**Exhibit10.58**

**RESTATEDCHANGE IN CONTROL AGREEMENT*(as amended through March 9, 2005)**

THIS AGREEMENT, dated as of the [SEE ATTACHED SCHEDULEA], is by and between SPHERION CORPORATION, a Delaware corporation (hereinafterreferred to as the “Company”), and [SEE ATTACHED SCHEDULE A] (hereinafterthe “Executive”).

RECITALS

A.            The Board of Directorsof the Company (the “Board”) considers it essential to the bestinterests of the Company and its stockholders that its key management personnelbe encouraged to remain with the Company and its subsidiaries and to continueto devote full attention to the Company’s business in the event that any thirdperson expresses its intention to complete a possible business combination withthe Company, or in taking any other action which could result in a “Changein Control” (as defined herein) of the Company. In this connection, theBoard recognizes that the possibility of a Change in Control and theuncertainty and questions which it may raise among management may result in thedeparture or distraction of key management personnel to the detriment of theCompany and its stockholders. The Board has determined that appropriate stepsshould be taken to reinforce and encourage the continued attention anddedication of key members of the Company’s management to their assigned dutieswithout distraction in the face of the potentially disturbing circumstancesarising from the possibility of a Change in Control of the Company.

B.            TheExecutive currently serves as the Company’s [SEE ATTACHED SCHEDULE A], and[her/his] services and knowledge are valuable to the Company in connection withthe management of its business.

C.            TheBoard believes the Executive has made and is expected to continue to makevaluable contributions to the productivity and profitability of the Company andits subsidiaries. Should the Company receive a proposal from a third personconcerning a possible business combination or any other action which couldresult in a Change in Control, in addition to the Executive’s regular duties,the Executive may be called upon to assist in the assessment of such proposal,advise management and the Board as to whether such proposal would be in thebest interests of the Company and its stockholders, and to take such otheractions as the Board might determine to be necessary or appropriate.

D.            Shouldthe Company receive any proposal from a third person concerning a possiblebusiness combination or any other action which could result in a change incontrol of the Company, the Board believes it imperative that the Company andthe Board be able to rely upon the Executive to continue in [her/his] position,and that the Company and the Board be able to receive and rely upon [her/his]advice, if so requested, as to the best interests of the Company and itsstockholders without concern that [she/he] might be distracted by the personaluncertainties and risks created by such a proposal, and to encourage Executive’sfull attention and dedication to the Company.

**[**E.           The Company and the Executive are parties tothat certain Change in

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Control Agreementdated [SEE ATTACHED SCHEDULE A] (the “Prior CIC Agreement”).

F.             The Company and theExecutive desire to terminate the Prior CIC Agreement (and any predecessorchange in control agreements) and to enter into this Agreement, whichsupercedes the Prior CIC Agreement, upon the terms and subject to theconditions hereinafter set forth.**]**

TERMS AND CONDITIONS

NOW, THEREFORE, to assurethe Company and its subsidiaries that it will have the continued, undivided attention,dedication and services of the Executive and the availability of the Executive’sadvice and counsel notwithstanding the possibility, threat or occurrence of aChange in Control of the Company, and to induce the Executive to remain in theemploy of the Company and its subsidiaries, and for other good and valuableconsideration, the adequacy and sufficiency of which are hereby acknowledged,the Company and the Executive agree as follows.

1.             Change in Control. (*Amended March 9, 2005*)For purposes of this Agreement, a “Change in Control” of the Companyshall be deemed to have occurred upon any of the following events as such aredefined in Section 409A of the Internal Revenue Code of 1986, as amended: (i) achange in the ownership of the Company; (ii) a change in effective control ofthe Company; or (iii) a change in the ownership of a substantial portion of theassets of the Company.”

2.             Adjustmentof Benefits upon Change in Control

(a)           The Company agrees that the CompensationCommittee of the Board, or such other committee succeeding to such committee’sresponsibilities with respect to executive compensation (collectively, the “CompensationCommittee”) may make such equitable adjustments to any performance targetscontained in any awards under the Company’s current incentive compensationplans, or any additional or successor plan in which the Executive is aparticipant (collectively, the “Incentive Plans”), as the CompensationCommittee determines may be appropriate to eliminate any negative effects from anytransactions relating to a Change in Control (such as costs or expensesassociated with the transaction or any related transaction, including, withoutlimitation, any reorganizations, divestitures, recapitalizations or borrowings,or changes in targets or measures to reflect the disruption of the business,etc.), in order to preserve reward opportunities and performance objectives.

