such national
                  securities exchange on such date or quoted on the National
                  Association of Securities Dealer Automated Quotation System on
                  such date, then the immediately preceding date on which sales
                  of the Shares have been so reported or quoted shall be used.

          (o)     LSAR: A limited stock appreciation right granted pursuant to
                  Section 9(d) of the Program.

          (p)     Other Stock-Based Awards: Awards granted pursuant to Section
                  10 of the Program.

          (q)     Option: A stock option granted pursuant to Section 8 of the
                  Program.

          (r)     Option Price: The purchase price per Share of an Option, as
                  determined pursuant to Section 8(a) of the Program.

          (s)     Participant: An individual who is selected by the Committee to
                  participate in the Program pursuant to Section 6 of the
                  Program.

          (t)     Performance-Based Awards: Certain Cash Awards or Other
                  Stock-Based Awards granted in accordance with Section 12 of
                  the Program.

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

          (v)     Program: The 1998 Heidrick & Struggles GlobalShare Program II,
                  as it may be amended from time to time.

          (w)     Share: A share of common stock, par value $0.01 per Share, of
                  the Company.

<PAGE>

                                                                               5

          (x)     Stock Appreciation Right: A stock appreciation right granted
                  pursuant to Section 9 of the Program.

          (y)     Subsidiary: A subsidiary corporation, as defined in Section
                  424(f) of the Code (or any successor section thereto).

3.   SHARES SUBJECT TO THE PROGRAM

          The total number of Shares authorized or reserved for issuance upon
the exercise or issuance of all Awards under the Program and the 1998 Heidrick &
Struggles GlobalShare Program I ("Program I") (herein collectively referred to
as the "Overall Program"), subject to adjustments upon certain events described
in Section 14 of the Program, shall not exceed an aggregate amount equal to
forty percent (40%) of the highest number of Shares which are issued and
outstanding from time to time during the term of the Overall Program; provided,
however, that in no event will the sum of the total number of Shares authorized
or reserved for issuance upon the exercise or issuance of all Awards granted
under the Overall Program plus the total amount of the Company's issued and
outstanding Shares exceed the number of Shares authorized for issuance under the
Company's Amended and Restated Certificate of Incorporation; and provided,
further, that the total number of Shares with respect to which incentive stock
options ("ISOs") may be granted shall not exceed 2,000,000.

<PAGE>

                                                                               6

4.   PER-PERSON AWARD LIMITATIONS

          (a)  Share Award Limitations. The aggregate maximum number of Shares
with respect to which Awards may be granted under the Overall Program during a
calendar year to any Participant in either the Program or Program I shall be
400,000. The 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 or the Overall Program and are
available for Awards under the Overall Program. The issuance of Shares or the
payment of cash upon the exercise of an Award (other than a Cash Award) shall
reduce the total number of Shares available under the Overall Program, as
applicable. Shares which are subject to Awards which are forfeited, terminated,
or expire unexercised may be granted again under the Overall Program.

          (b)  Cash Award Limitations. For all Cash Awards granted under the
Overall Program in any one fiscal year to any Participant in either the Program
or Program I, the maximum amount such Participant may receive under such Cash
Awards shall be $3,000,000.

5.   ADMINISTRATION

          The Program shall be administered by the Committee, which may delegate
its duties and powers in whole or in part to any subcommittee thereof consisting
solely 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). The Committee is authorized to interpret the
Program, to establish, amend and rescind any rules and regulations relating to
the Program, and to make any other determinations that it deems necessary or
desirable for the administration of the Program. The Committee may correct any
defect or supply any omission or reconcile any inconsistency in the Program in
the manner and to the extent the Committee deems necessary or desirable. Any
decision of the Committee in the interpretation and administration of the
Program, 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).

6.   ELIGIBILITY

          Independent contractors to and non-employee directors of the Company
and its Subsidiaries and Affiliates are eligible to be granted Awards under the
Program. Participants shall be selected by the Committee, in its sole
discretion, from among those eligible, and the Committee shall determine, in its
sole discretion, the number of Shares or the amount of cash with respect to
which Awards will be granted to each Participant.

7.   LIMITATIONS

          No Award may be granted under the Program after the tenth anniversary
of the Effective Date, but Awards theretofore granted may extend beyond that
date.

