ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Legally Authorized Indemnification. Under the Company's articles, bylaws, and Georgia law, the Company may indemnify (or obligate itself to indemnify, pursuant to an agreement or otherwise) a director or officer for any liability or expenses incurred in any of several types of legal proceedings and lawsuits, whether threatened, pending or completed; whether civil, criminal, administrative, arbitrative, or investigative; and whether formal or informal.

However, the Company may not indemnify any director or officer who has been adjudged liable or is subjected to injunctive relief for any of the following:

o misappropriation of a business opportunity;
o intentional misconduct or a knowing violation of law;
o receipt of an improper personal benefit; or
o an unlawful distribution to shareholders (meaning a dividend or other distribution that violates the Company's articles and/or certain capitalization requirements of Georgia law).

Advancement or reimbursement of expenses prior to a final disposition requires a written affirmation that the foregoing criteria were met and an undertaking to repay any advances if it is ultimately determined that the criteria were not met.

Legally Required Indemnification. Georgia law requires the Company to indemnify any director who was wholly successful in defense of the proceeding for his or her reasonable expenses incurred. The Company's bylaws also require indemnification of officers and directors under these circumstances.

Indemnification Provided by Bylaws. The Company's bylaws require PRG-Schultz to indemnify its directors and officers against liability incurred in the defense of any proceeding, to which he or she was made a party by reason of the fact that he or she is or was a director or officer of PRG-Schultz, if he or she acted in a manner he or she believed in good faith to be in, or not opposed to, the best interest of PRG-Schultz, and with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. PRG-Schultz is also required to provide advances of expenses incurred by a director or officer in defending such proceeding upon receipt of a written affirmation of such officer or director that he or she has met certain standards of conduct and an undertaking by or on behalf of such officer or director to repay such advances if it is ultimately determined that he or she is not entitled to indemnification by PRG-Schultz.

Indemnification required under the bylaws does not cover:

o proceedings by (or in the right of) the Company for which he or she was adjudged liable; or

o proceedings in which he or she was held liable for improper receipt of a personal benefit.

However, because the indemnification required by the bylaws is nonexclusive, the foregoing limitation does not prevent the Company from indemnifying an officer or director for any liabilities other than those specifically prohibited by Georgia law, as discussed above under "-Legally Authorized Indemnification."

Indemnification Agreements. PRG-Schultz has entered into indemnification agreements with each of its directors and certain executive officers ("Indemnitees"). Pursuant to such agreements, subject to the restrictions on indemnification imposed by Georgia law discussed above, under "-Legally Authorized Indemnification," PRG-Schultz is required to indemnify each Indemnitee whenever he or she is or was a party or is threatened to be made a party to any proceeding (including without limitation any such proceeding brought by or in the right of PRG-Schultz), because he or she is or was a director or officer of PRG-Schultz (or because he or she is or was serving at the request of PRG-Schultz in any of specified capacities for some other entity), or because of anything done or not done by the Indemnitee in such capacity, against expenses and liabilities (including the costs of any investigation, defense, settlement or appeal) actually and reasonably incurred by the Indemnitee or on his or her behalf in connection with such proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of PRG-Schultz, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that an Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of PRG-Schultz, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. The agreements also provide that under certain circumstances all reasonable expenses incurred by or on behalf of such Indemnitee shall be advanced from time to time by PRG-Schultz to the Indemnitee within a specified period after PRG-Schultz's receipt of a written request for an advance of expenses by such Indemnitee, whether prior to or after final disposition of a proceeding.

Indemnification for Securities Law Liabilities. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "1933 Act") may be permitted to directors, officers or persons controlling PRG-Schultz pursuant to the foregoing provisions of the Georgia Business Corporation Code and PRG-Schultz's articles of incorporation and bylaws, PRG-Schultz has been informed that indemnification is considered by the Commission to be against public policy and therefore unenforceable.

D&O Insurance. PRG-Schultz currently maintains an insurance policy which insures the directors and officers of PRG-Schultz against certain liabilities, including certain liabilities under the 1933 Act.

Indemnification under Stock Incentive Plan. Pursuant to PRG-Schultz's Stock Incentive Plan (the "Plan"), in addition to such other rights of indemnification that they may have as directors of PRG-Schultz or as members of the Compensation Committee of the Board of Directors of PRG-Schultz (the "Committee"), and subject to applicable restrictions under Georgia law as described above under "-Legally Authorized Indemnification," the members of the Committee shall be indemnified by PRG-Schultz against the reasonable expenses, including attorneys' fees actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal thereof, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any option granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by PRG-Schultz) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Committee member is liable for negligence or misconduct in the performance of his or her duties.

