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                                                                   Exhibit 10.59

                              SPHERION CORPORATION
                               DEFERRED STOCK PLAN
                   (AS AMENDED AND RESTATED DECEMBER 20, 2002)

1.   PURPOSES.

          The purposes of this Spherion Corporation Deferred Stock Plan are to
          provide incentives and rewards to those employees and directors
          largely responsible for the success and growth of Spherion Corporation
          and its Subsidiary corporations, and to assist all such entities in
          attracting and retaining executives and other key employees with
          experience and ability and to assist Spherion Corporation in
          attracting and retaining qualified non-employee directors, and to
          secure for the Company and its stockholders the benefit of stock
          ownership in the Company by those individuals.

2.   DEFINITIONS.

               (a)  "Award" means an award of shares of Common Stock made under
          the terms hereof.

               (b)  "Board of Directors" means the Board of Directors of the
          Company.

               (c)  "Common Stock" means the Common Stock, $0.01 par value, of
          the Company.

               (d)  "Company" means Spherion Corporation, a Delaware
          corporation, or its successor.

               (e)  "Director" means a member of the Board of Directors of the
          Company.

               (f)  "Plan" means this Spherion Corporation Deferred Stock Plan,
          as the same may be amended from time to time.

               (g)  "Recipient" means an employee of the Company or a Subsidiary
          or a Director who has been granted an Award under the Plan.

               (h)  "Subsidiary" means a subsidiary of the Company controlled
          directly or indirectly by the Company within the meaning of Rule 405
          promulgated under the Securities Act of 1933, as amended, and such
          subsidiaries divisions, departments, and subsidiaries and the
          respective divisions, departments and subsidiaries of such
          subsidiaries.

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3.   ADMINISTRATION OF THE PLAN.

               (a)  The Plan shall be administered by a Compensation Committee
          (the "Committee") consisting of not less than two (2) Directors of the
          Company each of whom qualifies as an "Outside Director" under Treasury
          Regulation Section 1.162-27(e)(3) and as a "Non-Employee Director"
          under Rule 16b-3 promulgated under the Securities Exchange Act of
          1934, as amended. The members of the Committee shall be appointed by,
          and serve at the pleasure of, the Board of Directors. A majority of
          the Committee members shall constitute a quorum and the acts of a
          majority of the members present at any meeting at which a quorum is
          present or acts approved in writing by a majority of the Committee,
          shall be valid acts of the Committee. All references herein to the
          Committee shall be deemed to mean any successor to the Committee,
          however designated, or the Board of Directors, if the Board of
          Directors has not appointed a Committee.

               (b)  Subject to the powers herein specifically reserved to the
          Board of Directors, the Committee shall have full power and authority
          to determine which Recipients shall receive Awards, to construe,
          interpret and administer the Plan and, subject to the other provisions
          of the Plan, to make determinations which shall be final, conclusive
          and binding upon all persons including, without limitation, the
          Company, the stockholders of the Company, the Board of Directors, the
          Recipients and any persons having any interest in any Awards which may
          be granted under the Plan. The Committee shall impose such additional
          conditions upon the grant of Awards under the Plan as may from time to
          time be deemed necessary or advisable, in the opinion of counsel to
          the Company, to comply with applicable laws and regulations. The
          Committee from time to time may adopt such rules and regulations for
          the carrying out the Plan and written policies for implementation of
          the Plan. Such policies may include, but need not be limited to, the
          type, size and terms of Awards to be made to Recipients and the
          conditions for payment of such Awards. In addition, the Committee may
          delegate to the Chief Executive Officer of the Company the authority
          to grant Awards to Recipients who are not subject to Section 16(a) of
          the Securities Act of 1933, as amended. Notwithstanding the foregoing,
          the Board of Directors shall have authority to determine which
          Directors shall receive Awards and the terms and conditions of such
          Awards.

4.   ELIGIBILITY.

          Awards may be granted to any Recipient as determined by the Committee
          in its sole discretion.

5.   STOCK SUBJECT TO THE PLAN.

          The total number of shares of Common Stock issuable under this Plan
          may not exceed an aggregate of 1,875,000 shares. Shares of Common
          Stock to be

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          delivered or purchased under the Plan may be either authorized but
          unissued Common Stock or treasury shares provided, to the extent
          required under the listing requirement of the New York Stock Exchange,
          shares of authorized but unissued Common Stock shall be issued in
          respect of Awards only if the Plan has been approved by the
          shareholders of the Company.

6.   VESTING REQUIREMENTS AND OTHER CONTINGENCIES.

          The Committee shall determine that an Award shall be vested at such
          times and upon such terms as may be selected by it. However, the
          Committee may accelerate the vesting of any Award upon a "Change of
          Control of the Company" as such term may be defined in the Award
          agreement. In addition, the Committee may require a Recipient to
          refund to the Company the value of an Award realized by a Recipient,
          if the Recipient accepts employment with a competitor of the Company
          or a subsidiary of the Company within six (6) months of such
          realization. A Recipient shall be deemed to realize its value upon the
          payment (in cash or stock) of the Award and its value shall be the
          amount of shares of Common Stock received in connection with the
          Award. The market value of shares shall be the closing price for the
          Common Stock on the New York Stock Exchange (or on the principal
          securities exchange or other market on which the Common Stock is then
          being traded) on the date of realization, or if such closing price is
          not reported on such date, the last reported closing price.

7.   DELIVERY OF COMMON STOCK.

          Except as provided in Section 8, the shares of Common Stock that are
          the subject of an Award shall be delivered to a Recipient within a
          reasonable time after such Award (or portion of an Award) has become
          vested.