<PAGE>

                                                                               7

8.   TERMS AND CONDITIONS OF OPTIONS

          Options granted under the Program shall be, as determined by the
Committee, non-qualified options or ISOs for US federal income tax purposes, as
outlined and evidenced by the related Award agreements, and shall be subject to
the foregoing and the following terms and conditions and to such other terms and
conditions, not inconsistent therewith, as the Committee shall determine:

          (a)  Option Price. The Option Price per Share shall be determined by
the Committee, but shall not be less than one hundred percent (100%) of the Fair
Market Value of a Share on the date an Option is granted.

          (b)  Exercisability. Options granted under the Program shall be
exercisable at such time and upon such terms and conditions as may be determined
by the Committee, but in no event shall an ISO granted under the Program be
exercisable more than ten (10) years after the date it is granted.

          (c)  Exercise of Options. Except as otherwise provided in the Program
or in an Award agreement, an Option may be exercised for all, or from time to
time any part, of the Shares for which it is then exercisable. For purposes of
Section 8 of the Program, the exercise date of an Option shall be the later of
the date a notice of exercise is received by the Company and, if applicable, (A)
the date payment is received by the Company under (i), (ii) or (iii) below, or
(B) the date irrevocable instructions are delivered to a broker for sale of such
Shares, in accordance with (iv) below. The purchase price for the Shares as to
which an Option is exercised shall be paid to the Company in full at the time of
exercise at the election of the Participant (i) in cash, (ii) in Shares having a
Fair Market Value equal to the aggregate Option Price for the Shares being
purchased and satisfying such other requirements as may be imposed by the
Committee, (iii) partly in cash and partly in such Shares, or (iv) through the
delivery of irrevocable instructions to a broker to deliver promptly to the
Company an amount equal to the aggregate Option Price for the Shares being
purchased. No Participant shall have any rights to dividends or other rights of
a stockholder with respect to Shares subject to an Option until the Participant
has given written notice of exercise of the Option, paid in full for such Shares
and, if applicable, has satisfied any other conditions imposed by the Committee
pursuant to the Program.

9.   TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

          (a)  Grants. The Committee also may grant (i) a Stock Appreciation
Right independent of an Option, or (ii) a Stock Appreciation Right in connection
with an Option, or a portion thereof. A Stock Appreciation Right granted
pursuant to clause (ii) of the preceding sentence (A) may be granted at the time
the related Option is granted or at any time prior to the exercise or
cancellation of the related Option, (B) shall cover the same Shares covered by
the Option (or such lesser number of Shares as the Committee may determine), and
(C) shall be subject to the same terms and conditions as such Option except for
such additional limitations as

<PAGE>

                                                                               8

are contemplated by this Section 9 (or such additional limitations as may be
included in an Award agreement).

          (b)  Terms. The exercise price per Share of a Stock Appreciation Right
shall be an amount determined by the Committee but in no event shall such amount
be less than the greater of (i) the Fair Market Value of a Share on the date the
Stock Appreciation Right is granted or, in the case of a Stock Appreciation
Right granted in conjunction with an Option or a portion thereof, the Option
Price of the related Option, and (ii) an amount permitted by applicable laws,
rules, by-laws or policies of regulatory authorities or stock exchanges. Each
Stock Appreciation Right granted independent of an Option shall entitle a
Participant upon exercise to an amount equal to (i) the excess of (A) the Fair
Market Value on the exercise date of one Share over (B) the exercise price per
Share, times (ii) the number of Shares covered by the Stock Appreciation Right.
Each Stock Appreciation Right granted in conjunction with an Option, or a
portion thereof, shall entitle a Participant to surrender to the Company the
unexercised Option, or any portion thereof, and to receive from the Company in
exchange therefor an amount equal to (i) the excess of (A) the Fair Market Value
on the exercise date of one Share over (B) the Option Price per Share, times
(ii) the number of Shares covered by the Option, or portion thereof, which is
surrendered. The date a notice of exercise is received by the Company shall be
the exercise date. Payment shall be made to the Participant in Shares or in
cash, or partly in Shares and partly in cash, valued at such Fair Market Value,
all as shall be determined by the Committee. Stock Appreciation Rights may be
exercised from time to time upon actual receipt by the Company of written notice
of exercise stating the number of Shares with respect to which the Stock
Appreciation Right is being exercised. No fractional Shares will be issued in
payment for Stock Appreciation Rights, but instead cash will be paid for a
fraction or, if the Committee should so determine, the number of Shares will be
rounded downward to the next whole Share.