Elimination of Monetary Liability of Directors. Under the Company's articles of incorporation, directors cannot be held personally liable to the Company or its shareholders for monetary damages, except liability for:

o misappropriation of a business opportunity;

o intentional misconduct or a knowing violation of law;

o receipt of an improper personal benefit; or

o an unlawful distribution to shareholders (meaning a dividend or other distribution that violates the Company's articles and/or certain capitalization requirements of Georgia law).

ITEM 8.           EXHIBITS

EXHIBIT
NUMBER         DESCRIPTION

3.1            Restated    Articles   of   Incorporation   of   the   Registrant
               (incorporated  by  reference  to Exhibit 3.1 to the  Registrant's
               Form 8-K filed on August 17, 2006).

3.2            Amended and Restated  Bylaws of the Registrant  (incorporated  by
               reference  to Exhibit 3.2 to the  Registrant's  Form 10-Q for the
               quarter ended September 30, 2005).

4.1*           Specimen Common Stock Certificate.

4.2            See  Restated   Articles  of  Incorporation  and  Bylaws  of  the
               Registrant, filed as Exhibits 3.1 and 3.2, respectively.

4.3            Shareholder  Protection Rights  Agreement,  dated as of August 9,
               2000,  between the Registrant and Rights Agent,  effective May 1,
               2002   (incorporated   by   reference   to  Exhibit  4.3  to  the
               Registrant's  Form 10-Q for the  quarterly  period ended June 30,
               2002).

4.4            Indenture  dated November 26, 2001 by and between  Registrant and
               Sun Trust Bank  (incorporated  by  reference  to  Exhibit  4.3 to
               Registrant's  Registration  Statement  No.  333-76018 on Form S-3
               filed December 27, 2001).

4.5            First Amendment to Shareholder Protection Rights Agreement, dated
               as of March 12,  2002,  between the  Registrant  and Rights Agent
               (incorporated  by  reference  to Exhibit 4.3 to the  Registrant's
               Form 10-Q for the quarterly period ended September 30, 2002).

4.6            Second  Amendment to  Shareholder  Protection  Rights  Agreement,
               dated as of August 16, 2002,  between the  Registrant  and Rights
               Agent   (incorporated   by   reference  to  Exhibit  4.3  to  the
               Registrant's  Form 10-Q for the quarterly  period ended September
               30, 2002).

4.7            Third Amendment to Shareholder Protection Rights Agreement, dated
               as of November 7, 2005,  between the  Registrant and Rights Agent
               (incorporated  by  reference  to Exhibit 4.1 to the  Registrant's
               Form 8-K filed on November 14, 2005).

4.8            Fourth  Amendment to  Shareholder  Protection  Rights  Agreement,
               dated as of November 14, 2006,  between the Registrant and Rights
               Agent   (incorporated   by   reference  to  Exhibit  4.1  to  the
               Registrant's Form 8-K filed on November 30, 2005).

4.9            Fifth Amendment to Shareholder Protection Rights Agreement, dated
               as of March 16,  2006,  between the  Registrant  and Rights Agent
               (incorporated  by  reference  to Exhibit 4.9 to the  Registrant's
               Annual Report on Form 10-K for the year ended December 31, 2005).

4.10           Indenture  dated as of March 17,  2006  governing  the 10% Senior
               Convertible   Notes  due  2011,   with  Form  of  Note   appended
               (incorporated  by  reference  to Exhibit 4.1 to the  Registrant's
               Current Report on Form 8-K filed on March 23, 2006).

4.11           Indenture  dated as of March 17,  2006  governing  the 11% Senior
               Notes  due  2011,  with Form of Note  appended  (incorporated  by
               reference to Exhibit 4.2 to the  Registrant's  Current  Report on
               Form 8-K filed on March 23, 2006).

5*             Opinion of Arnall Golden Gregory LLP

23.1*          Consent of KPMG LLP

23.2*          Consent  of Arnall  Golden  Gregory  LLP  (included  in Exhibit 5
               hereto)

24.1*          Power of Attorney (included as part of the signature page hereto)

99.1           PRG-Schultz   International,   Inc.  Management   Incentive  Plan
               (incorporated  by  reference  to  Appendix A to the  Registrant's
               Definitive Proxy Statement filed on July 5, 2006).

99.2           Form  of  Performance  Unit  Grant  Agreement   (incorporated  by
               reference  to  Appendix B to the  Registrant's  Definitive  Proxy
               Statement filed on July 5, 2006).


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* Filed herewith.