**Exhibit      10-jj**

**RESTATED      SPECIAL EXECUTIVE RETIREMENT PLAN**

**Purpose**

**Participants**

**Amount of Benefit;      Bookkeeping Accounts**

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**Vesting**

**Distributions**

**                                               **

**Change of Control**

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**Definitions**

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**Nature of Company’s Obligations**

**Relationship of      the Plan to Present Company      Benefits**

**General**

**.**
Deferred Compensation      

                                     b.            Liability of Company.  The Company shall have no liability in      connection with the Plan except to pay any nonforfeitable benefits in accordance      with the terms of the Plan.  The Company has made no representations to any      Participant with respect to the tax implications of any transactions      contemplated by the Plan.  Each Participant shall obtain his or her own      counsel to advise the Participant with respect to the tax effect of the      Plan.

                                     c.            Binding Effect.  The Plan shall be binding upon the Participants and      the Company and their heirs, executors and assigns.  The Company shall not      be a party to any merger, consolidation or reorganization unless and until      its      obligations under the Plan shall be expressly assumed by its successor or      successors.

                                     d.            Payment in Case of Incompetency.  If, in the judgment of the Company      based upon facts and information readily available to it, any person entitled      to      receive a payment hereunder is incapable for any reason of personally receiving      and giving a valid receipt for the payment of a benefit, the Company may cause      such payment or any part thereof to be made to the duly appointed guardian      or      legal representative of such person, or to any person or institution      contributing to or providing for the care and maintenance of such person,      provided that no prior claim for said payment has been made by a duly appointed      guardian or legal representative of such person.  The Company shall not be      required to see to the proper application of any such payment made in accordance      with the provisions hereof, and any such payment shall constitute payment for      the account of such person and a full discharge of any liability or obligation      of the Company.

                                     e.            Withholding**.**  The Company shall have the right to      deduct from all amounts payable hereunder any state or federal taxes required      by      law to be withheld with respect to such awards.  If the Company is unable      to withhold such federal and state taxes, for whatever reason, the Participant      hereby agrees to pay to the Company an amount equal to the amount the Company      would otherwise be required to withhold under federal or state law. 

                                     f.             Right to Terminate Employment.  No employee or other person shall      have any claim or right to receive awards under or otherwise participate in      the      Plan.  Neither the Plan nor any action taken hereunder shall be construed      as giving any employee any right to be retained in the employment of the      Company, interfere with the right of the Company to discharge any employee      at      any time, give the Company the right to require an employee to remain in its      employ, interfere with the employee's right to terminate employment at any      time,      or interfere with the employee’s rights under any employment agreement between      the employee and the Company.

                                     g.            Plan Shall be Unfunded.  The Plan shall at all times be entirely      unfunded, no action shall be taken at any time which would have the effect      of      segregating assets of the Company for payment of any benefit hereunder, and      no      Participant or other person shall have any interest in any particular assets      of      the Company by reason of the right to receive a benefit hereunder.  Any      Participant or other person shall have only the rights of a general unsecured      creditor of the Company with respect to any rights hereunder.  The Company      may, in its discretion, establish a Trust to provide for payment of      Participants’ deferred compensation benefits.

                                     h.            Compliance with Applicable Laws.** **The Company and      Participants intend that the Plan comply with the applicable provisions of      the      Internal Revenue Code of 1986, as amended from time to time, and the regulations      thereunder, with the applicable provisions of ERISA, as amended, and the      regulations thereunder, and with any provisions of the Securities Exchange      Act      of 1934, as amended, that may be applicable.  If, at a later date, these      provisions are construed in such a way as to make the Plan null and void, the      Plan shall be given effect in a manner that shall best carry this      intention.

                                     i.             Notices.  Any notice, election or form to be delivered pursuant to      the Plan shall be given in writing and delivered, personally or by first-class      mail, postage prepaid, to the Company, the Participant or any other person,      as      the case may be, at their last known address.

                                     j.             Headings.  Headings or titles at the beginning of articles and      sections are for convenience of reference, shall not be considered a part of      the      Plan, and shall not influence its construction.

                               k.            Amendment and Termination.  The Board of Directors,      and only the      Board of Directors, may alter, amend or terminate the Plan at any time;      provided, however, that no amendment to the Plan may alter, impair or reduce      the      value of a Participant’s deferred compensation benefits to the extent vested      prior to the effective date of such amendment, without the written consent      of      such Participant.  Notwithstanding      the foregoing, the Company expressly reserves the right to amend the Plan to      the      extent necessary or desirable to comply with the requirements of the Code      Section 409A and the regulations, notices and other guidance of general      applicability issued thereunder without the consent of any      Participant.

|   | **ANALYSTS                  INTERNATIONAL CORPORATION** |
|--------|---------------------------------------------------------|
|   |                                                    |
|   |                                                    |
| By     |  __________________________________                |
| Its    |  __________________________________                |
|   |                                                    |
|   |                                                    |
|   |                                                    |

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**EXHIBIT      A**

**TO**

**Analysts      International Corporation**

**RESTATED      SPECIAL EXECUTIVE RETIREMENT      PLAN**

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