          (c)  Limitations. The Committee may impose, in its discretion, such
conditions upon the exercisability or transferability of Stock Appreciation
Rights as it may deem fit.

          (d)  Limited Stock Appreciation Rights. The Committee may grant LSARs
that are exercisable upon the occurrence of specified contingent events. Such
LSARs may provide for a different method of determining appreciation, may
specify that payment will be made only in cash and may provide that any related
Awards are not exercisable while such LSARs are exercisable. Unless the context
otherwise requires, whenever the term "Stock Appreciation Right" is used in the
Program, such term shall include LSARs.

10.  OTHER STOCK-BASED AWARDS

          The Committee, in its sole discretion, may grant Awards of Shares,
Awards of restricted Shares and Awards that are valued in whole or in part by
reference to, or are otherwise based on the Fair Market Value of, Shares ("Other
Stock-Based Awards"). Such Other Stock-Based Awards shall be in such form, and
dependent on such conditions, as the Committee shall determine, including,
without limitation, the right to receive one or more Shares (or the equivalent
cash value of such Shares) upon the completion of a specified period of service,
the

<PAGE>

                                                                               9

occurrence of an event and/or the attainment of performance objectives.
Other Stock-Based Awards may be granted alone or in addition to any other Awards
granted under the Program. Subject to the provisions of the Program, the
Committee shall determine to whom and when Other Stock-Based Awards will be
made; the number of Shares to be awarded under (or otherwise related to) such
Other Stock-Based Awards; whether such Other Stock-Based Awards shall be settled
in cash, Shares or a combination of cash and Shares; and all other terms and
conditions of such Awards (including, without limitation, the vesting provisions
thereof).

11.  CASH AWARDS

          The Committee, in its sole discretion, may grant Awards which are not
valued in whole or in part by reference to, or otherwise based on the Fair
Market Value of, Shares and which may be paid to Participants in cash (or, in
the Committee's discretion, in Shares) ("Cash Awards"). Such Cash Awards shall
be in such form, and dependent on such conditions, as the Committee shall
determine, including, without limitation, the right to receive a payment upon
the completion of a specified period of service, the occurrence of an event
and/or the attainment of performance objectives. Cash Awards may be granted
alone or in addition to any other Awards granted under the Program. Subject to
the provisions of the Program, the Committee shall determine to whom and when
Cash Awards will be made; the amount payable under such Cash Awards, the form of
such payment, and all other terms and conditions of such Awards (including,
without limitation, the vesting provisions thereof).

12.  PERFORMANCE-BASED AWARDS

          Notwithstanding anything to the contrary herein, certain Other
Stock-Based Awards granted under Section 10 and certain Cash Awards granted
under Section 11 may be granted on the basis of performance of the Company
("Performance-Based Awards"), and designated as Performance-Based Awards;
provided, however, that the Committee may grant other Awards that are not
intended to be Performance-Based Awards (even though such Awards are subject to
the attainment of specified performance goals) and not designated as such. A
Participant's Performance-Based Award shall be determined based on the
attainment of written performance goals approved by the Committee for a
performance period established by the Committee of up to ten (10) years (i)
while the outcome for that performance period is substantially uncertain and
(ii) no more than 90 days after the commencement of the performance period to
which the performance goal relates or, if less, the number of days which is
equal to 25 percent of the relevant performance period. The performance goals,
which must be objective, shall be based upon one or more of the following
criteria: (i) consolidated earnings before or after taxes (including earnings
before interest, taxes, depreciation and amortization); (ii) net income; (iii)
operating income; (iv) earnings per Share; (v) book value per Share; (vi) return
on stockholders' equity; (vii) expense management; (viii) return on investment;
(ix) improvements in capital structure; (x) profits or profitability, including
of an identifiable business unit or product; (xi) maintenance or improvement of
profit margins; (xii) price per Share; (xiii) market share; (xiv) revenues or
sales; (xv) costs; (xvi) cash flow; (xvii) working capital and (xviii) return on
assets. The foregoing criteria may relate to the Company, one or more of its
Subsidiaries or Affiliates or one or more of its divisions or units, or any
combination of the foregoing, and may

