Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )


Analysts International Corporation
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
ý	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

			Page

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS			1
GENERAL INFORMATION			2
	Outstanding Shares and Voting Rights		2
	Solicitation of Proxies		3
CORPORATE GOVERNANCE			3
	Director Independence and Board Meetings, Independent Board Committees and Committee Meetings, Other Corporate Governance Matters		4
	Board Meetings		4
	Independent Audit, Compensation and Nominating and Governance Committees		4
		Audit Committee	5
		Compensation Committee	6
		Nominating and Governance Committee	8
		Other Corporate Governance Matters	10
PROPOSAL NUMBER ONE: ELECTION OF DIRECTORS			12
	Nominees		12
	Composition		12
PROPOSAL NUMBER TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			16
	Independent Registered Public Accounting Firm's Fees		16
	Audit Fees		17
	Audit-Related Fees		17
	Tax Fees		17
	All Other Fees		17
	Non-Audit Services		17
	Audit Committee Pre-Approval Policy		17
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			18
	Beneficial Ownership by Principal Shareholders		18
	Beneficial Ownership by Management		19
EXECUTIVE COMPENSATION			20
	Summary Compensation Table–Fiscal Years 2010 and 2009		20
	Narrative Disclosure of Executive Compensation and Additional Disclosures		23
		Employment Agreements/Arrangements–Named Executive Officers Currently Employed by the Company	23
		Change in Control Severance Pay Plan	28
		Severance Arrangements with Named Executive Officers Who Are No Longer Employed by the Company	29
		Annual Cash (Non-Equity) Incentive Compensation	30
		Equity Incentive Compensation	31
		Deferred Compensation Plan	31
		Tax and Accounting Implications	32
	Outstanding Equity Awards At Fiscal Year-End		33
	Board of Directors Compensation–2010 Fiscal Year		34
	Narrative Disclosure of Director Compensation		35
		Annual Retainers; Board Meeting Fees; Committee Meeting Fees	35
		Equity Compensation	35
		Indemnification	35
		Report of the Audit Committee	35
OTHER INFORMATION			37
	Other Business		37
	2012 Shareholder Proposals		37
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			38
ANNUAL REPORT/FORM 10-K			38

Notice is hereby given to the holders of the shares of Common Stock of Analysts International Corporation that the Annual Meeting of Shareholders of the Company will be held at the Sheraton Bloomington Hotel, Minneapolis South, 7800 Normandale Boulevard, Minneapolis, Minnesota 55439, on Tuesday, May 24, 2011 at 9:00 a.m. Central Daylight Time, to consider and act upon the following matters:

Only shareholders of record at the close of business on April 4, 2011 will be entitled to vote at the Annual Meeting or any postponement or adjournments of the meeting.

You are cordially invited to attend the Annual Meeting. Even if you do not plan to attend the meeting, we urge you to sign, date and return the proxy card in the envelope provided, or vote your shares over the Internet or telephone by following the instructions on the enclosed proxy card. Your proxy is important to ensure a quorum at the meeting.

You may obtain assistance with directions to the Annual Meeting in order to vote in person by calling Jill Dose at 952-838-2960.

IMPORTANT NOTICE REGARDING
INTERNET AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 24, 2011

THE PROXY STATEMENT, FORM OF PROXY,
NOTICE OF MEETING AND ANNUAL REPORT
TO THE SHAREHOLDERS ARE AVAILABLE FREE
OF CHARGE AT: https://materials.proxyvote.com/032681

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of proxies in the accompanying form, for use at the 2011 Annual Meeting of Shareholders of the Company on May 24, 2011, at the location and for the purposes set forth in the Notice of Annual Meeting, and at any adjournment thereof. Shares will be voted in the manner directed by the shareholders through their proxies, Internet voting or telephone voting. As of the record date, April 4, 2011, there were 5,012,385 shares of common stock outstanding and entitled to be voted. Each share is entitled to one vote. Cumulative voting is not permitted.

