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                                                                     EXHIBIT 4.7


              SECTIONS FOUR THROUGH TWELVE AND THIRTY-FIVE THROUGH
                 FORTY-ONE OF THE AMENDED AND RESTATED BY-LAWS
                             OF SPHERION CORPORATION

                             MEETING OF STOCKHOLDERS

4.            PLACE OF MEETINGS. All meetings of the stockholders shall be held
at the office of the corporation or at such other place either within or without
the state of Delaware as shall be designated from time-to-time by the Board of
Directors and stated in the notice of the meeting or in a duly executed waiver
of notice thereof.

5.            ANNUAL MEETING. (AMENDED OCTOBER 10, 1994.) The annual meeting of
the stockholders of the corporation shall be held on the second Thursday of May
of each year, commencing in 1995, if not a legal holiday, and if a legal
holiday, then on the next secular day following, at ten o'clock (10:00 a.m.) in
the morning of that day, or at such other date and time as shall be determined
by the Board of Directors and stated in the notice of the meeting, at which
directors shall be elected and such other business shall be transacted as may be
properly brought before the meeting.

              At an annual meeting of the stockholders, only such business
shall be conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors or otherwise properly brought before the meeting by a
stockholder. In addition to any other applicable requirements, for business
(including, without limitation, the nomination of candidates for the Board of
Directors) to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the secretary.
To be timely, such notice must be delivered to or mailed and received at the
principal executive offices of the corporation not less than fifty days nor more
than seventy-five days prior to the meeting; PROVIDED, HOWEVER, that if fewer
than sixty-five days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be timely
must be so received not later than the close of business on the fifteenth day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. A stockholder's notice to the
secretary shall set forth as to each matter the stockholder proposes to bring
before the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and record address of the stockholder
proposing such business, (iii) the class and number of shares of the corporation
that are beneficially owned by the stockholder, and (iv) any material interest
of the stockholder in such business.

              Notwithstanding anything in these By-Laws to the contrary, no
business shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 5; PROVIDED, HOWEVER, that nothing in this
Section 5 shall be deemed

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to preclude discussion by any stockholder of any business properly brought
before the annual meeting in accordance with such procedure.

              The chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 5, and if
he should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted.

6.            SPECIAL MEETINGS. (AMENDED OCTOBER 18, 1993) Special meetings of
the stockholders for any lawful purpose or purposes may be called at any time
only by a majority of the Board of Directors, by the Chairman of the Board or by
the President. Each call for a special meeting of the stockholders shall state
the time, the day, the place and the purpose or purposes of such meeting and
shall be in writing, signed by the persons making the same and delivered to the
Secretary. No business shall be conducted at any special meeting of the
stockholders other than the business stated in the call for such meeting. The
stockholders of the Corporation shall not be entitled, as a matter of right, to
require the Board of Directors to call a special meeting of the stockholders or
to bring any business before a special meeting of the stockholders.

7.            VOTING. At all meetings of stockholders, every stockholder having
the right to vote shall be entitled to vote in person, or by proxy appointed by
an instrument in writing subscribed by such stockholder and bearing a date not
more than three years prior to said meeting, unless said instrument shall
provide for a longer period. Unless otherwise provided by the Certificate of
Incorporation, each stockholder shall have one vote for each share of stock
entitled to vote at such meeting registered in his name on the books of the
corporation. At all meetings of stockholders, the voting may be by voice vote,
except that, unless otherwise provided by the Certificate of Incorporation, any
qualified voter may demand a vote by ballot on any matter, in which event such
vote shall be taken by ballot.

8.            QUORUM AND VOTING. (AMENDED DECEMBER 29, 2000) A majority of the
stock issued and outstanding and entitled to vote thereat, the holders of which
are present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of any business, except as
otherwise required by law, by the Certificate of Incorporation or by these
By-Laws. Directors shall be elected by a plurality of the votes of the stock
present in person or represented by proxy at the meeting and entitled to vote on
the election of directors. Except when the Certificate of Incorporation or these
By-Laws specifically provide for a different vote on a particular matter, or
when a greater vote is required by law, the affirmative vote of the majority of
the stock present in person or represented by proxy at the meeting and entitled
to vote on the subject matter shall be the act of the stockholders.

              At any meeting at which a quorum shall not be present, the holders
of a majority of the stock present in person or represented by proxy at such
meeting shall have power successively to adjourn the meeting from time-to-time
to a specified time and

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place, without notice to anyone other than announcement at the meeting, until a
quorum shall be present in person or by proxy. At such adjourned meeting at
which a quorum shall be present in person or by proxy, any business may be
transacted which might have been transacted at the original meeting which was
adjourned. If the adjournment is for more than 30 days, or if after adjournment
a new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.

