**Exhibit 10.62**

**RESTATEDEMPLOYMENT AGREEMENT*(as amended through March 9, 2005)**

THIS AGREEMENT, dated asof [SEE ATTACHED SCHEDULE A], is by and between SPHERION CORPORATION, aDelaware corporation (hereinafter referred to as the “Company”), and[SEE ATTACHED SCHEDULE A] (hereinafter the “Executive”).

RECITALS

A.            The Executivecurrently serves as the Company’s [SEE ATTACHED SCHEDULE A], and [her/his]services and knowledge are valuable to the Company in connection with themanagement of its business.

B.            The Company and theExecutive are parties to that certain Employment Agreement dated [SEE ATTACHEDSCHEDULE A] (the “Prior Employment Agreement”).

C.            The Company and theExecutive desire to terminate the Prior Employment Agreement (and anypredecessor employment agreements) and to enter into this Agreement upon theterms and subject to the conditions hereinafter set forth.

D.            The Company desires tocontinue to employ the Executive and to enter into this new agreement embodyingthe terms of such employment which supercedes the Prior Employment Agreement.

E.             The Executive desiresto continue the Executive’s employment and to enter into a new agreementembodying the terms of such employment.

AGREEMENTS

NOW, THEREFORE, to inducethe Executive to remain in the employ of the Company and its subsidiaries, andfor other good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, the Company and the Executive agree as follows:

1.             Employment.

During the Term ofEmployment (as defined in Section 2 hereof), the Executive shall serve as[SEE ATTACHED SCHEDULE A]. The Executive shall perform and assume all dutiesand responsibilities customary to such position and shall devote all of[her/his] business time and energies thereto. In carrying out such duties andresponsibilities, the Executive shall report to, and be subject to thedirection of, the [SEE ATTACHED SCHEDULE A] and the Board of Directors of theCompany (the “Board”).

2.             Term.

The Term ofEmployment under this Agreement shall commence as of the date of this Agreementand shall continue at the will of the Company and the Executive (the “Termof

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Employment”). Either party mayterminate the Executive’s employment at any time and for any reason.

3.             Base Salary.

The Company shallpay the Executive, in accordance with the Company’s regular payroll practicesapplicable to salaried employees, an annualized base salary at the rate ineffect on the date of this Agreement, as the same may from time to time beincreased or decreased at the sole discretion of the Compensation Committee ofthe Board (the “Compensation Committee”).

4.             Incentive Awards.

a)             The Executive shallparticipate in the Company’s annual incentive plan for senior-level executivesas in effect from time to time, subject to the performance standards set by theCompensation Committee. Payment of any annual incentive award shall be made atthe same time that such awards are paid to other senior-level executives of theCompany. The Executive’s annual incentive award target shall be set by theCompensation Committee.

b)            The Executive shall beeligible to receive grants under the Company’s long-term incentive plans as ineffect from time to time; provided, however, that the size, type and otherterms and conditions of any such grant to the Executive shall be determined bythe Compensation Committee.

5.             Benefits, Fringesand Perquisites.

The Executiveshall be entitled to participate in all employee pension and welfare benefit,fringe benefit and perquisite plans and programs made available to the Company’ssenior-level executives as in effect from time to time.

6.             Vacation.

The Executiveshall be entitled to vacation in accordance with the Company’s vacation policyapplicable to its senior-level executives. Vacations shall be arranged in orderthat they not materially interfere with the normal functioning of the Company’sbusiness activities or the performance of the Executive’s duties hereunder.

7.             Business Expenses.

The Company shallreimburse the Executive for any ordinary, necessary and reasonable businessexpenses that the Executive incurs in connection with the performance of[her/his] duties under this Agreement, in accordance with the Company’s policyregarding the reimbursement of business expenses.