(b)           In the case of a Change in Control, allrestrictions and conditions applicable to any awards of restricted stock or thevesting of stock options or other awards granted to the Executive under theCompany’s 2000 Stock Incentive Plan, Deferred Stock Plan, any similar,predecessor or successor plan, or otherwise shall be deemed to have beensatisfied as of the date the Change in Control occurs, and this Agreement shallbe deemed to amend any agreements evidencing such awards to reflect thisprovision.

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3.             Termination Following Change in Control

(a)           The Executive’s employment may be terminated for any reason by theCompany following a Change in Control of the Company. If the Executive’semployment is terminated by the Company for any reason other than for thereasons set forth in subparagraphs (i), (ii), (iii), (iv) or (v) below withintwo years following a Change in Control, then the Executive shall be entitledto the benefits set forth in this Agreement in lieu of any termination,separation, severance or similar benefits under the Executive’s EmploymentAgreement, if any, or under the Company’s termination, separation, severance orsimilar plans or policies, if any. If the Executive’s employment is terminatedfor any of the reasons set forth in subparagraphs (i), (ii), (iii), (iv) or (v)below, then the Executive shall not be entitled to any termination, separation,severance or similar benefits under this Agreement, and the Executive shall beentitled to benefits under the Executive’s Employment Agreement, if any, orunder the Company’s termination, separation, severance or similar plans orpolicies, if any, only in accordance with the terms of such EmploymentAgreement, or such plans or policies.

(i)            termination by reason of the Executive’s death, providedthe Executive has not previously given a “Notice of Termination”pursuant to Section 4;

(ii)           termination by reason of the Executive’s “Disability,”provided the Executive has not previously given a “Notice ofTermination” pursuant to Section 4;

(iii)          termination by reason of “retirement” ator after age 65, provided the Executive has not previously given “Noticeof Termination” pursuant to Section 4;

(iv)          termination by the Company for “Cause;” or

(v)           voluntary termination by the Executive (otherthan for “Good Reason” as provided in section 3(b) below).

Forthe purposes of this Agreement, “Disability” shall be defined as the Executive’sinability by reason of illness or other physical or mental disability toperform the principal duties required by the position held by the Executive atthe inception of such illness or disability for any consecutive 180-day period.A determination of disability shall be subject to the certification of aqualified medical doctor agreed to by the Company and the Executive or, in theExecutive’s incapacity to designate a doctor, the Executive’s legalrepresentative. If the Company and the Executive cannot agree on thedesignation of a doctor, each party shall nominate a qualified medical doctorand the two doctors shall select a third doctor and the third doctor shall makethe determination as to disability.

Forpurposes of this Agreement, “retirement” shall mean the Company’stermination of the Executive’s employment at or after the date on which theExecutive attains age 65.

Forpurposes of this Agreement, “Cause” shall mean one or more of thefollowing:

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(I)            the material violationof any of the terms and conditions of this Agreement or any written agreementsthe Executive may from time to time have with the Company (after 30 daysfollowing written notice from the Board specifying such material violation andExecutive’s failure to cure or remedy such material violation within such30-day period);

(II)           inattention to orfailure to perform Executive’s assigned duties and responsibilities competentlyfor any reason other than due to Disability (after 30 days following writtennotice from the Board specifying such inattention or failure, and Executive’sfailure to cure or remedy such inattention or failure within such 30-dayperiod);

(III)         engaging in activities orconduct injurious to the reputation of the Company or its affiliates including,without limitation, engaging in immoral acts which become public information orrepeatedly conveying to one person, or conveying to an assembled public group,negative information concerning the Company or its affiliates;

(IV)         commission of an act ofdishonesty, including, but not limited to, misappropriation of funds or anyproperty of the Company;

(V)           commission by theExecutive of an act which constitutes a misdemeanor (involving an act of moralturpitude) or a felony;

(VI)         the material violation ofany of the written Policies of the Company which are not inconsistent with thisAgreement or applicable law (after 30 days following written notice fromthe Board specifying such failure, and the Executive’s failure to cure orremedy such inattention or failure within such 30-day period);

(VII)        refusal to perform theExecutive’s assigned duties and responsibilities or other insubordination(after 30 days following written notice from the Board specifying such refusalor insubordination, and the Executive’s failure to cure or remedy such refusalor insubordination within such 30-day period); or

(VIII)       unsatisfactory performanceof duties by the Executive as a result of alcohol or drug use by the Executive.