Proxy cards that are signed by shareholders but lack any such specification will be voted in favor of the proposals as set forth herein. A shareholder giving a proxy may revoke it at any time before it is exercised by (a) delivering to the Secretary of the Company, at or prior to the meeting, a later dated duly executed proxy relating to the same shares, or (b) delivering to the Secretary of the Company, at or prior to the meeting, a written notice of revocation bearing a later date than the proxy. Any written notice or proxy revoking a previously submitted proxy should be sent to Analysts International Corporation, 3601 West 76th Street, Edina, Minnesota 55435, Attention: Robert E. Woods, Secretary.

Alternatively, in lieu of returning signed proxy cards, shareholders of record can vote their shares over the Internet or by calling a specially designated telephone number. These Internet and telephone voting procedures are designed to authenticate shareholders' identities, to allow shareholders to provide their voting instructions, and to confirm that their instructions have been recorded properly. Specific instructions for shareholders of record who wish to use the Internet or telephone voting procedures are set forth on the enclosed proxy card. The proxy card covers the number of shares to be voted, including any shares held for those who own shares of common stock through the Analysts International Savings and Investment Plan.

The proxy card also serves as a voting instruction to the Trustee of the Analysts International Savings and Investment Plan for shares held in the Plan as of the record date, provided that instructions are furnished over the Internet or by telephone by 11:59 p.m. Central Daylight Time on

May 23, 2011, or that the card is signed, returned, and received by the Trustee no later than the close of business on May 23, 2011. If instructions are not received over the Internet or by telephone by 11:59 p.m. Central Daylight Time on May 23, 2011, or if the signed proxy card is not returned and received by the close of business on May 23, 2011, the shares in the Plan will be voted by the Trustee in proportion to the shares for which the Trustee receives timely voting instructions.

Directors will be elected by a favorable vote of a plurality of the common shares cast with respect to the election of directors. The affirmative vote of a majority of the common shares present and entitled to vote at the meeting is required for ratification of the appointment of auditors.

All shares voted by proxy, including abstentions, will be counted in determining whether a quorum is present at the meeting. If a shareholder abstains from voting as to any matter, then the shares held by such shareholder shall be deemed present at the meeting for purposes of determining a quorum and for purposes of calculating the vote with respect to such matter, but shall not be deemed to have been voted in favor of such matter. Abstentions, therefore, as to any proposal other than the election of directors will have the same effect as votes against such proposal. If a broker returns a "non-vote" proxy, indicating a lack of voting instructions by the beneficial holder of the shares and a lack of discretionary authority on the part of the broker to vote on a particular matter, then the shares covered by such non-vote proxy shall be deemed present at the meeting for purposes of determining a quorum but shall not be deemed to be represented at the meeting for purposes of calculating the vote required for approval of such matter.

Pursuant to recent amendments to the New York Stock Exchange ("NYSE") rules, brokers do not have discretion to vote shares on the election of directors. This NYSE rule governs all brokers. Consequently, this amendment affects all public companies that have shares held in "street name," not just NYSE-listed companies. Accordingly, if your shares are held in street name and you do not submit voting instructions to your broker, your shares will not be counted in determining the outcome of the election of the director nominees.

Solicitation will be conducted primarily by mail, and, in addition, directors, officers and employees of the Company may solicit proxies personally, by telephone or by mail at no additional compensation to them. The Company will reimburse brokerage houses and other custodians for their reasonable expenses in forwarding proxy materials to beneficial owners of common stock. The Company has retained D. F. King, 48 Wall Street, 22^nd Floor, New York, NY 10005 to assist with solicitation of proxies from brokerage houses and other custodians who are record holders of shares owned beneficially by others, the estimated cost of which is $10,000 plus out-of-pocket expenses.

