exv4w11






Exhibit 4.11




AMENDMENT NO. 8 TO RIGHTS AGREEMENT




THIS
AMENDMENT NO. 8 (“Amendment 8”) is entered into as of the
10th day of May, 2010 by and among
SFN GROUP, INC., a Delaware corporation (formerly known as Interim Services Inc. and Spherion
Corporation) (the “COMPANY”), and THE BANK OF NEW YORK MELLON, a New York banking corporation
(“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 (“Boatmen’s”) 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 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 entered into that certain Amendment No. 6 to Rights Agreement dated
December 1, 2003, whereby the Rights Agreement was amended to establish periodic review by the TIDE
Committee and to change the Purchase Price.



     H. The Company and BONY entered into that certain Amendment No. 7 to Rights Agreement dated
September 9, 2009 (“Amendment No. 7”), whereby the Rights Agreement was amended to help preserve
under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), the value of the
net operating loss benefits and other deferred tax assets of the Company.



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     I. Pursuant to Section 27 of the Rights Agreement, the Company wishes 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)     Paragraph 23 of Amendment 7 is hereby amended and restated to read as follows:




The terms and provision of this Amendment 7 shall terminate and be of no further force and
effect on the earliest of (i) the Expiration Date, (ii) September 9, 2012, (iii) the repeal
of Section 382 of the Code if the Board of Directors of the Company determines that this
Amendment 7 is no longer necessary to serve the Amendment 7 Purpose, (iv) the beginning of a
taxable year of the Company to which the Board of Directors of the Company determines that
no Tax Benefits may be carried forward and in which no net unrealized built-in loss may be
recognized, or (v) September 1, 2010 if stockholder approval has not been obtained for
Amendment 7, as amended by this Amendment 8, prior to such date; provided, however, that
those terms and provision of this Amendment 7 that affect the rights, duties, obligations or
immunities of the Rights Agent shall remain in full force and effect in the event Amendment
7 terminates before the Expiration Date or the Final Expiration Date pursuant to clause
(ii), (iii), (iv), or (v) of this paragraph 23. In the event Amendment 7 terminates before
the Expiration Date or September 9, 2012 pursuant to clause (iii), (iv), or (v) of this
paragraph 23, the Rights Agreement shall remain in effect and revert to its form before the
enactment of this Amendment 7 (other than those terms and provision of this Amendment 7 that
affect the rights, duties, obligations or immunities of the Rights Agent, which shall remain
in full force and effect after such a termination). The Company shall provide the Rights
Agent with advance written notice of the termination of this Amendment 7.



(2)     The undersigned, as an appropriate officer of the Company, hereby (i) certifies pursuant to
Section 27 of the Rights Agreement that this Amendment 8 is in compliance with the terms of Section
27 of the Rights Agreement and (ii) instructs the Rights Agent to execute and deliver this
Amendment 8.



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



(4)     This Amendment 8 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 8 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. 8 to Rights Agreement to
be duly executed, effective as of the date first above written.





	 	 	 	 	 
	SFN GROUP, INC. 

 	 
	By:  	/s/
Roy G. Krause
 	 
	 	Name:  	Roy G. Krause 	 
	 	Title:  	President & CEO	 
	 






	 	 	 	 	 
	THE BANK OF NEW YORK MELLON, as Rights Agent

 	 
	By:  	/s/
Margaret B. Lloyd 	 
	 	Name:  	Margaret B. Lloyd 	 
	 	Title:  	Vice President 	 
	 








 





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