(b)           The Executive may terminate [her/his] employmentwith the Company following a Change in Control of the Company for “GoodReason” by giving Notice of Termination at any time within two years afterthe Change in Control. Any failure by the Executive to give such immediatenotice of termination for Good Reason shall not be deemed to constitute awaiver or otherwise to affect adversely the rights of the Executive hereunder, providedthe Executive gives notice to receive such benefits prior to the expiration ofsuch two year period. If the Executive terminates [her/his] employment asprovided in this Section 3(b), then the Executive shall be entitled to thebenefits set forth in this Agreement in lieu of any termination, separation,severance or similar benefits under the Executive’s Employment Agreement, ifany, or under the Company’s termination, separation, severance or similar plansor policies, if any.

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Forpurposes of this Agreement, “Good Reason” shall mean the occurrence ofany one or more of the following events:

(I)            The assignment to the Executive of any dutiesinconsistent in any material adverse respect with [her/his] position, authorityor responsibilities with the Company and its subsidiaries immediately prior tothe Change in Control, or any other material adverse change in such position,including titles, authority, or responsibilities, as compared with theExecutive’s position immediately prior to the Change in Control;

(II)           A reduction by the Company in the amount of theExecutive’s base salary or annual or long term incentive compensation paid orpayable as compared to that which was paid or made available to Executiveimmediately prior to the Change in Control; or the failure of the Company toincrease Executive’s compensation each year by an amount which is substantiallythe same, on a percentage basis, as the average annual percentage increase inthe base salaries of other executives of comparable status with the Company;

(III)         The failure by the Company to continue to providethe Executive with substantially similar perquisites or benefits the Executivein the aggregate enjoyed under the Company’s benefit programs, such as any ofthe Company’s pension, savings, vacation, life insurance, medical, health andaccident, or disability plans in which [she/he] was participating at the timeof the Change in Control (or, alternatively, if such plans are amended,modified or discontinued, substantially similar equivalent benefits thereto,when considered in the aggregate), or the taking of any action by the Companywhich would directly or indirectly cause such benefits to be no longersubstantially equivalent, when considered in the aggregate, to the benefits ineffect at the time of the Change in Control;

(IV)         The Company’s requiring the Executive to be basedat any office or location more than 50 miles from that location at which[she/he] performed [her/his] services immediately prior to the Change inControl, except for a relocation consented to in writing by the Executive, ortravel reasonably required in the performance of the Executive’sresponsibilities to the extent substantially consistent with the Executive’sbusiness travel obligations prior to the Change in Control;

(V)           Any failure of the Company to obtain theassumption of the obligation to perform this Agreement by any successor ascontemplated in Section 11 herein; or

(VI)         Any breach by the Company of any of the materialprovisions of this Agreement or any failure by the Company to carry out any ofits obligations hereunder, in either case, for a period of thirty business daysafter receipt of written notice from the Executive and the failure by theCompany to cure such breach or failure during such thirty business day period.

4.             Noticeof Termination

Anytermination of the Executive’s employment following a Change in Control, otherthan a termination as contemplated by Sections 3(a)(i) or 3(a)(iii) shall becommunicated by written “Notice of Termination” by the party affectingthe termination to

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the other party hereto. Any “Noticeof Termination” shall set forth (a) the effective date of termination,which shall not be less than 15 or more than 30 days after the date theNotice of Termination is delivered (the “Termination Date”);(b) the specific provision in this Agreement relied upon; and (c) inreasonable detail the facts and circumstances claimed to provide a basis forsuch termination and the entitlement, or lack of entitlement, to the benefitsset forth in this Agreement. Notwithstanding the foregoing, if withinfifteen (15) days after any Notice of Termination is given, the partyreceiving such Notice of Termination notifies the other party that a good faithdispute exists concerning the termination, the actual Termination Date shall bethe date on which the dispute is finally determined in accordance with theprovisions of Section 18 hereof. In the case of any good faith dispute asto the Executive’s entitlement to benefits under this Agreement resulting fromany termination by the Company for which the Company does not deliver a Noticeof Termination, the actual Termination Date shall be the date on which thedispute is finally determined in accordance with the provisions ofSection 18 hereof. Notwithstanding the pendency of any such disputereferred to in the two preceding sentences, the Company shall continue to paythe Executive [her/his] full compensation then in effect and continue theExecutive as a participant in all compensation, benefits and perquisites inwhich [she/he] was then participating, until the dispute is finally resolved, providedthe Executive is willing to continue to provide full time services to theCompany and its subsidiaries in substantially the same position, if sorequested by the Company. Amounts paid under this Section 4 shall be inaddition to all other amounts due under this Agreement and shall not be offsetagainst or reduce any other amounts due under this Agreement. If a finaldetermination is made, pursuant to Section 18, that Good Reason did notexist in the case of a Notice of Termination by the Executive, the Executiveshall have the sole right to nullify and void [her/his] Notice of Terminationby delivering written notice of same to the Company within three (3)business days of the date of such final determination. If the parties do notdispute the Executive’s entitlement to benefits hereunder, the Termination Dateshall be as set forth in the Notice of Termination.