9.            STOCK  LEDGER.  The original or duplicate  stock ledger shall be
the only evidence as to who are the stockholders entitled to examine the list
required under Section 10 of these By-Laws or the books of the corporation, or
to vote in person or by proxy at any meeting of the stockholders.

10.           STOCKHOLDERS LIST. The secretary or assistant secretary, who shall
have charge of the stock ledger, shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder
for any purpose germane to the meeting during ordinary business hours for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, or, if not so specified, at the place
where the meeting is to held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.

11.           NOTICE. Written or printed notice of each meeting of the
stockholders, whether annual or special, stating the place, date, and hour of
the meeting, and, in the case of a special meeting, the purpose or purposes
thereof, shall be given, either personally or by mail, to each stockholder of
record of the corporation entitled to vote at such meeting not less than 10 days
nor more than 60 days prior to the meeting. The Board of Directors may fix in
advance a date, which shall not be more than 60 nor less than 10 days preceding
the date of any meeting of the stockholders, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting and any adjournment thereof; provided, however, that the Board of
Directors may fix a new record date for any adjourned meeting.

12.           ACTION BY STOCKHOLDERS WITHOUT MEETING. (AMENDED OCTOBER 18, 1993)
Unless otherwise prescribed by the Certificate of Incorporation, any action
required by law to be taken at any annual or special meeting of such
stockholders may be taken without a meeting, without prior notice, and without a
vote, if a consent in writing setting forth the action so taken shall be signed
by the holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. Prompt notice
of any taking of corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.

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                                      STOCK

35.           CERTIFICATES. Certificates of stock shall be issued in numerical
order, and each stockholder shall be entitled to a certificate signed by the
president or a vice president, and by the treasurer or an assistant treasurer or
the secretary or an assistant secretary, certifying to the number of shares
owned by the stockholder. Any or all of the signatures on the certificate may be
a facsimile. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar before such certificate is
issued, such certificate may nevertheless be issued by the corporation with the
same effect as if such officer, transfer agent, or registrar who signed such
certificate, or whose facsimile signature shall have been placed thereon, had
not ceased to be such officer, transfer agent, or registrar of the corporation.

36.           TRANSFER. Transfers of stock shall be made only upon the transfer
books of the corporation, kept at the office of the corporation or respective
transfer agents designated to transfer the several classes of stock, and before
a new certificate is issued the old certificate shall be surrendered for
cancellation. Until and unless the Board of Directors appoints some other
person, firm, or corporation as its transfer agent or transfer clerk (and upon
the revocation of any such appointment, thereafter until a new appointment is
similarly made) the secretary of the corporation without the necessity of any
formal action of the Board, and the secretary, or any person designated by him,
shall perform all of the duties thereof.

37.           REGISTERED STOCKHOLDERS. Registered stockholders only shall be
entitled to be treated by the corporation as the holders and owners in fact of
the shares standing in their respective names and the corporation shall not be
bound to recognize any equitable or other claim to or interest in such shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as expressly provided by the laws of the State of
Delaware.

38.           LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation, alleged to have been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate or certificates to be lost stolen, or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen, or destroyed certificate or
certificates, or his legal representative, to give the corporation and its
transfer agents and registrars, if any, a bond in such sum as it may direct to
indemnify it against any claim that may be made against it with respect to the
certificate or certificates alleged to have been lost, stolen, or destroyed.

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39.           REGULATIONS. The Board of Directors shall have power and authority
to make all such rules and regulations as it may deem expedient concerning the
issue, transfer, conversion, and registration of certificates for shares of the
capital stock of the corporation, not inconsistent with the laws of the State of
Delaware, the Certificate of Incorporation of the corporation and these By-Laws.

40.           FIXING RECORD DATE. In order that the corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion, or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, which shall not be more than 60 nor less than 10 days before the date of
such meeting, nor more than 60 days prior to any other action. A determination
of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting except that the Board
of Directors may fix a new record date for the adjourned meeting.

                              DIVIDENDS AND FINANCE

41.           DIVIDENDS.  Dividends upon the outstanding  shares of the
corporation, subject to the provisions of the Certificate of Incorporation and
of any applicable law and of these By-Laws, may be declared by the Board of
Directors at any meeting. Subject to such provisions, dividends may be paid in
cash, in property, or in shares of the capital stock of the corporation.