Restated Special Executive Retirement Plan

RESTATED SPECIAL EXECUTIVE RETIREMENT PLAN





Analysts International Corporation (the "Company") established the Special Executive Retirement Plan (the "Plan") effective as of June 21, 1984, which has been amended from time to time. The Company further desires to amend and restate the Plan, generally effective January 1, 2005, to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations, notices and other guidance of general applicability issued thereunder (hereinafter referred to as "Code Section 409A").



1. Purpose . The purpose of the Plan is to assist the Company's key senior executives with retirement and to encourage them to remain in the Company's employ. The Plan is an arrangement maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees and is intended to be an unfunded arrangement for tax purposes and purposes of Title I of the Employee Retirement Income Security Act of 1974.



2. Participants . The Board of Directors of the Company shall, from time to time, select those key senior executives who shall participate in the Plan (hereinafter referred to as a "Participant"). Exhibit A reflects those key senior executives who have been selected to participate in the Plan as of December 30, 2005.



3. Amount of Benefit; Bookkeeping Accounts



a. Initial Account Balance . For each Participant, the Company shall calculate the present value of all benefits accrued by such Participant under the Plan as it read prior to this restatement as of December 30, 2005, using a discount rate of 6%. Such amount shall be credited to a bookkeeping account (the "Deferred Compensation Account" ) in the name of the Participant.



b. Basic Employer Contributions . Effective for Plan Years beginning on and after January 1, 2006, the Company shall make a basic employer contribution to the Participant's Company Contribution Account, which is a subaccount of the Participant's Deferred Compensation Account. Such basic employer contribution shall be determined according to the following schedule:



Chief Executive Officer 20% of Base Salary



All Other Executive Officers 15% of Base Salary







c. Supplemental Employer Contributions . Effective for Plan Years beginning on and after January 1, 2006, the Company may, in its discretion, credit additional amounts to the Participant's Company Contribution Account. The amount of such additional contribution, if any, shall be determined by the Company's Board of Directors, and may be determined based on the Participant's or the Company's performance.

d. Participant Deferrals . A Participant may file, on a form prescribed by the Company, prior to the later of (i) the first day of the Plan Year, and (ii) the 31st day after the key senior executive employee first becomes a Participant, an irrevocable election to defer the receipt of up to 50% of the base salary and up to 100% of the bonus compensation payable to the Participant during such Plan Year. Such election shall apply only to compensation or fees earned for services performed after the election is filed. Amounts so deferred shall be credited to the Participant's Salary Deferral Account, which is a subaccount of the Participant's Deferred Compensation Account. Notwithstanding the foregoing, a Participant' s election shall be immediately revoked if the Participant receives a hardship distribution from the Company's 401(k) Plan.



e. Value of Deferred Compensation Account . The value of a Participant's Deferred Compensation Account at any time shall be the sum of the Salary Deferral Account and Company Contribution Account, adjusted as follows:



i. Company Contribution Account . The Participant's Company Contribution Account shall be adjusted for interest, compounded annually, at a rate equal to the 10-year Treasury bill rate in effect as of the January 1st of each year plus 1%, 2% or 3%, as determined by the Board of Directors and communicated to Participants from time to time. Such interest adjustments shall continue until all amounts credited to such Account have been distributed as provided in Section 5 below.



ii. Salary Deferral Account .



a. The Participant's Salary Deferral Account shall be adjusted for interest, compounded annually, at a rate equal to the 10-year Treasury bill rate in effect as of the January 1st of each year plus 1%, 2% or 3%, as determined by the Company's Board of Directors and communicated to Participants from time to time. Such interest adjustments shall continue until all amounts credited to such Account have been distributed as provided in Section 5 below.



b. Notwithstanding the foregoing, the Company may, in its sole discretion, provide for the adjustment of the Participant's Salary Deferral Account for investment earnings and losses calculated by assuming that the Participant has invested his or her Salary Deferral Account in one or more investment funds selected by the Participant from a list of investment funds made available by the Company. The Company may, at any time and in its sole discretion, change the investment funds that it makes available, but only with respect to future periods. The Participant may change his or her selection of investment funds from among those available at any time. Neither the Company, its Board of Directors, nor any member of the Board of Directors, nor any agent, employee or advisor of the Company shall be liable for any decrease in the Participant's Salary Deferral Account as a result of the performance or lack thereof of any investment fund selected by the Participant.








4. Vesting . A Participant's Deferred Compensation Account shall be fully vested at all times.



5. Distributions .



a. Time of Distribution; Specified Date, Separation from Service or Death . Except as otherwise provided in this Section 5, payment of the Participant's Deferred Compensation Account shall be made or commence to the Participant (or, in the event of the Participant's death to the Participant's Beneficiary) on the latest of (i) the date specified by the Participant in his or her deferral election, (ii) within thirty (30) days following the date of the Participant's Separation from Service, and (iii) within thirty (30) days following the date of the Participant's death. The Participant may elect a new distribution date for his or her Deferred Compensation Account; provided, however, that such election must be made at least twelve (12) months prior to the original distribution date and must postpone payment for at least five (5) years after such original distribution date.



b. Time of Distribution; Disability . Except as otherwise provided in this Section 5, in the event of the Participant's Disability, payment of the Participant's Deferred Compensation Account shall be made or commence to the Participant three (3) months following the commencement of the Participant's benefits under the Company's group long-term disability plan.



c. Special Rule for Key Employees . Notwithstanding anything in this Section 5 to the contrary, if the Company determines that the Participant is a "specified employee" as defined in Code Section 409A as of the date of the Participant's Separation from Service, payment of the Participant's Deferred Compensation Account shall not be made or commence earlier than the date that is six months after the date of the Participant's Separation from Service, but shall be made or commence during the calendar year following the year in which the Separation from Service occurs and within 30 days of the earliest possible date permitted under Code Section 409A.



d. Form of Distribution . Distribution of the Participant's Deferred Compensation Account shall be made in cash, in a single lump-sum payment or in 120 monthly installments, as elected by the Participant; provided however, that the Participant's election to receive his or her Deferred Compensation Account in the form of monthly installments shall not be effective unless the value of the Participant's Deferred Compensation Account equals or exceeds $120,000 as of the date of his or her election, in which case the Participant shall receive the entire value of his or her Deferred Compensation Account in the form of a single lump-sum payment; and provided, further, that if the Participant has not elected a form of distribution, the Participant's Deferred Compensation Account shall be distributed in the form of a single-lump sum payment.



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