5.             Termination Benefits

(a)           Severance Payment. Subject to the conditions set forth in thisAgreement, on the Termination Date the Company shall pay the Executive (reducedby any applicable payroll or other taxes required to be withheld) a lump sumseverance payment, in cash, equal to two (2) times the sum of Executive’sannual salary for the current year plus [her/his] annual incentive award targetfor the current year (provided that if the Notice of Termination is given priorto the determination of the Executive’s salary or annual incentive award targetfor the year in which the Termination Date occurs, the amounts shall be basedon the annual salary for the prior year and the greater of the annual incentiveaward target for the prior year or the actual incentive award earned by theExecutive for the prior year). The current year shall be (A) for thepurposes of determining annual salary, the year then generally used by theCompany for setting salaries for senior-level executives (currentlyApril 1 through the following March 31), and (B) for purposes ofdetermining annual incentive award target, the fiscal year then generally usedby the Company for setting annual incentive award targets for senior-level executives,in which the Termination Date occurs, and the prior year shall be thetwelve-month period immediately preceding the current year;

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(b)           Expenses. Reimbursement for expenses incurred by the Executive inaccordance with the Company’s policy but not reimbursed prior to the date ofsuch termination of employment;

(c)           Payment of Deferred Compensation. Any compensation that has been earned by theExecutive but is unpaid as of the Termination Date, including any compensationthat has been earned but deferred pursuant to the Company’s DeferredCompensation Plan or otherwise, shall be paid in full to the Executive on theTermination Date.

(d)           Key Employee Exception. (*Added March 9, 2005*)Notwithstanding anything contained herein to the contrary, to the extent theExecutive is deemed a “key employee” for purposes of Section 409A of theInternal Revenue Code of 1986, as amended, and notwithstanding any contraryprovision which exists in any of the Company’s deferred compensation plans, anydistribution of deferred compensation to the Executive will be delayed for aperiod of 6 months after the Termination Date as required by Section 409A ofthe Internal Revenue Code of 1986, as amended.

6.             Other Benefits

Subject to the conditions set forth in this Agreement hereof, thefollowing benefits (subject to any applicable payroll or other taxes requiredto be withheld) shall be paid or provided to the Executive:

(a)           Health/Welfare Benefits

(i)            During the twenty-four (24) months following theTermination Date (the “Continuation Period”), the Company shall continueto keep in full force and effect all programs of medical, dental, vision,accident, disability, life insurance, including optional term life insurance,and other similar health or welfare programs with respect to the Executive and[her/his] dependents with the same level of coverage, upon the same terms andotherwise to the same extent as such programs shall have been in effectimmediately prior to the Termination Date (or, if more favorable to theExecutive, immediately prior to the Change in Control), and the Company and theExecutive shall share the costs of the continuation of such insurance coveragein the same proportion as such costs were shared immediately prior to theTermination Date (or, if more favorable to the Executive, immediately prior tothe Change in Control) or, if the terms of such programs do not permitcontinued participation by the Executive (or if the Company otherwisedetermines it advisable to amend, modify or discontinue such programs for employeesgenerally), the Company shall otherwise provide benefits substantially similarto and no less favorable to the Executive in terms of cost or benefits (“EquivalentBenefits”) than [she/he] was entitled to receive at the end of the periodof coverage, for the duration of the Continuation Period.

(ii)           All benefits which the Company is required bythis Section 6(a) to provide, which will not be provided by the Company’s programsdescribed herein, shall be

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provided through the purchase ofinsurance unless the Executive is uninsurable. If the Executive is uninsurable,the Company will provide the benefits out of its general assets.

(iii)          If the Executive obtains other employment duringthe Continuation Period which provides health or welfare benefits of the typedescribed in Section 6(a)(i) hereof (“Other Coverage”), then Executiveshall notify the Company promptly of such other employment and Other Coverageand the Company shall thereafter not provide the Executive and [her/his]dependents the benefits described in Section 6(a)(i) hereof to the extent thatsuch benefits are provided under the Other Coverage. Under such circumstances,the Executive shall make all claims first under the Other Coverage and then,only to the extent not paid or reimbursed by the Other Coverage, under theplans and programs described in Section 6(a)(i) hereof.