8.             Termination ofEmployment.

a)             Death orDisability. The Executive’s employment shall terminate upon the Executive’sDeath, and Company may terminate the Executive’s employment due to Disability

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(as definedherein). If, during the Term of Employment, the Executive’s employment is terminateddue to Death or Disability, the Executive (or Executive’s estate or legalrepresentative, as the case may be) shall be entitled to receive:

i)              Executive’s basesalary through the date of such termination of employment (the “TerminationDate”) at the rate in effect at the time thereof;

ii)             an amount, payable atthe same time that annual incentive awards for the year in which the Executive’semployment so terminates are paid to senior-level executives of the Company,equal to the product of the Executive’s annual incentive award target for suchyear and a fraction, the numerator of which is the number of days in such yearthrough the date of such termination of employment, and the denominator ofwhich is 365; provided, however, that no such amount shall be paid to theExecutive (or to Executive’s estate or legal representative, as the case maybe) if annual incentive awards for such year are not paid to senior-levelexecutives of the Company generally;

iii)            reimbursement forexpenses incurred by the Executive in accordance with the Company’s policy butnot reimbursed prior to the date of such termination of employment;

iv)           any vested deferredbase salary and vested annual incentive awards (including, without limitation,interest or other credits on such vested deferred amounts); and

v)            any other compensationor benefits that may be owed or provided to the Executive in accordance withthe terms and conditions of any applicable plans and programs of the Company.

For purposes of this Agreement, “Disability” shallmean the Executive’s inability, by reason of illness or other physical ormental disability, to perform the principal duties required by the positionheld by the Executive at the inception of such illness or disability, for anyconsecutive 180-day period. A determination of Disability shall be subject tothe certification of a qualified medical doctor agreed to by the Company andthe Executive or, in the Executive’s incapacity to designate a doctor, theExecutive’s legal representative. If the Company and the Executive cannot agreeon the designation of a doctor, then each party shall nominate a qualifiedmedical doctor and the two doctors shall select a third doctor, and the thirddoctor shall make the determination as to Disability.

b)            For Cause. The Companymay terminate the Executive’s employment for Cause (as defined herein) if theBoard determines that Cause exists and serves written notice of suchtermination to the Executive. If, during the Term of Employment, the Companyterminates the Executive’s employment for Cause, all of the Executive’s annualincentive awards, long-term incentive awards, stock options and other stock orlong-term incentive grants which are not then vested or not then exercisableshall be canceled as of the date of the Board’s written notice of termination,and the Executive shall be entitled to receive:

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i)              Executive’s basesalary through the date of such termination of employment at the rate in effectat the time thereof;

ii)             reimbursement forexpenses incurred by the Executive in accordance with the Company’s policy butnot reimbursed prior to the date of such termination of employment;

iii)            any vested deferredbase salary and vested deferred annual incentive awards (including, withoutlimitation, interest or other credits on such vested deferred amounts but notincluding unvested annual incentive awards or amounts payable for the year inwhich the Board’s written notice of termination for Cause is made, or unvestedannual incentive awards or amounts payable after the Board’s written notice oftermination for Cause is made); and

iv)           any other compensationor benefits that may be owed or provided to the Executive in accordance withthe terms and conditions of any applicable plans and programs of the Company.

The Executive shallbe entitled to receive no other compensation or benefits, whether pursuant tothis Agreement or otherwise, except as and to the extent required by law.

For purposes ofthis Agreement, “Cause” shall mean one or more of the following:

(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;

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(VI)         the material violation ofany of the Policies referred to in Section 9 hereof (after 30 days followingwritten notice from the Board specifying such failure, and the Executive’sfailure to cure or remedy such inattention or failure within such 30-dayperiod);

(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.

c)             Without Cause.The Company may terminate the Executive’s employment without Cause. If, duringthe Term of Employment, the Company terminates the Executive’s employmentwithout Cause, other than due to Death or Disability, then in lieu of anyamount otherwise payable under this Agreement, or as damages for termination ofExecutive’s employment without Cause, the Executive shall be entitled toreceive:

i)              (*Amended March 9, 2005*) A cash severance payment (reduced byany applicable payroll or other taxes required to be withheld) equal to the sumof the Executive’s annual salary for the current year plus the Prorated BonusPayment (as defined hereafter). The Prorated Bonus Payment shall equal theproduct of (x) the Executive’s annual incentive award target for the currentyear and (y) a fraction, the numerator of which is the number of days in suchyear through the date of such termination of employment, and the denominator ofwhich is 365. The severance paymentshall be payable in a lump sum amount beginning within thirty (30) days of thedate of the Board’s written notice of termination without Cause. If thenotice of termination is given prior to the determination of the Executive’ssalary or annual incentive award target for the year in which the notice oftermination is given, then the amounts shall be based on the annual salary forthe prior year and the greater of the annual incentive award target for theprior year or the actual annual incentive award earned by the Executive for theprior year. The current year shall be (A) for purposes of determining theExecutive’s annual salary, the year then generally used by the Company forsetting salaries for senior-level executives (currently April 1 throughthe following March 31), and (B) for purposes of determining annualincentive award targets , the fiscal year then generally used by the Companyfor setting annual incentive award targets for senior-level executives, inwhich the Board gives the Executive written notice of termination, and theprior year shall be the twelve-month period immediately preceding the currentyear;