<PAGE>

                                                                              10

be applied on an absolute basis and/or be relative to one or more peer group
companies or indices, or any combination thereof, all as the Committee shall
determine. In addition, to the degree consistent with Section 162(m) of the Code
(or any successor section thereto), the performance goals may be calculated
without regard to extraordinary items. The Committee shall determine whether,
with respect to a performance period, the applicable performance goals have been
met with respect to a given Participant and, if they have, to so certify and
ascertain the amount of the applicable Performance-Based Award. No
Performance-Based Awards will be paid for such performance period until such
certification is made by the Committee. The amount of the Performance-Based
Award actually paid to a given Participant may be less than the amount
determined by the applicable performance goal formula, at the discretion of the
Committee. The amount of the Performance-Based Award determined by the Committee
for a performance period shall be paid to the Participant at such time as
determined by the Committee in its sole discretion after the end of such
performance period; provided, however, that a Participant may, if and to the
extent permitted by the Committee and consistent with the provisions of Section
162(m) of the Code, elect to defer payment of a Performance-Based Award.

13.  TAX WITHHOLDING

          A Participant shall have the duty to pay to the Company an amount
equal to the taxes required by any government to be withheld or otherwise
deducted and paid by the Company as a result of the exercise by the Participant
of any Award or the delivery to the Participant of any cash or Shares pursuant
to any Award. Shares shall not be delivered to the Participant until such time
as such payment has been made. The Committee may, in its discretion and subject
to such rules as it may adopt, permit or, in the absence of the receipt of
payment therefore within prescribed time periods, permit the Participant to pay
all or a portion of the withholding taxes (federal, state, local and other) by
electing to have the Company withhold Shares, otherwise issuable, or by
delivering Shares already owned by the Participant, in each case, having a Fair
Market Value equal to all or any portion of the withholding tax to be satisfied
in this manner. However, in no event will the amount of Shares withheld exceed
the amount necessary to satisfy the required minimum statutory withholding. The
Company may also withhold any such withholding taxes from any cash payments made
hereunder.

14.  ADJUSTMENTS UPON CERTAIN EVENTS

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

          (a)  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, or in the event any of
the foregoing events or any similar event affects the Company, any Affiliate or
any business unit, or the financial statements of the Company or any Affiliate
or the bases for the computation of any Award, the Committee in its sole
discretion and without liability to any Person may make such

<PAGE>

                                                                              11

substitution or adjustment, if any, as it deems to be equitable, as to (i) the
number or kind of Shares or other securities issued or reserved for issuance
pursuant to the Program or pursuant to outstanding Awards, (ii) the limits on
Awards set forth in Sections 3 and 4 hereof, (iii) the Option Price and/or (iv)
any other affected terms of such Awards (including, without limitation, the
amount payable thereunder or any performance objectives set with respect
thereto).

          (b)  Change in Control. Except as otherwise provided in an Award
agreement, in the event of a Change in Control: (i) any Award carrying a right
to exercise that was not previously exercisable and vested shall become fully
exercisable and vested as of the time of the Change in Control; (ii) the
restrictions, deferral of settlement, and forfeiture conditions applicable to
any other Award granted under the Program shall lapse and such Awards shall be
deemed fully vested as of the time of the Change in Control; and (iii) with
respect to any Award subject to achievement of performance objectives and
conditions under the Program, such performance objectives and other conditions
will be deemed to be met at target, unless otherwise provided by the Committee,
as of the time of the Change in Control. The Company shall deliver Shares or
make payments with respect to such Awards to a Participant as may be required by
this Section 14(b) within an administratively feasible period of time following
the Change in Control; provided, however, that if a Participant has previously
elected to defer payment of any such Award and elects, pursuant to the
provisions of the Deferred Compensation Plan, to reaffirm such deferral, such
deferred Award will be paid in accordance with such election. Notwithstanding
anything herein to the contrary, the 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 Award (including, without limitation,
(x) the payment of a cash amount in exchange for the cancellation of an Award
and/or (y) the requiring of the issuance of substitute Awards that will
substantially preserve the value, rights and benefits of any affected Awards
previously granted hereunder) as of the time of the Change in Control. Any such
determination by the Committee shall be final and binding upon the Company and
all Participants.

