
<PAGE>
                                                               Exhibit 10.1

                     THIRD AMENDMENT TO CREDIT AGREEMENT

     This THIRD AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") dated as of 
May 9, 1997, is made among Robert Half International Inc., a Delaware 
corporation (the "COMPANY"); each of the Banks that is a party to the Credit 
Agreement defined below (individually, a "BANK" and, collectively, the 
"BANKS"); NationsBank, N.A. (formerly known as NationsBank of North Carolina, 
N.A.), as Administrative Agent for the Banks (in such capacity, together with 
its successors in such capacity, the "ADMINISTRATIVE AGENT"); and 
NationsBank, N.A., and Bank of America National Trust and Savings 
Association, each as Co-Agent and Co-Arranger (in such capacities, together 
with their successors in each such capacity, the "CO-AGENTS").

     WHEREAS, the Company, the Administrative Agent, the Co-Agents, and the 
Banks are parties to the Credit Agreement dated as of November 1, 1993 as 
amended through the Second Amendment thereto (the "CREDIT AGREEMENT"); and

     WHEREAS, the Company has requested that the Credit Agreement, as in 
effect on the date of this Amendment, be amended in the respects set forth 
below, and the Administrative Agent, the Co-Agents and the Banks are willing 
to accommodate the Company's request on the terms and conditions contained in 
this Amendment.

     NOW, THEREFORE, in consideration of the foregoing, the mutual covenants 
and agreements set forth below and other good and valuable consideration, the 
receipt and sufficiency of which are hereby acknowledged, the parties agree 
as follows:

     1.  DEFINED TERMS.  Capitalized terms used but not defined in this 
Amendment shall have the meanings assigned to such terms in the Credit 
Agreement and the rules of interpretation set forth in Sections 1.02(a) and 
1.04 of the Credit Agreement shall be applicable to this Amendment.

     2.  AMENDMENTS TO SECTION 1.01.

     (a)  Section 1.01 of the Credit Agreement is hereby amended by deleting 
the definitions of "APPLICABLE COMMITMENT FEE PERCENTAGE", "APPLICABLE 
ISSUANCE FEE PERCENTAGE" and "APPLICABLE MARGIN" in their entirety and 
inserting in their respective places the following new definitions:


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          "APPLICABLE COMMITMENT FEE PERCENTAGE" shall mean, with 
     respect to each Bank's Commitment at any time, the rate equal to the 
     percentages per annum set forth on the right in the table below when the 
     Total Indebtedness to Cash Flow Ratio for the quarter immediately 
     preceding the date of determination falls within the parameters listed 
     on the left in the table below:

                                                       APPLICABLE
          TOTAL INDEBTEDNESS TO CASH FLOW RATIO        FEE (% P.A.)
          -------------------------------------        ------------

          Below 1.00                                      0.090
          Between 1.00 and 2.00 (including 1.00)          0.125
          Between 2.00 and 3.00 (including 2.00)          0.150

          "APPLICABLE ISSUANCE FEE PERCENTAGE" shall mean, with respect 
     to each Letter of Credit at any time, the rate equal to the percentages 
     per annum set forth on the right in the table below when the Total 
     Indebtedness to Cash Flow Ratio for the quarter immediately preceding 
     the date of determination falls within the parameters listed on the left 
     in the table below:

                                                       APPLICABLE
          TOTAL INDEBTEDNESS TO CASH FLOW RATIO        FEE (% P.A.)
          -------------------------------------        ------------

          Below 1.00                                      0.250
          Between 1.00 and 2.00 (including 1.00)          0.375
          Between 2.00 and 3.00 (including 2.00)          0.500

          "APPLICABLE MARGIN" shall mean, with respect to each 
     Eurodollar Loan at any time, the percentages per annum set forth on the 
     right in the table below when the Total Indebtedness to Cash Flow Ratio 
     for the quarter immediately preceding the date of determination falls 
     within the parameters listed on the left in the table below:

                                                       APPLICABLE
          TOTAL INDEBTEDNESS TO CASH FLOW RATIO        MARGIN (% P.A.)
          -------------------------------------        ---------------

          Below 1.00                                      0.250
          Between 1.00 and 2.00 (including 1.00)          0.375
          Between 2.00 and 3.00 (including 2.00)          0.500

     (b)  Section 1.01 of the Credit Agreement is further amended by deleting 
the definitions of "FIXED CHARGES" and "FIXED CHARGES RATIO" in their 
entirety.


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     (c)  Section 1.01 of the Credit Agreement is further amended by deleting 
the definition of "MINIMUM NET WORTH" in its entirety and inserting in lieu 
thereof the following new definition:

          "MINIMUM NET WORTH" shall mean, as at any date, for the 
     Company and its Consolidated Subsidiaries (determined on a consolidated 
     basis in accordance with GAAP), an amount equal to $200,000,000, PLUS, 
     for each fiscal quarter after December 31, 1996, 50% of Net Income for 
     each such fiscal quarter. In determining Minimum Net Worth, there shall 
     be no adjustments for net losses, if any.