ii)             Reimbursement forexpenses incurred by the Executive in accordance with the Company’s policy butnot reimbursed prior to the date of such termination of employment;

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iii)            Any vested deferredbase salary and vested deferred annual incentive awards (including, withoutlimitation, interest or other credits on such vested deferred amounts); and

iv)           Any other compensationor benefits that may be owed or provided to the Executive in accordance withthe terms and conditions of any applicable plans and programs of the Company.

(*Amended March 9, 2005*) Employee stock options, restrictedstock and deferred stock units (and other stock awards) are governed by theterms of the grant documents and will terminate in accordance therewith and areonly exercisable to the extent provided therein. The payment of the severancepayment (calculated in Section 8.c.i.) as well as all other payments andbenefits provided by the Company to the Executive under this Agreement shall beconditioned on the following: (i) Executive’s continued compliance with thenon-competition and confidentiality provisions provided herein; (ii) theExecutive’s execution of a full release and settlement of any and all claimsagainst the Company; and (iii) the Executive’s execution of a non-disparagementagreement and continued compliance therewith.

d)            VoluntaryTermination. If, during the Term of Employment, the Executive terminates[her/his] employment other than due to Retirement, the Executive shall beentitled to receive:

i)              Executive’s basesalary through the date of such termination of employment at the rate in effectat the time thereof;

ii)             reimbursement forexpenses incurred by the Executive in accordance with the Company’s policy butnot reimbursed prior to the date of such termination of employment;

iii)            any vested deferredbase salary and vested deferred annual incentive awards (including, withoutlimitation, interest or other credits on such vested deferred amounts); and

iv)           no other compensationor benefits except as and to the extent required by law.

e)             Ineligibility forSeverance Plan Payments. Anything in this Agreement to the contrarynotwithstanding, Executive shall not be entitled to any payment under any ofthe Company’s severance plans, programs or arrangements.

f)            (*Added March 9, 2005*)Payment of Deferred Compensation. Notwithstanding anything contained herein tothe contrary, to the extent the Executive is deemed a “key employee” forpurposes of Section 409A of the Internal Revenue Code of 1986, as amended, andnotwithstanding any contrary provision which exists in any of the Company’sdeferred compensation plans, any distribution of deferred compensation to the

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Executivewill be delayed for a period of 6 months after the Termination Date as requiredby Section 409A of the Internal Revenue Code of 1986, as amended.

9.             Company Policies.

The Executiveshall strictly follow and adhere to all written policies of the Company whichare not inconsistent with this Agreement or applicable law including, withoutlimitation, securities laws compliance (including, without limitation, use ordisclosure of material nonpublic information, restrictions on purchases andsales of Company stock, and reporting requirements), conflicts of interest(including, without limitation, doing business with the Company or itsaffiliates without the prior approval of the Board), and employee harassment.

10.           Confidentiality.

The Executive willnot at any time (whether during or after Executive’s employment with theCompany) disclose or use for Executive’s own benefit or purposes, or for thebenefit or purpose of any other person, firm, partnership, joint venture,association, corporation or other business organization, entity or enterprise,any trade secrets, information, data, or other confidential informationrelating to customers, employees, job applicants, services, developmentprograms, prices, costs, marketing, trading, investment, sales activities,promotion, processes, systems, credit and financial data, financing methods,plans, proprietary computer software, request for proposal documents, or thebusiness and affairs of the Company generally, or of any affiliate of theCompany; provided, however, that the foregoing shall not apply to informationwhich is generally known to the industry or the public other than as a resultof the Executive’s breach of this covenant. The Executive agrees that upontermination of [her/his] employment with the Company for any reason, [she/he]will return to the Company immediately all memoranda, books, papers, plans,information, letters and other data, and all copies thereof or therefrom(whether in written, printed or electronic form), in any way relating to thebusiness of the Company and its affiliates.

