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                                 DESCRIPTION OF
                 THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.
                            EXECUTIVE INCENTIVE PLAN

GENERAL

         The Profit Recovery Group International, Inc. (the "Company") Executive
Incentive Plan for its senior executives was approved at an Annual Meeting of
Stockholders on June 15, 1998, and is effective as of January 1, 1999. Rather
than specifying a formula for determining the relative weights of performance
criteria used to determine incentive amounts, the Executive Incentive Plan
enables the Subcommittee (as defined below), no later than 90 days after the
beginning of each fiscal year, to establish an incentive program within the
general parameters of the Executive Incentive Plan, which program may change
from year to year as the Subcommittee determines necessary to best meet the
Company's needs within the confines of the Executive Incentive Plan. Set forth
below is a summary of the material features of the Company's Executive Incentive
Plan which is currently not evidenced by a written plan.

ADMINISTRATION

         The Executive Incentive Plan will be administered by the Subcommittee
of the Company's Compensation Committee, consisting of at least two directors,
each of whom is an "outside" director as such term is defined in the regulations
promulgated pursuant to Section 162(m) of the Internal Revenue Code of 1986 as 
amended.

PARTICIPANTS

The Executive Incentive Plan provides for participation by senior executives of
the Company, as determined by the Subcommittee, which determination is made
prior to the start of each fiscal year. Currently, eight executives would be
eligible for selection by the Subcommittee for participation in the Executive
Incentive Plan, including the Chief Executive Officer and each of the Named
Executives. To the extent that these executives do not participate in the
Executive Incentive Plan, they will be eligible to participate in the Company's
existing Management and Professional Incentive Plan.

METHOD OF OPERATION

         No later than 90 days after the beginning of each fiscal year, the
Subcommittee, after consulting with the Company's Chief Executive Officer and
its Senior Vice President -- Human Resources, will determine the performance
criteria from those listed below which will be applicable to each participant
for such fiscal year, the maximum incentive which such participant may obtain,
and the relative weight of each of the performance criteria which are applied.
The performance criteria to be applied may include any combination of the
following and may vary from participant to participant: (a) increases in
quarterly and annual earnings per share of the Company, (b) increases in
quarterly and annual revenues of the Company, (c) increases in quarterly and
annual operating profit of the Company, (d) increases in quarterly and annual
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revenues generated from various industry segments, (e) quarterly and annual
revenues derived from specified territories or clients, (f) increases in
quarterly and annual cash receipts derived from specified territories or
clients, (g) increases in quarterly and annual gross profits derived from
specified territories or clients, (h) control of expenses in various functional
areas, and (i) individual objectives based on quantitative goals set by the
participant and the Subcommittee. The annual incentives set for each participant
contain threshold targets for each incentive component to ensure that no annual
incentive compensation is earned for substandard performance. All incentives
under the Executive Incentive Plan will be paid within 60 days following the end
of the period with respect to which they are calculated.

MAXIMUM ANNUAL COMPENSATION

         No participant in the Executive Incentive Plan may receive an incentive
with respect to any fiscal year which is in excess of 1% of the Company's gross
revenues during such year.

AMENDMENTS

         The Executive Incentive Plan may be amended by the Board of Directors;
however once the Subcommittee has set performance goals and incentive targets
with respect to a participant for a specific fiscal year, such goals and targets
may not be amended in any manner which would increase the amount of the
incentive payable to the participant, and such goals or targets may not be
waived or decreased.