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Exhibit 4.14  


 
 
 

AMENDMENT NO. 6 TO RIGHTS AGREEMENT    
    


        THIS AMENDMENT NO. 6 is entered into as of the 1st day of December, 2003 by and among SPHERION CORPORATION, a Delaware corporation (formerly known as Interim
Services Inc.) (the "COMPANY"), and BANK OF NEW YORK, a New York trust company ("BONY"), and amends that certain Rights Agreement, dated March 17, 1994, as amended, entered into by the
Company and Boatmen's Trust Company (the "RIGHTS AGREEMENT"). 


RECITALS  


	A.
	Pursuant
to the Rights Agreement dated March 17, 1994, the Company appointed Boatmen's Trust Company as the initial Rights Agent to act as agent for the Company and the holders
of the Rights in accordance with the terms and conditions of the Rights Agreement.



	B.
	The
Company, Boatmen's Trust Company and ChaseMellon Shareholder Services, L.L.C., a New York limited liability company ("CHASE"), entered into that certain Amendment No. 1 to
Rights Agreement dated June 26, 1996 whereby the Company removed Boatmen's as Rights Agent and appointed CHASE as Successor Rights Agent in accordance with the terms and conditions of the
Rights Agreement.



	C.
	The
Company and CHASE entered into that certain Amendment No. 2 to Rights Agreement dated February 25, 1997, whereby certain additional provisions of the Rights Agreement
were amended.



	D.
	The
Company and CHASE entered into that certain Amendment No. 3 to Rights Agreement dated January 20, 1998, whereby the Company increased the Purchase Price as
established in the Rights Agreement.



	E.
	The
Company and CHASE entered into that certain Amendment No. 4 to Rights Agreement dated November 21, 2000, whereby the Company removed CHASE as rights agent and
appointed BONY Successor Rights Agent in accordance with the terms and conditions of the Rights Agreement.



	F.
	The
Company and BONY entered into that certain Amendment No. 5 to Rights Agreement dated March 23, 2001, whereby the Rights Agreement was amended to reflect the change in
the Company's name from Interim Services Inc. to Spherion Corporation.



	G.
	The
Company and BONY now wish to further amend the Rights Agreement, as provided herein. 


AGREEMENT  


        NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and in the Rights Agreement, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the Rights Agent hereby agree as follows: 


        (1)   Pursuant
to this Amendment No. 6, Section 1 is hereby further amended (i) by re-lettering former Subsection (h) as Subsection
(i), (ii) by re-lettering former Subsection (i) as Subsection (j), (iii) by re-lettering former Subsection (j) as Subsection (k), (iv) by
re-lettering former Subsection (k) as Subsection (l), (v) by re-lettering former Subsection (l) as Subsection (m), and (vi) by
re-lettering former Subsection (m) as Subsection (o). 



        (2)   Section 1
of the Rights Agreement is hereby amended by adding a new Subsection (h) as follows: 





	(h)
	"Independent
Director" means a member of the Board of Directors of the Company, (i) who is not, and during the past three years has not been, an officer or employee of the Company,
and (ii) who is not (A) an Acquiring Person or an Affiliate or 








 




Associate
of an Acquiring Person or (B) a Person who shall have made a proposal to the Company or its shareholders, or taken any other action that, if effective, could cause such Person to become an
Acquiring Person hereunder, or an Affiliate or Associate of such Person. 







        (3)   Section 1
of the Rights Agreement is hereby further amended by inserting the following new Subsection (n) before the amended Subsection (o): 





	(n)
	"TIDE
Committee" shall mean the committee comprised of Independent Directors selected by the Board of Directors as set forth in Section 23 hereof. 






        (4)   Section 7(a)(i) of
the Rights Agreement is hereby amended by deleting the year "2004" in the first line of such Section and substituting in place thereof
the year "2014". 


        (5)   Section 7(b)
of the Rights Agreement is hereby amended by deleting the amount "$150.00" and substituting in place thereof "$55.00". 


        (6)   Section 23
of the Rights Agreement is hereby amended by adding new Subsections (e) and (f) at the end thereof as follows: 





	(e)
	It
is understood that the TIDE Committee (as provided below) of the Board of Directors shall review and evaluate this Agreement to determine whether the maintenance of this Agreement
continues to be in the interests of the Company, its shareholders and any other relevant constituencies of the Company, at least once in every three-year period beginning after
December 1, 2003. Following each such review, the TIDE Committee will communicate its conclusions to the full Board of Directors, including any recommendation in light thereof as to whether
this Agreement should be modified or the Rights should be terminated. The TIDE Committee shall be comprised of Independent Directors selected by the Board of Directors.



	(f)
	The
TIDE Committee shall have the power to set their own agenda and to retain at the expense of the Company their choice of legal counsel, investment bankers and/or other advisors.
The TIDE Committee shall have the authority to review all information of the Company and to consider any and all factors they deem relevant to an evaluation of whether to maintain or modify this
Agreement or terminate the Rights. 






        (7)   In
all other respects, except as herein stated, the Rights Agreement, as previously amended, shall remain in full force and effect. 



        (8)   This
Amendment No. 6 may be executed in counterparts, each of which shall constitute an original, and both of which shall together constitute but one and the same
instrument. Capitalized terms not defined herein shall, unless the context otherwise requires, have the meanings assigned to such terms in the Rights Agreement. The preamble and recitals hereto are
hereby incorporated into this Amendment No. 6 and made a part hereof. 


(The remainder of this page is intentionally left blank.) 


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        IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 6 to Rights Agreement to be duly executed, effective as of the date first above written. 



	

SPHERION CORPORATION	
 	

BANK OF NEW YORK
	

By:	

/s/  Lisa G. Iglesias      
	
 	

By:	

/s/  Luis C. Ortiz      

	Name:	Lisa G. Iglesias
	 	Name:	Luis C. Ortiz

	Title:	Senior VP, General Counsel & Secretary
	 	Title:	Vice President





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AMENDMENT NO. 6 TO RIGHTS AGREEMENT