The business and affairs of the Company are conducted under the direction of the Board of Directors in accordance with the Minnesota Business Corporation Act and the Company's Articles of Incorporation and Bylaws. Members of the Board of Directors are informed of the Company's business through discussions with

management, by reviewing materials provided to them and by participating in meetings of the Board of Directors and its committees, among other activities. The corporate governance practices that the Company follows are summarized below.

Director Independence and Board Meetings, Independent Board Committees and Committee Meetings, Other Corporate Governance Matters

The Company's Board of Directors currently is comprised of a total of six members. Five of the members of the current Board are "independent" as defined by the listing standards of The Nasdaq Global Market. Nasdaq's definition of "independence" includes a requirement that our Board also review the relationships concerning independence of each new director on a subjective basis. In accordance with that review, our Board has made a subjective determination as to each independent director that no relationships exist that, in our Board's opinion, would interfere with his or her exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the directors reviewed and discussed information provided by the directors and by us with regard to each director's business and personal activities as they may relate to our business and our management. None of the directors is related to any other director or to any executive officer of the Company.

Each of our directors, other than Robert E. Woods, our Secretary, qualifies as "independent" in accordance with the listing standards of The Nasdaq Global Market. Mr. Woods is precluded from being considered independent because he has received compensation from the Company in excess of $120,000 during the 12-month period preceding the date on which this Proxy Statement was mailed. The current independent directors are: Brigid A. Bonner, Krzysztof K. Burhardt, Joseph T. Dunsmore, Galen G. Johnson and Douglas C. Neve.

Five of the nominees proposed for election herein are "independent" as defined by the listing standards of The Nasdaq Global Market (Ms. McKinney and Mr. Woods are not independent).

During the 2010 fiscal year, the Board of Directors held seven regular meetings and one special meeting. The Board of Directors also took one written action without meeting during the fiscal year. No incumbent director attended less than 75% of the aggregate of all Board of Directors meetings and all meetings held by any committee of the Board of Directors on which such director served.

The independent directors hold regularly scheduled executive sessions, generally in conjunction with regularly scheduled Board meetings, but in no event less than two times per year.

The Company has standing audit, compensation and nominating and governance committees.

The members of the Audit Committee are: Douglas C. Neve (Chair), Krzysztof K. Burhardt and Galen G. Johnson. All of the members of the Audit Committee are "independent" as defined by the listing standards of The Nasdaq Global Market and meet the definition of "independence" in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934. The Committee held five regular meetings during the past fiscal year, and Committee members consulted with one another on Committee matters between meetings. The Committee's purpose, as stated in its charter, is to oversee the majority of the Company's accounting and financial reporting policies and practices and to assist the Board of Directors in fulfilling its fiduciary and corporate accountability responsibilities.

The Committee's responsibilities include: (i) appointment, retention, compensation, evaluation, termination and oversight of the Company's independent registered public accounting firm, including resolution of disagreements between management and the independent auditors regarding financial reporting; (ii) review and approval of the overall scope, plans and staffing of the annual audit as proposed by the independent registered public accounting firm; (iii) review of the results of the annual audit and quarterly reviews conducted by the independent registered public accounting firm; (iv) discussions with the independent auditors of critical accounting policies and procedures used by the Company; (v) review and pre-approval of services to be rendered by the Company's independent registered public accounting firm; (vi) maintaining a system for anonymous reporting of accounting irregularities, ethics concerns and violations; (vii) review and discussion with management and the independent auditors of the Company's financial statements and other financial information to be included in the Company's public filings or otherwise disclosed; (viii) review of and consideration of recommendations of the independent registered public accounting firm regarding the Company's system of internal accounting controls and financial reporting; (ix) review and oversight of the Company's related-party policy and approval of related-party transactions, if any; and (x) annual review of the Committee's performance.