The Executive acknowledges and agrees that the Company’sremedies at law for a breach or threatened breach of any of the provisions ofthis Section would be inadequate and, in recognition of this fact, theExecutive agrees that, in the event of such a breach or threatened breach, inaddition to any remedies at law, the Company, without posting any bond, shallbe entitled to obtain equitable relief in the form of specific performance, atemporary restraining order, a temporary or permanent injunction or any otherequitable remedy which may then be available.

11.           Covenant Not toCompete.

a)             In General. TheExecutive agrees that during Executive’s employment with the Company and for aperiod of one (1) year after the termination of such employment for whateverreason (the “Non-Compete Period”), [she/he] shall not, anywhere in theUnited States:

i)              act as an employee,director, consultant, partner, principal, agent, representative, owner orstockholder (other than as a stockholder of less than a one

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percent (1%) equity interest) for (1) any publiccompany that derives any revenue from any business line in which the Companyderives $25 million or more in annualized revenues as of the Termination Dateor from the principal business line in which the Executive was directlyinvolved immediately prior to the Termination Date (collectively, the “BusinessLines”) or (2) any private company that derives $25 million or more inannualized revenues from any combination of one or more of the Business Lines;

ii)             solicit businessfrom, or perform services for, or induce others to perform services for, anycompany or other business entity which at any time during the one (1) yearperiod immediately preceding the Termination Date was a client of the Companyor its affiliates; or

iii)            offer, or cause to beoffered, employment with any business, whether in corporate, proprietorship, orpartnership form or otherwise, either on a full-time, part-time or consultingbasis, to any person who was employed by the Company or its affiliates or forwhom the Company or its affiliates performed outplacement services, in eithercase at any time during the one (1) year period immediately preceding theTermination Date.

iv)           For purposes of thisAgreement, affiliates of the Company include subsidiaries 50% or more owned bythe Company and the Company’s franchisees and licensees.

b)            Consideration. Theconsideration for the foregoing covenant not to compete, the sufficiency ofwhich is hereby acknowledged, is the Company’s agreement to employ theExecutive and provide compensation and benefits pursuant to this Agreement.

c)             Equitable Reliefand Other Remedies. The Executive acknowledges and agrees that the Company’sremedies at law for a breach or threatened breach of any of the provisions ofthis Section would be inadequate and, in recognition of this fact, theExecutive agrees that, in the event of such a breach or threatened breach, inaddition to any remedies at law, the Company, without posting any bond, shallbe entitled to obtain equitable relief in the form of specific performance,temporary restraining order, a temporary or permanent injunction or any otherequitable remedy which may then be available.

d)            Reformation. Ifthe foregoing covenant not to compete would otherwise be determined invalid orunenforceable by a court of competent jurisdiction, such court shall exerciseits discretion in reforming the provisions of this Section to the end that theExecutive be subject to a covenant not to compete, reasonable under thecircumstances, enforceable by the Company.

12.           Company Policies,Plans and Programs.

Whenever anyrights under this Agreement depend on the terms of a policy, plan or programestablished or maintained by the Company, any determination of these rightsshall be made on the basis of the policy, plan or program in effect at the timeas of which the determination is made. No reference in this Agreement to anypolicy, plan or program

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established or maintained by the Company shallpreclude the Company from prospectively or retroactively changing or amendingor terminating that policy, plan or program or adopting a new policy, plan orprogram in lieu of the then-existing policy, plan or program.

13.           Binding Agreement;Successors.

a)             This Agreement shallbe binding upon and shall inure to the benefit of the Company and itssuccessors and assigns. The Company shall require any successor (whether director indirect, by purchase, merger, consolidation or otherwise) to all orsubstantially all of the business and/or assets of the Company, by agreement toassume expressly and agree to perform this Agreement in the same manner and tothe same extent that the Company would be required to perform it if no suchsuccession had taken place. For purposes of this Agreement, “Company” shallmean the Company as hereinbefore defined and any successor to its businessand/or assets as aforesaid.

b)            This Agreement shall bebinding up and shall inure to the benefit of the Executive and the Executive’spersonal or legal representatives, executors, administrators, successors,heirs, distributees, beneficiaries, devises and legatees. If the Executiveshould die while any amounts are payable to [him/her] hereunder, all suchamounts, unless otherwise provided herein, shall be paid in accordance with theterms of this Agreement to the Executive’s devisee, legatee, beneficiary orother designee or, if there be no such designee, to the Executive’s estate.

