AMENDED AND RESTATED DEFERRED COMPENSATION PLAN OF ROBERT HALF INTERNATIONAL INC.

EXHIBIT 10.4

AMENDED AND RESTATED

DEFERRED COMPENSATION PLAN

OF

ROBERT HALF INTERNATIONAL INC.

(As Amended and Restated Effective July 29, 2008)

1. DEFINITIONS .

As used in this Plan, the following terms have the meanings set forth below:

1.1 Administrator means a committee appointed by the Board and composed of independent members of the Board who are not employees of the Company.

1.2 Board means the Board of Directors of the Company.

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

1.4 Company means Robert Half International Inc.

1.5 KERP means the Company’s Key Executive Retirement Plan—Level II that was previously maintained for the Participant until it was merged into this Plan effective October 1, 2006.

1.6 Participant means the individual who was the Company’s Chief Executive Officer as of October 1, 2006.

1.7 Plan means this Amended and Restated Deferred Compensation Plan.

1.8 Restated Retirement Agreement means the retirement agreement, as amended effective October 1, 2006, that was entered into by and between the Company and the Participant pursuant to the KERP.

1.9 Trust Agreement means the Amended and Restated Trust Agreement under the Robert Half International Inc. Amended and Restated Deferred Compensation Plan between the Company and U.S. Trust Company of California, N.A., effective October 1, 2006.

2. PURPOSE OF THE PLAN . The purpose of the Plan is to retain and reward the Participant by offering flexible compensation opportunities and to incentivize the Participant to remain with the Company until retirement. Effective as of October 1, 2006, the KERP merged into this Plan and the Company’s obligation to the Participant under the KERP and Restated Retirement Agreement will instead entirely be satisfied through this Plan. Effective January 1, 2005 and to the extent applicable, the Plan is intended to satisfy the requirements of, and shall be implemented and administered in a manner consistent with, Section 409A of the Code.

3. ADMINISTRATION . The Administrator shall have full power to interpret, construe and administer the Plan, except as otherwise provided in the Plan. The expense of administering the Plan shall be borne by the Company and shall not be charged against benefits payable hereunder.

4. ELIGIBILITY AND PARTICIPATION . The Plan will cover the Participant. The fact that the Participant is also a director of the Company or a subsidiary shall not prevent his participation.

5. DEFERRED COMPENSATION FORMULA . The amount of deferred compensation that the Participant will be allocated under the Plan for each calendar year of participation shall be based on a percentage of the Participant’s total annual base salary and annual cash bonus income payable to the Participant for services rendered during such calendar year and the performance of the Company as compared to the goal for the year established by the Board according to the following schedule:

The Company goal for each year will be established by the Compensation Committee of the Board. Such allocation shall be deemed to have been made, for all purposes relating to this Plan, as of the first business day of the year following the year with respect to which the deferred compensation has been earned. Calculation and allocation of deferred compensation pursuant to the above formula shall be completed within 105 days following year end.

6. SEPARATE ACCOUNTS . The Administrator shall maintain an individual account under the name of the Participant (the “First Account”). The First Account shall be adjusted to reflect deferred compensation credited under Section 5 through December 31, 2004, interest credited on such amounts and any distribution of such amounts hereunder. Effective January 1, 2005, the First Account shall cease to be credited with deferred compensation allocations under Section 5 although the First Account will continue to be adjusted for interest crediting and distributions.

Effective January 1, 2005, the Administrator shall maintain an additional individual account, separate and apart from the First Account, under the name of the Participant (the “Second Account”). The Second Account shall be adjusted to reflect deferred compensation credited under Section 5 on or after January 1, 2005, interest credited on such amounts and any distribution of such amounts hereunder.

Effective October 1, 2006, the Administrator shall establish and maintain an additional individual account, separate and apart from the First Account and Second Account, under the name of the Participant (the “KERP Account”). On October 1, 2006, the KERP Account shall be credited with a starting bookkeeping balance that is equal to the “Converted Lump Sum Amount” (as defined under the Restated Retirement Agreement) and such starting balance shall be $48,981,459. The KERP Account shall be adjusted to reflect interest crediting and any distributions. The KERP Account shall not be credited with any deferred compensation allocations that is provided to the other individual accounts pursuant to Section 5.

The First Account, Second Account and KERP Account shall each separately be adjusted on the last day of each calendar quarter to reflect interest accrued on the balance of such accounts as of the last day of the previous calendar quarter, including any amount of deferred compensation and interest which accrued before the end of such previous calendar quarter. In addition, for the calendar year ending December 31, 2006, the KERP Account shall be adjusted on December 31, 2006 to reflect interest accrued on the balance of such account as of October 1, 2006.

The establishment and maintenance of the foregoing separate individual accounts for the Participant shall not be construed as giving the Participant any interest in any assets of the Company or any right to payment other than as provided hereunder or any right to participate hereunder in future years of employment. Such individual accounts shall be unfunded and maintained only for bookkeeping convenience.

Interest credited for a calendar quarter shall be at a rate equal to the 10+ Year High Quality yield for the valuation reporting date which coincides with or immediately precedes the last day of such calendar quarter as expressed in the Merrill Lynch Bond Index reported by The Wall Street Journal .

7. VESTING . The Participant’s interest under the Plan, including future crediting of deferred compensation and/or interest, is vested and nonforfeitable hereunder.

8. TIME OF DISTRIBUTION . Subject to Section 9, no amount shall be payable hereunder until the first to occur of the following events:

(a) The date of the Participant’s disability determined by the Administrator in accordance with Section 409A of the Code and applicable guidance and Treasury regulations promulgated thereunder;

(b) The Participant’s death; or

(c) The date of the Participant’s separation from service (notwithstanding Participant’s entering into a Part-Time Employment Agreement), determined by the Administrator in accordance with Section 409A of the Code and applicable guidance and Treasury regulations promulgated thereunder.

All vested amounts will be valued and paid within 30 days following the occurrence of any such event; provided, however, that amounts in the Second Account and KERP Account that are payable upon a separation from service shall be valued and paid (to the extent required by Section 409A of the Code) 6 months following such separation from service (and both such accounts shall continue to accrue interest during such 6 month period). If distribution occurs within 105 days after the end of any calendar year and, as a result, the Participant’s accounts do not include the amount allocable to the prior year, a pro-rata amount (based on the Participant’s method of distribution) of the vested portion of such prior year amount will be paid to the Participant promptly following its calculation pursuant to the Plan and in no event later than March 15 of the following year.

9. FINANCIAL NECESSITY DISTRIBUTIONS . Notwithstanding Section 8, the Administrator may direct payment of all or any portion of amounts credited to the Participant’s accounts prio