(b)           Retirement Benefits

(i)            For purposes of thisAgreement, “Retirement” shall mean the Company’s termination of theExecutive’s employment within two years following a Change in Control of theCompany and at or after the date on which the Executive attains age 65;provided, however, that any termination for Cause or due to Death or Disabilityshall not constitute Retirement.

(ii)           Subject to Section 6(b)(ii), the Executive shallbe deemed to be completely vested under the Company’s 401(k) Plan, DeferredCompensation Plan or other similar or successor plans which are in effect as ofthe date of the Change in Control (collectively, the “Plans”),regardless of the Executive’s actual vesting service credit thereunder.

(iii)          Any partof the foregoing retirement benefits which are otherwise required to be paid bya tax-qualified Plan but which cannot be paid through such Plan by reason ofthe laws and regulations applicable to such Plan, shall be paid by one or moresupplemental non-qualified Plans or by the Company.

(iv)          The payments calculated hereunder which are notactually paid by a Plan shall be paid thirty (30) days following the Dateof Termination in a single lump sum cash payment (of equivalent actuarial valueto the payment calculated hereunder using the same actuarial assumptions as areused in calculating benefits under the Plan but using the discount rate thatwould be used by the Company on the Date of Termination to determine theactuarial present value of projected benefit obligations).

(c)           Executive Outplacement Counseling. During the Continuation Period, unless theExecutive shall reach normal retirement age during the Continuation Period, theExecutive may request in writing and the Company shall at its expense engagewithin a reasonable time following such written request an outplacementcounseling service to assist the Executive in obtaining employment.

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7.             Payment of Certain Costs

Exceptas otherwise provided in Section 18, if a dispute arises regarding atermination of the Executive or the interpretation or enforcement of thisAgreement, subsequent to a Change in Control, all of the reasonable legal feesand expenses incurred by the Executive and all Arbitration Costs (as hereafterdefined) in contesting any such termination or obtaining or enforcing all orpart of any right or benefit provided for in this Agreement or in otherwisepursuing all or part of [her/his] claim will be paid by the Company, unlessprohibited by law. The Company further agrees to pay pre-judgment interest onany money judgment obtained by the Executive calculated at the prime interestrate reported in The Wall Street Journal in effect from time to timefrom the date that payment to [her/his] should have been made under thisAgreement.

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9.             Mitigation

The Executive is not required to seek other employmentor otherwise mitigate the amount of any payments to be made by the Companypursuant to this Agreement, and employment by the Executive will not reduce orotherwise affect any amounts or benefits due the Executive pursuant to thisAgreement, except as otherwise provided in Section 6(a)(iii).

10.           Continuing Obligations Regarding ConfidentialInformation

(a)           Acknowledgments by the Executive. The Executive hereby recognizes andacknowledges the following:

(i)            In connection with the Business, the Company hasexpended a great deal of time, money and effort to develop and maintain thesecrecy and confidentiality of substantial proprietary trade secret informationand other confidential business information which, if misused or disclosed,could be very harmful to the Company’s business.

(ii)           The Executive desires to become entitled toreceive the benefits contemplated by this Agreement but which the Company wouldnot make available to the Executive but for the Executive’s signing andagreeing to abide by the terms of this Section 10.

(iii)          The Executive’s position with the Companyprovides the Executive with access to certain of the Company’s confidential andproprietary trade secret information and other confidential businessinformation.

(iv)          The Company compensates its employees to, amongother things, develop and preserve business information for the Company’s ownershipand use.

(v)           If the Executive were to leave the Company, theCompany in all fairness would need certain protection in order to ensure thatthe Executive does not appropriate and misuse any confidential informationentrusted to the Executive during the course of the Executive’s employment withthe Company.

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(b)                                 Confidential Information

(i)            The Executive agrees to keep secret andconfidential, and not to use or disclose to any third parties, except asdirectly required for the Executive to perform the Executive’s employmentresponsibilities for the Company, or except as required by law, any of theCompany’s confidential and proprietary trade secret information or otherconfidential business information concerning the Company’s business acquired bythe Executive during the course of, or in connection with, the Executive’semployment with the Company (and which was not known by the Executive prior tothe Executive’s being hired by the Company). Confidential information meansinformation which would constitute material, nonpublic information under theSecurities Exchange Act of 1934, as amended, and the rules and regulationspromulgated thereunder, regardless of whether the Executive’s use or disclosureof such information is in connection with or related to a securitiestransaction.

(ii)           The Executive acknowledges that any and allnotes, records, reports, written information or documents of any kind, computerfiles and diskettes and other documents obtained by or provided to theExecutive, or otherwise made, produced or compiled during the course of theExecutive’s employment with the Company, regardless of the type of medium inwhich it is preserved, are the sole and exclusive property of the Company andshall be surrendered to the Company upon the Executive’s termination ofemployment and on demand at any time by the Company.