14.           Change In ControlAgreements.

Simultaneouslywith the execution and delivery of this Agreement, the Company and theExecutive have executed and delivered a Change In Control Agreement (“C-I-CAgreement”), which applies under the circumstances and during the perioddescribed therein. If circumstances arise which cause both the C-I-C Agreementand this Agreement to apply to the Company and the Executive, then, to theextent of any inconsistency between the provisions of this Agreement and theC-I-C Agreement, the terms of the C-I-C Agreement alone shall apply. However,if the C-I-C Agreement does not apply (as, for example, if there is no Changein Control as described therein, or the C-I-C Agreement has expired, or theC-I-C Agreement simply does not apply), then the provisions of this Agreementshall control and be unaffected by the C-I-C Agreement.

15.           Notices.

Forthe purposes of this Agreement, notices and all other communications providedfor herein shall be in writing and shall be deemed to have been duly given(i) on the date of delivery if delivered by hand, (ii) on the date oftransmission, if delivered by confirmed facsimile, (iii) on the firstbusiness day following the date of deposit if delivered by guaranteed overnightdelivery service, or (iv) on the third business day following the datedelivered or mailed by United States registered or certified mail, returnreceipt requested, postage prepaid, addressed as follows:

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If to the Executive:

                                           

                                           

                                           

If tothe Company:

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

or to such other address as either party may havefurnished to the other in writing in accordance herewith, except that noticesof change of address shall be effective only upon receipt.

16.           Governing Law.

Thevalidity, interpretation, construction and performance of this Agreement shallbe governed by the laws of the State of Florida, without regard to principlesof conflicts of laws.

17.           Entire Agreement;Amendment.

This Agreement and theC-I-C Agreement contain the entire agreement between the parties concerning thesubject matter hereof and supersede all prior agreements, understandings,discussions, negotiations and undertakings, whether written or oral, betweenthe parties with respect to the subject matter hereof. No provisions of thisAgreement may be amended, modified, waived or discharged unless such amendment,waiver, modification or discharge is agreed to in writing signed by theExecutive and the Company. No agreements or representations, oral or otherwise,express or implied, with respect to the subject matter hereof have been made byeither party which are not set forth expressly in this Agreement.

18.           Counterparts.

ThisAgreement may be executed in one or more counterparts, each of which shall bedeemed to be an original but all of which will constitute one and the sameinstrument.

19.           Non-Assignability.

ThisAgreement is personal in nature and neither of the parties hereto shall,without the consent of the other, assign, or transfer this Agreement or anyrights or obligations hereunder, except as provided in Section 13. Withoutlimiting the foregoing, the Executive’s right to receive payments hereundershall not be assignable or transferable, whether by pledge, creation of asecurity interest or otherwise, other than a transfer by [her/his] will ortrust or by the laws of descent or distribution, and in the event of anyattempted assignment or transfer contrary to this paragraph the Company shallhave no liability to pay any amount so attempted to be assigned or transferred.

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20.           Resolution ofDisputes.

a)             The parties shall submitany claim, demand, dispute, charge or cause of action (in any such case, a “Claim”)arising out of, in connection with, or relating to this 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 16 of this Agreement.

b)            In the event of anydispute arising out of or relating to this Agreement for which any party isseeking injunctive relief, specific performance or other equitable relief, suchmatter may be resolved by litigation. Accordingly, the parties shall submitsuch matter to the exclusive jurisdiction of the United States District Courtfor the Southern District of Florida or, if jurisdiction is not availabletherein, any other court located in Broward County, Florida, and hereby waiveany and all objections to such jurisdiction or venue that they may have. Eachparty agrees that process may be served upon such party in any mannerauthorized under the laws of the United States or Florida, and waives anyobjections that such party may otherwise have to such process.

21.           No Setoff.

TheCompany shall have no right of setoff or counterclaim in respect of any claim,debt or obligation against any payment provided for in this Agreement.