15.  CERTAIN SECURITIES AND TAX LAW MATTERS

          (a)  Securities Laws.

          (i)  The Company shall be under no obligation to effect the
registration pursuant to the Securities Act of 1933, as amended (or any
successor statute) of any Shares to be issued hereunder or to effect similar
compliance under the laws of any state or other jurisdiction. Notwithstanding
anything herein to the contrary, the Company shall not be obligated to cause to
be issued or delivered any certificates evidencing Shares pursuant to the
Program unless and until the Company is advised by its counsel that the issuance
and delivery of such certificates is in compliance with all applicable laws,
regulations of governmental authority and the requirements of any securities
exchange on which Shares are traded. The Committee may require, as a condition
of the issuance and delivery of certificates evidencing Shares pursuant to the
terms hereof, that the recipient of such Shares make such covenants, agreements
and representations, and that such certificates bear such legends, as the
Committee, in its sole discretion, deems necessary or desirable.

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                                                                              12

          (ii) The exercise of any Option granted hereunder shall only be
effective at such time as counsel to the Company shall have determined that the
issuance and delivery of Shares pursuant to such exercise is in compliance with
all applicable laws, regulations of governmental authority and the requirements
of any securities exchange on which Shares are traded. The Company may, in its
sole discretion, defer the effectiveness of any exercise of an Option granted
hereunder in order to allow the issuance of Shares pursuant thereto to be made
pursuant to registration or an exemption from registration or other methods for
compliance available under federal or state securities laws. The Company shall
inform the Participant in writing of its decision to defer the effectiveness of
the exercise of an Option granted hereunder. During the period that the
effectiveness of the exercise of an Option has been deferred, the Participant
may, by written notice, withdraw such exercise and obtain the refund or any
amount paid with respect thereto.

          (b)  Section 162(m): The Committee may modify the terms of any Award
(including by means of accelerated or deferred payouts) relating to compensation
that does not constitute "qualified performance-based compensation" within the
meaning of Section 162(m) of the Code or otherwise does not qualify for an
exemption from Section 162(m) of the Code in order to permit the deductibility
of such compensation under Section 162(m) of the Code by the Company.

16.  NO RIGHT TO CONTINUED RELATIONSHIP; NO OBLIGATION OF UNIFORM TREATMENT

          The granting of an Award under the Program shall impose no obligation
on the Company or any Subsidiary or Affiliate to continue the independent
contractor relationship between it and any Participant and shall not lessen or
affect the Company's, Subsidiary's or Affiliate's right to terminate its
relationship with such Participant. No Participant, officer, employee or
director 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.

17.  SUCCESSORS AND ASSIGNS

          The Program shall be binding on all successors and assigns of the
Company and a Participant, including without limitation, any beneficiary of such
Participant, 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.

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                                                                              13

18.  NONTRANSFERABILITY OF AWARDS

          Except to the extent provided by the Committee, an Award shall not be
transferable or assignable by the Participant otherwise than by will or by the
laws of descent and distribution. Any Awards exercisable or Shares deliverable
after a Participant's death shall be exercisable by or delivered to a
beneficiary as designated in writing by the Participant. If no beneficiary is so
designated, such Award shall be exercisable by or such Shares will be delivered
to the Participant's estate. The Participant may change his or her designated
beneficiary under this Program by filing with the Committee written notice of
such change.

19.  AMENDMENTS OR TERMINATION

          The Board may amend, alter or discontinue the Program, 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 14 of the Program), increase the total number of Shares
reserved for the purposes of the Program, 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 Program; provided, however,
that the Committee may amend the Program 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 14(b) of the
Program after the occurrence of a Change in Control.

20.  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 Committee may,
in its sole discretion, amend the terms of the Program or Awards with respect to
such Participants in order to conform such terms with the requirements of local
law.

21.  CHOICE OF LAW

          The Program shall be governed by and construed in accordance with the
laws of the State of Illinois applicable to contracts made and to be performed
in the State of Illinois.

22.  EFFECTIVENESS OF THE PROGRAM

          The Program shall be effective as of June 9, 1998. No new Awards may
be granted under the Program after June 8, 2008.