(c)           Acknowledgment Regarding Restrictions. The Executive recognizes and agrees that theprovisions of this Section 10 are reasonable and enforceable because,among other things, (i) the Executive is receiving compensation under thisAgreement and (ii)  this Section 10 therefore does not impose any unduehardship on the Executive. The Executive further recognizes and agrees that theprovisions of this Section 10 are reasonable and enforceable in view ofthe Company’s legitimate interests in protecting its confidential information.

(d)           Breach. In the event of a breach of Section 10(b), the Company’s soleremedy shall be the discontinuation of the payment, allocation, accrual orprovision of any amounts or benefits as provided in Sections 5 or 6. TheExecutive recognizes and agrees, however, that it is the intent of the partiesthat neither this Agreement nor any of its provisions shall be construed toadversely affect any rights or remedies that Company would have had, including,without limitation, the amount of any damages for which it could have soughtrecovery, had this Agreement not been entered into. Accordingly, the partieshereby agree that nothing stated in this Section 10 shall limit orotherwise affect the Company’s right to seek legal or equitable remedies it mayotherwise have, or the amount of damages for which it may seek recovery, inconnection with matters covered by this Section 10 but which are not basedon breach or violation of this Section 10 (including, without limitation,claims based on the breach of fiduciary or other duties of the Executive or anyobligations of the Executive arising under any other contracts, agreements orunderstandings). Without limiting the generality of the foregoing, nothing inthis Section 10 or any other provision of this Agreement shall limit orotherwise affect the Company’s right to seek legal or equitable remedies it mayotherwise have, or the amount of damages for which it may seek recovery,resulting from or arising out of statutory or common law or any

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Company policies relating tofiduciary duties, confidential information or trade secrets. Further, theExecutive acknowledges and agrees that the fact that Section 10(c) islimited to the Continuation Period, and that the sole remedy of the Companyhereunder is the discontinuation of benefits, shall not reduce or otherwisealter any other contractual or other legal obligations of the Executive duringany period or circumstance, and shall not be construed as establishing amaximum limit on damages for which the Company may seek recovery.

11.           BindingAgreement; Successors

(a)           This Agreement shall be binding upon and shallinure to the benefit of the Company and its successors and assigns. The Companyshall require any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all of the business and/orassets of the Company, by agreement to assume expressly and agree to performthis Agreement in the same manner and to the same extent that the Company wouldbe required to perform it if no such succession had taken place. For purposesof this Agreement, “Company” shall mean the Company as hereinbeforedefined and any successor to its business and/or assets as aforesaid.

(b)           This Agreement shall be binding upon and shallinure to the benefit of the Executive and the Executive’s personal or legalrepresentatives, executors, administrators, successors, heirs, distributees,beneficiaries, devises and legatees. If the Executive should die while anyamounts are payable to [her/his] hereunder, all such amounts, unless otherwiseprovided herein, shall be paid in accordance with the terms of this Agreementto the Executive’s devisee, legatee, beneficiary or other designee or, if therebe no such designee, to the Executive’s estate.

12.           Notices

For the purposes of this Agreement, notices and all othercommunications provided for herein shall be in writing and shall be deemed tohave been duly given (i) on the date of delivery if delivered by hand,(ii) on the date of transmission, if delivered by confirmed facsimile,(iii) on the first business day following the date of deposit if deliveredby guaranteed overnight delivery service, or (iv) on the third businessday following the date delivered or mailed by United States registered orcertified mail, return receipt requested, postage prepaid, addressed asfollows:

If to the Executive:

                                               

                                               

                                               

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Ifto the Company:

Spherion Corporation2050 Spectrum BoulevardFort Lauderdale, Florida 33309Attention: General Counsel

or to such other addressas either party may have furnished to the other in writing in accordanceherewith, except that notices of change of address shall be effective only uponreceipt.

13.           Governing Law

The validity, interpretation, construction andperformance of this Agreement shall be governed by the laws of the State ofFlorida, without regard to principles of conflicts of laws.

14.           Miscellaneous

No provisions of this Agreement may be amended,modified, waived or discharged unless such amendment, waiver, modification ordischarge is agreed to in writing signed by the Executive and the Company. Noagreements or representations, oral or otherwise, express or implied, withrespect to the subject matter hereof have been made by either party which arenot set forth expressly in this Agreement. Section headings contained hereinare for convenience of reference only and shall not affect the interpretationof this Agreement.