     (d)  The definition of the term "TERMINATION DATE" contained in 
Section 1.01 of the Credit Agreement is hereby amended by deleting the 
date "August 31, 2001" contained in line 1 of such definition and 
substituting in lieu thereof the date "August 31, 2002".

     3.  AMENDMENT TO SECTION 2.04.  Section 2.04(b) of the Credit 
Agreement is hereby amended by deleting the table set forth in such 
section and substituting in lieu thereof the following table:

                      (A)                           (B)
                                             COMMITMENTS REDUCED
             COMMITMENT REDUCTION              TO THE FOLLOWING
                     DATE                         AMOUNTS ($)
             --------------------            -------------------

             August 31, 2002                     $       0

     4.  AMENDMENT TO SECTION 8.01.  Section 8.01(i) of the Credit 
Agreement is hereby deleted.

    5.  AMENDMENT TO SECTION 8.07.  Section 8.07(f) of the Credit 
Agreement is hereby amended by deleting the amount "$10,000,000" 
contained in line 3 of such section and substituting in lieu thereof the 
amount "$20,000,000".

     6.  AMENDMENT TO SECTION 8.12.  Section 8.12 of the Credit 
Agreement is hereby amended by deleting the text contained therein and 
substituting in lieu thereof the following text:

     "The Company will not permit the Total Indebtedness to Cash Flow 
     Ratio at any time to be greater than 3.0 to 1."


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     7.  AMENDMENT TO SECTION 8.13.  Section 8.13 of the Credit 
Agreement is hereby amended by deleting the text contained therein and 
substituting in lieu thereof the following text:

     "[INTENTIONALLY LEFT BLANK]."

     8.  AMENDMENT TO SECTION 8.15.  Section 8.15 of the Credit 
Agreement is hereby amended by deleting the text contained therein and 
substituting in lieu thereof the following text:

     "[INTENTIONALLY LEFT BLANK]."

     9.  COMPANY'S REPRESENTATIONS AND WARRANTIES.  The Company 
represents and warrants to the Administrative Agent, the Co-Agents, the 
Issuing Bank and the Banks that:

          (a)  the representations and warranties made by the Company in 
     the Credit Agreement and by each Obligor in each of the other Basic 
     Documents to which it is a party were true and correct when made;

          (b)  the representations and warranties made by the Company in 
     Section 7 of the Credit Agreement and by each Obligor in each of the 
     other Basic Documents to which it is a party are true and correct as of 
     the date of effectiveness of this Amendment as if made on such date (or, 
     if any such representation and warranty is expressly stated to have been 
     made as of a specific date, as of such specific date), except that, 
     solely for the purpose of this Section 9(b), (i) the representations and 
     warranties made by the Company in Section 7.02 of the Credit Agreement 
     shall be deemed to be made with respect to the most recent audited and 
     unaudited financial statements delivered by the Company pursuant to 
     Section 8.01 of the Credit Agreement, (ii) all references in Section 7 
     of the Credit Agreement to Schedule(s) I, III, V and VI to the Credit 
     Agreement shall be deemed to refer to the updated schedules attached as 
     Schedule(s) I, III, V and VI to this Amendment and (iii) all of the 
     Convertible Debentures have been redeemed or converted and none are 
     outstanding;

          (c)  upon the date of effectiveness of this Amendment no 
     Default under the Credit Agreement has occurred and is continuing;

          (d)  this Amendment constitutes the legal, valid and binding 
     obligation of the Company enforceable


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     against the Company in accordance with its terms, except as may be 
     limited by bankruptcy, insolvency, reorganization, moratorium or other 
     similar laws relating to or limiting creditors' rights generally or by 
     equitable principles relating to enforceability; and 

          (e)  none of the execution and delivery by the Company of this 
     Amendment, the execution and delivery by each Guarantor or Pledgor of each 
     Consent referred to in Section 10(b) of this Amendment, the consummation of
     the transactions contemplated by this Amendment, nor compliance with the 
     terms of the Basic Documents (as so amended and so confirmed), (A) does or 
     will (i) conflict with, violate any provision of, or require any consent 
     under, the charter or by-laws of the Company or any Active Subsidiary, (ii)
     violate any applicable Governmental Rule or conflict with, result in a 
     breach of, require any consent under or constitute a default under any 
     agreement or instrument (other than the Basic Documents) to which the 
     Company or any Active Subsidiary is a party or by which any of them or any 
     of their Property is bound or to which any of them is subject, (iii) 
     constitute a default under, or result in the acceleration or mandatory 
     prepayment of, any indebtedness evidenced by or termination of any such 
     agreement or instrument, or (iv) result in the creation or imposition of 
     any Lien upon any Property of the Company or any Active Subsidiary pursuant
     to the terms of any such agreement or instrument, in each case which 
     violation, conflict, breach, default, Lien or failure to obtain consent 
     would have a Material Adverse Effect or (B) does or will result in a breach
     of or constitute a default under the Credit Agreement or any other Basic 
     Document.