8.   DEFERRED PAYMENT.

          At the election of a Recipient, all or any portion of the shares of
          Common Stock that are the subject of an Award may be deferred beyond
          the date on which such Award becomes vested and otherwise payable.
          Deferrals shall be for such periods and upon such terms as the
          Committee may determine.

9.   CONTINUATION OF EMPLOYMENT.

          The Committee shall require that a Recipient must be a Director or an
          employee of the Company or a Subsidiary (or must have retired with the
          approval of the Company or a Subsidiary) at the time an Award becomes
          vested. Notwithstanding the foregoing, the Committee shall have the
          sole power to determine the date of and the circumstances which shall
          constitute a cessation of employment (including whether the spin-off
          of a Subsidiary constitutes a cessation of employment of employees who
          continue in the employ of Subsidiary subject to

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          such spin-off) and to determine whether such cessation is the result
          of retirement, death or any other reason. The Committee may provide
          for the termination of any such outstanding Award if a Recipient
          ceases to be a Director or an employee of the Company or a Subsidiary
          and may establish such other provisions with respect to the
          termination or disposition of an Award on the death or retirement of a
          Recipient as it, in its sole and absolute discretion, deems advisable.

10.  EMPLOYMENT STATUS.

          No Award shall be construed as imposing upon the Company or a
          Subsidiary the obligation to continue the employment or directorship
          of a Recipient. No employee or other person shall have any claim or
          right to be granted an Award under the Plan.

11.  REGISTRATION OF STOCK.

          Each Award and shall be subject to the requirement that if at any time
          the Committee shall determine that qualification or registration under
          any state or federal law of the shares of Common Stock or other
          securities thereby covered or the consent or approval of any
          governmental regulatory body is necessary or desirable as a condition
          of or in connection with the granting of such Award or Stock Option or
          the purchase of shares thereunder, the Award or Stock Option may not
          be paid or exercised in whole or in part unless and until such
          qualification, registration, consent or approval shall have been
          effected or obtained free of any conditions the Committee, in its sole
          discretion, deems unacceptable.

12.  ASSIGNABILITY.

          No Award shall be transferable or assignable by the Recipient other
          than by will or the laws of descent and distribution.

13.  DILUTION OR OTHER ADJUSTMENTS.

          In the event of any changes in the capital structure of the Company,
          including, but not limited to a change resulting from a stock dividend
          or split-up, or combination or reclassification of shares, the Board
          of Directors shall make such equitable adjustments with respect to
          Awards or any other provisions of this Plan as it deems necessary and
          appropriate, including, if necessary, any adjustment in the maximum
          number of shares of Common Stock subject to the Plan or the number of
          shares of Common Stock subject to an outstanding Award.

14.  MERGER, CONSOLIDATION, REORGANIZATION, LIQUIDATION, ETC.

          The Board of Directors may make such arrangements it deems advisable
          with respect to outstanding Awards in connection with any corporate
          merger,

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          consolidation, major acquisition of property for stock,
          reorganization, or liquidation, which arrangements shall be binding
          upon Recipients of outstanding Awards, including, but not limited to,
          the substitution of any new Awards then outstanding, the assumption of
          any such Awards and the termination of or payment for such Awards.

15.  WITHHOLDING TAXES.

          The Company shall have the right to require the payment of any
          federal, state, local or foreign taxes required by law to be withheld
          with respect to any Awards. Such payment may be made in cash, by
          withholding from Recipient's normal pay, or subject to such conditions
          as the Committee may establish, a Recipient may elect, in accordance
          with any applicable regulations, to tender shares of Common Stock to
          the Company, or have the Company withhold shares of Common Stock, to
          satisfy all or part of any such withholding obligations, with the
          value of such tendered or withheld shares of Common Stock based upon
          their fair market value on the date the tax withholding is required to
          be made.

16.  COSTS AND EXPENSES.

          The costs and expenses of administering the Plan shall be borne by the
          Company and not charged to any Award nor to any Recipient. Costs
          associated with the sale by a Recipient of any shares of Common Stock
          granted under this Plan shall be borne by the Recipient.

17.  FUNDING THE PLAN.

          The Plan shall be unfunded. The Company shall not be required to
          establish any special or separate fund or to make any other
          segregation of assets to assure the payment of any Award under the
          Plan.

18.  AWARD CONTRACTS AND AWARD AGREEMENTS.

          The Committee shall have the power to specify the form of Award
          contracts to be granted from time to time pursuant to and in
          accordance with the provisions of the Plan and such contracts shall be
          final, conclusive and binding upon the Company, the stockholders of
          the Company and the Recipients. No Recipient shall have any rights as
          a holder of Common Stock with respect to Awards hereunder unless and
          until certificates for shares of Common Stock are issued to the
          Recipient.

19.  GUIDELINES.

          The Board of Directors of the Company shall have the power to provide
          guidelines for administration of the Plan by the Committee and to make
          any changes in such guidelines from time to time as the Board deems
          necessary.

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20.  AMENDMENT AND DISCONTINUANCE.

          The Board of Directors of the Company shall have the right at any time
          during the continuance of the Plan to amend, modify, supplement,
          suspend or terminate the Plan, provided that no amendment,
          modification or termination of the Plan shall in any manner affect any
          Award theretofore granted under the Plan without the consent of the
          Recipient of the Award, unless such amendment, modification or
          termination is by reason of any change in capital structure referred
          to in Section 13 hereof or unless the same is by reason of the matters
          referred to in Section 14 hereof.

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