15.           Counterparts

This Agreement may be executed in one or morecounterparts, each of which shall be deemed to be an original but all of whichwill constitute one and the same instrument.

16.           Non-Assignability

This Agreement is personal in nature and neither of theparties hereto shall, without the consent of the other, assign, or transferthis Agreement or any rights or obligations hereunder, except as provided inSection 11. Without limiting the foregoing, the Executive’s right toreceive payments hereunder shall not be assignable or transferable, whether bypledge, creation of a security interest or otherwise, other than a transfer byhis will or trust or by the laws of descent or distribution, and in the eventof any attempted assignment or transfer contrary to this paragraph the Companyshall have no liability to pay any amount so attempted to be assigned ortransferred.

17.           Term of Agreement

The term of this Agreement (the “Term”) shallcommence on the date hereof and shall continue in effect for a period of three(3) years, unless further extended or sooner terminated as hereinafterprovided. At the end of this three year period and on the first day of eachone-year anniversary thereafter, the Term shall automatically be extended forone additional year unless either party shall have given notice to the otherparty, at least six months prior to such anniversary that it does not wish toextend the Term. However, if a Change in Control of the Company shall

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have occurred during the original or any extended term of thisAgreement, this Agreement shall continue in effect for a period oftwenty-four (24) months beyond the month in which such Change in Controloccurred; and, providedfurther, that if the Company shall becomeobligated to make any payments or provide any benefits pursuant toSection 5 or 6 hereof, this Agreement shall continue for the periodnecessary to make such payments or provide such benefits.

18.           Resolution of Disputes

(a)           The parties hereby agree to submit any claim, demand, dispute, chargeor cause of action (in any such case, a “Claim”) arising out of,in connection with, or relating to this Change in Control Agreement to bindingarbitration in conformance with the J*A*M*S/ENDISPUTE Streamlined ArbitrationRules and Procedures or the J*A*M*S/ ENDISPUTE Comprehensive Arbitration Rulesand Procedures, as applicable, but expressly excluding Rule 28 of theJ*A*M*S/ENDISPUTE Streamlined Rules and Rule 33 of the J*A*M*S/ENDISPUTEComprehensive Rules, as the case may be. All arbitration procedures shall beheld in Fort Lauderdale, Florida and shall be subject to the choice of lawprovisions set forth in Section 13 of this Agreement.

(b)           Inthe event of any dispute arising out of or relating to this Agreement for whichany party is seeking injunctive relief, specific performance or other equitablerelief, such matter may be resolved by litigation. Accordingly, the partiesshall submit such matter to the exclusive jurisdiction of the United StatesDistrict Court for the Southern District of Florida or, if jurisdiction is notavailable therein, any other court located in Broward County, Florida, andhereby waive any and all objections to such jurisdiction or venue that they mayhave. Each party agrees that process may be served upon such party in anymanner authorized under the laws of the United States or Florida, and waivesany objections that such party may otherwise have to such process.

19.           Release and Conditions

Anyand all payments and benefits provided by the Company to the Executive underthis Agreement shall be conditioned on the following: (i) Executive’s continuedcompliance with the confidentiality provisions contained herein; (ii) the Executive’sexecution of a full release and settlement of any and all claims against theCompany; and (iii) the Executive’s execution of a non-disparagement agreementand continued compliance therewith.

20.           No Setoff

The Company shall have no right of setoff orcounterclaim in respect of any claim, debt or obligation against any paymentprovided for in this Agreement.

21.           Non-Exclusivity of Rights

Nothing in this Agreement shall prevent or limit theExecutive’s continuing or future participation in any benefit, bonus, incentiveor other plan or program provided by the Company or any of its subsidiaries orsuccessors and for which the Executive may qualify, nor shall anything hereinlimit or reduce such rights as the Executive may have under any other agreementswith the Company or any of its subsidiaries or successors, except to the extentpayments are made

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pursuant to Section 5, they shall be in lieu of any termination,separation, severance or similar payments pursuant to the Executive’sEmployment Agreement, if any, and the Company’s then existing termination,separation, severance or similar plans or policies, if any. Amounts which arevested benefits or which the Executive is otherwise entitled to receive underany plan or program of the Company or any of its subsidiaries shall be payablein accordance with such plan or program, except as explicitly modified by thisAgreement.

22.           NoGuaranteed Employment

The Executive and the Companyacknowledge that this Agreement shall not confer upon the Executive any rightto continued employment and shall not interfere with the right of the Companyto terminate the employment of the Executive at any time.