22.           Non-Exclusivity ofRights.

Nothingin this Agreement shall prevent or limit the Executive’s continuing or futureparticipation in any benefit, bonus, incentive or other plan or programprovided by the Company or any of its subsidiaries or successors and for whichthe Executive may qualify, nor shall anything herein limit or reduce suchrights as the Executive may have under any other agreements with the Company orany of its subsidiaries or successors. Amounts which are vested benefits orwhich the Executive is otherwise entitled to receive under any plan or programof the Company or any of its subsidiaries shall be payable in accordance withsuch plan or program, except as explicitly modified by this Agreement.

23.           Withholding.

The Company maywithhold from any amounts payable under this Agreement such federal, state andlocal taxes as are required to be withheld (with respect to amounts payablehereunder or under any benefit plan or arrangement maintained by the Company)pursuant to any applicable law or regulation.

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24.           Invalidity ofProvisions.

Inthe event that any provision of this Agreement is adjudicated to be invalid orunenforceable under applicable law in any jurisdiction, the validity orenforceability of the remaining provisions thereof shall be unaffected as tosuch jurisdiction and such adjudication shall not affect the validity orenforceability of such provision in any other jurisdiction. To the extent thatany provision of this Agreement is adjudicated to be invalid or unenforceablebecause it is overbroad, that provision shall not be void but rather shall belimited to the extent required by applicable law and enforced as so limited. Theparties expressly acknowledge and agree that Sections 11 and 24 arereasonable in view of the parties’ respective interests.

25.           Non-Waiverof Rights.

Thefailure by the Company or the Executive to enforce at any time any of theprovisions of this Agreement or to require at any time performance by the otherparty of any of the provisions hereof shall in no way be construed to be awaiver of such provisions or to affect either the validity of this Agreement,or any part hereof, or the right of the Company or the Executive thereafter to enforceeach and every provision in accordance with the terms of this Agreement.

**PLEASE NOTE: BY SIGNING THISAGREEMENT, THE EXECUTIVE IS HEREBY CERTIFYING THAT THE EXECUTIVE (A) HASRECEIVED A COPY OF THIS AGREEMENT FOR REVIEW AND STUDY BEFORE EXECUTING IT;(B) HAS READ THIS AGREEMENT CAREFULLY BEFORE SIGNING IT; (C) HAS HADSUFFICIENT OPPORTUNITY BEFORE SIGNING THE AGREEMENT TO ASK ANY QUESTIONS THEEXECUTIVE HAS ABOUT THE AGREEMENT AND HAS RECEIVED SATISFACTORY ANSWERS TO ALLSUCH QUESTIONS; AND (D) UNDERSTANDS THE EXECUTIVE’S RIGHTS AND OBLIGATIONSUNDER THE AGREEMENT.**

**THISAGREEMENT IN SECTION 20****CONTAINS ABINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.**

[signatures appearon the following page]

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IN WITNESSWHEREOF, the parties have caused this Agreement to be executed and delivered asof the day and year first above set forth.
| ** ** | **SPHERION CORPORATION** |
|------------|--------------------------|
| ** ** | ** **               |
| ** ** | ** **               |
|       | By:                      |   |
|       |                     |
|       | Name:                    |   |
|       |                     |
|       | Title:                   |   |
|       |                     |
|       |                     |
| ** ** | **EXECUTIVE**            |
| ** ** | ** **               |
| ** ** | ** **               |
|       | By:                      |   |
|       |                     |
|       | Name:                    |   |
|            |                          |  |  |  |  |  |

 

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*      This document is a compilationof the original employment agreement as well as several amendments thereto. Itis being presented in this format in order to assist the reader.

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SCHEDULE A
| **Executive’s  Name** | ** ** | **Date of  Executive’s  Employment  Agreement** | ** ** | **Executive’s  Position**                           | ** ** | **Executive  Reports to:**            | ** ** | **Date of  Executive’s  Prior  Employment  Agreement** |
|----------------------------|------------|------------------------------------------------------|------------|----------------------------------------------------------|------------|---------------------------------------|------------|-------------------------------------------------------------|
| William J. Grubbs          |       | February 21, 2006, as amended February 20, 2007      | ** ** | Executive Vice President                                 |       | President and Chief Executive Officer |       | Not applicable                                              |
| John Heins                 | ** ** | February 20, 2007                                    |       | Senior Vice President and Chief Human Resources  Officer |       | President and Chief Executive Officer |       | Not applicable                                              |

 

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