     10.  CONDITIONS TO EFFECTIVENESS.  This Amendment shall be and become 
effective upon the execution and delivery by the parties of this Amendment 
and receipt by the Administrative Agent of (a) counterparts of this Amendment 
executed by the Company, the Co-Agents and all of the Banks and (b) 
counterparts of the Consent appended hereto (the "Consent"), executed by each 
Guarantor and Pledgor.

     11.  REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT.

          (a)  Except as specifically amended by this Amendment, the Credit 
Agreement shall remain in full force and effect and is hereby ratified and 
confirmed.

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          (b)  This Amendment shall be construed as one with the Credit 
Agreement, and the Credit Agreement shall, where the context requires, be 
read and construed throughout so as to incorporate this Amendment.

     12.  ENTIRE AGREEMENT.  This Amendment, together with the Credit 
Agreement and the other Basic Documents, and the documents referred to herein 
or therein or executed in connection herewith or therewith supersede all 
prior or contemporaneous agreements and understandings, written or oral, 
among the parties with respect to the subject matter of this Amendment. No 
party shall have any duties or responsibilities except those expressly set 
forth in the Basic Documents (as from time to time amended, including by this 
Amendment).

     13.  EXPENSES, ETC.  Without limiting any provision of the Credit 
Agreement, the Company agrees to pay or reimburse each of the Banks and the 
Administrative Agent for (a) all reasonable out-of-pocket costs and expenses 
of the Administrative Agent (including the reasonable fees and expenses of 
Milbank, Tweed, Hadley & McCloy, counsel to the Banks), and reasonable costs 
and expenses of inside counsel to BofA, in connection with the negotiation, 
preparation, execution and delivery of this Amendment and (b) all other costs 
and expenses for which the Banks and the Administrative Agent are entitled to 
be reimbursed pursuant to Section 11.03 of the Credit Agreement.

     14.  SUCCESSORS AND ASSIGNS.  This Amendment shall be binding upon and 
inure to the benefit of its parties and their respective successors and 
permitted assigns.

     15.  SEVERABILITY.  Any provision of this Amendment that is prohibited 
or unenforceable in any jurisdiction shall, as to such jurisdiction, be 
ineffective to the extent of such prohibition or unenforceability without 
invalidating the remaining provisions of this Amendment, and any such 
prohibition or unenforceability in any jurisdiction shall not invalidate or 
render unenforceable such provision in any other jurisdiction.

     16.  CAPTIONS.  The captions and section headings appearing in this 
Amendment are included solely for convenience of reference and are not 
intended to affect the interpretation of any provision of this Amendment.

     17.  COUNTERPARTS.  This Amendment may be executed in any number of 
counterparts, all of which taken together shall constitute one and the same 
instrument and any of the parties to this Amendment may execute this 
Amendment by signing any such counterpart.

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     18.  GOVERNING LAW; SUBMISSION TO JURISDICTION. THIS AMENDMENT SHALL BE 
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF 
CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF 
CALIFORNIA; PROVIDED THAT THE ADMINISTRATIVE AGENT AND THE BANKS SHALL RETAIN 
ALL RIGHTS ARISING UNDER FEDERAL LAW. THE COMPANY HEREBY SUBMITS TO THE 
NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE 
NORTHERN DISTRICT OF CALIFORNIA AND OF ANY CALIFORNIA STATE COURT SITTING IN 
SAN FRANCISCO, CALIFORNIA, FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING 
OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS 
AMENDMENT. THE COMPANY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY 
APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE 
LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY 
CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN 
INCONVENIENT FORUM.

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     IN WITNESS WHEREOF, the parties have caused this Amendment to be duly 
executed and delivered as of the day and year first above written.

                                       ROBERT HALF INTERNATIONAL INC.

                                       By: /s/ M. Keith Waddell
                                          ------------------------------------
                                          Title: Sr. Vice President

                                       NATIONSBANK, N.A., as Administrative
                                       Agent, Co-Agent, Co-Arranger and a Bank

                                       By: /s/ MICHELE SHAFROTH 
                                          ------------------------------------
                                           Title: Senior Vice President


                                       BANK OF AMERICA NATIONAL TRUST AND 
                                       SAVINGS ASSOCIATION, as Co-Agent, 
                                       Co-Arranger and a Bank

                                       By: /s/ CHRIS  GIANNOTTI
                                          ------------------------------------
                                           Title: Vice President


                                       UNION BANK OF CALIFORNIA, as a Bank
 
                                       By: /s/ RUSSELL A. COLOMBO
                                          ------------------------------------
                                           Title: Vice President


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