23.           Invalidity of Provisions

In the event that any provision of this Agreement isadjudicated to be invalid or unenforceable under applicable law in anyjurisdiction, the validity or enforceability of the remaining provisionsthereof shall be unaffected as to such jurisdiction and such adjudication shallnot affect the validity or enforceability of such provision in any otherjurisdiction. To the extent that any provision of this Agreement, including,without limitation, Section 10 hereof, is adjudicated to be invalid orunenforceable because it is overbroad, that provision shall not be void butrather shall be limited to the extent required by applicable law and enforcedas so limited. The parties expressly acknowledge and agree that thisSection 23 is reasonable in view of the parties’ respective interests.

24.           Non-Waiver of Rights

The failure by the Company or the Executive to enforceat any time any of the provisions of this Agreement or to require at any timeperformance by the other party of any of the provisions hereof shall in no waybe construed to be a waiver of such provisions or to affect either the validityof this Agreement, or any part hereof, or the right of the Company or theExecutive thereafter to enforce each and every provision in accordance with theterms of this Agreement.

25.           EmploymentAgreement.

If the Executive has an Employment Agreement with theCompany, and if circumstances arise which cause both the Employment Agreementand this Agreement to apply to the Company and the Executive, then, to theextent of any inconsistency between the provisions of this Agreement and theEmployment Agreement, the terms of this Agreement alone shall apply. However,if this Agreement does not apply, then the provisions of the EmploymentAgreement shall control and be unaffected by this Agreement.

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26.           Unfunded Plan.

The Company’s obligations under this Agreement shall be entirelyunfunded until payments are made hereunder from the general assets of theCompany, and no provision shall be made to segregate assets of the Company forpayments to be made under this Agreement. The Executive shall have no interestin any particular assets of the Company but rather shall have only the rightsof a general unsecured creditor of the Company.

**PLEASE NOTE: BY SIGNING THIS AGREEMENT, THE EXECUTIVE ISHEREBY CERTIFYING THAT THE EXECUTIVE (A) HAS RECEIVED A COPY OF THISAGREEMENT FOR REVIEW AND STUDY BEFORE EXECUTING IT; (B) HAS READ THISAGREEMENT CAREFULLY BEFORE SIGNING IT; (C) HAS HAD SUFFICIENT OPPORTUNITYBEFORE SIGNING THE AGREEMENT TO ASK ANY QUESTIONS THE EXECUTIVE HAS ABOUT THEAGREEMENT AND HAS RECEIVED SATISFACTORY ANSWERS TO ALL SUCH QUESTIONS; AND(D) UNDERSTANDS THE EXECUTIVE’S RIGHTS AND OBLIGATIONS UNDER THEAGREEMENT.**

**THIS AGREEMENT IN SECTION 18****CONTAINS A BINDINGARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.**

[signatures appear on the following page]

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IN WITNESS WHEREOF, the parties have caused this Change in ControlAgreement to be executed and delivered as of the day and year first above setforth.
| ** ** | **SPHERION CORPORATION** |
|------------|--------------------------|
| ** ** | ** **               |
| ** ** | ** **               |
|       | By:                      |   |   |
|       |                     |
|       | Name:                    |   |   |
|       |                     |
|       | Title:                   |   |   |
|       |                     |
|       |                     |
| ** ** | **EXECUTIVE**            |
| ** ** | ** **               |
| ** ** | ** **               |
|       | By:                      |   |   |
|       |                     |
|       | Name:                    |   |   |
|            |                          |  |  |  |  |  |  |  |  |  |

 

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*      This document is acompilation of the original change in control agreement as well as amendmentsthereto. It is being presented in this format in order to assist the reader.

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SCHEDULE A
| **Executive’s  Name** | ** ** | **Date of  Executive’s  Change in   Control  Agreement** | ** ** | **Executive’s Position**                            | ** ** | **Date of Executive’s  Prior Change In  Control** |
|----------------------------|------------|---------------------------------------------------------------|------------|----------------------------------------------------------|------------|--------------------------------------------------------|
| William J. Grubbs          |       | February 21, 2006, as amended February 20, 2007               | ** ** | Executive Vice President                                 |       | Not applicable                                         |
| John D. Heins              |       | October 2, 2006                                               |       | Senior Vice President and Chief Human Resources  Officer |       | Not applicable                                         |
| Lisa G. Iglesias           |       | November 30, 2003, as amended through March 9, 2005           |       | Senior Vice President, General Counsel and Secretary     |       | May 7, 2001, as amended through May 21, 2002           |
| Mark W. Smith              |       | November 30, 2003, as amended through March 9, 2005           |       | Senior Vice President and Chief Financial Officer        |       | May 7, 2001, as amended through May 21, 2002           |

 

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