The Committee's responsibilities also include (a) conducting executive sessions with the external auditors, management, the Chief Financial Officer and internal audit resources as necessary; (b) reviewing and evaluating the performance of the external auditors and discharging them if necessary; and (c) discussing with management and the independent auditors, prior to filing thereof, the Company's Annual Report on Form 10-K, its quarterly reports on Form 10-Q and the Company's annual proxy statement. The Company's independent registered public accounting firm always has direct access to Audit Committee members. The Committee is required to prepare and present an annual report to the Board as called for in the Committee's Charter. This Proxy Statement provides further information about the Audit Committee under the caption "Report of the Audit Committee."

The Audit Committee Charter, previously adopted and amended by the Company's Board of Directors on November 4, 2009, further describes the role of the Audit Committee in overseeing the Company's financial reporting process. The Charter is available free of charge in the Investor

The Board of Directors has determined that Messrs. Neve and Johnson are "audit committee financial experts" as defined by the Securities and Exchange Commission. Each of them possesses: (i) an understanding of generally accepted accounting principles and financial statements; (ii) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; (iii) experience preparing, auditing, analyzing or evaluating financial statements with a breadth and level of complexity commensurate with those presented by the Company's financial statements; (iv) an understanding of internal control over financial reporting; and (v) an understanding of audit committee functions.

The members of the Compensation Committee are: Krzysztof K. Burhardt (Chair), Joseph T. Dunsmore and Galen G. Johnson. All of the members of the Compensation Committee are "independent" as defined by the listing standards of The Nasdaq Global Market. The Committee held four regular meetings during the past fiscal year and took one action on stock option grants at one regular meeting of the Board. The Committee also took action without meeting once during the fiscal year. Committee members also consulted with one another on Committee matters during the year.

A copy of the Compensation Committee Charter, previously adopted and amended by the Company's Board of Directors on February 24, 2010, further describes the role of Committee. The Charter is available free of charge in the Investor Relations section of the Company's website at www.analysts.com.

The Compensation Committee is responsible for: (i) an annual recommendation of a suitable, high-level compensation and benefits strategy to the Board of Directors; (ii) periodic evaluation and review with management of the Company's compensation philosophy; (iii) annual review and approval of corporate goals and objectives, in consultation with other independent members of the Board of Directors, relevant to the compensation program for and performance of our Chief Executive Officer; (iv) setting the Chief Executive Officer's compensation in alignment with the annual review and approval of CEO goals and objectives; (v) annual review and approval of total compensation for the executive officers of the Company; (vi) recommending to the Board of Directors submission of all new equity-based incentive plans to the Company's shareholders; (vii) granting options under the Company's equity-based incentive plans; (viii) to the extent required by SEC rules and regulations, reviewing and discussing a Compensation Discussion and Analysis, if any, to be included in the Company's proxy statement or Annual Report on Form 10-K; (ix) periodic review of director compensation levels; (x) approval of any settlement of employment-related lawsuits exceeding $100,000; and (xi) annual performance evaluation of the Committee. The charter of the Compensation Committee does not provide for delegation of its authority.

During fiscal year 2010, the Committee directly engaged the services of The Delves Group to evaluate the Company's management incentive strategies and determine the market competitiveness of compensation levels of the Company's executives and other management personnel. The Committee also reviewed the market competitiveness of the compensation paid to members of the Board of Directors. The Company did not engage The Delves Group for any other services during fiscal year 2010.

No compensation consultant provided additional services to the Company or its affiliates in an amount in excess of $120,000 during the last completed fiscal year.

As an information technology (IT) staffing and services company, we operate in a highly competitive industry. Attracting, retaining and motivating talented executives who will drive our marketplace success is a critical component of our ongoing financial performance. Because of this, our Committee believes that our compensation program should be designed with a dual purpose: to provide a level of total compensation required to attract and retain talented and experienced key executives and to provide rewards to motivate individual performance in a manner designed for us to achieve long-term success and earnings growth. Specifically, the Committee seeks to:

In making decisions with respect to each element of executive compensation, the Committee takes into consideration the total value of the compensation elements for each executive and all executives as a group, with the assistance of compensation consultants from time to time as the Committee deems necessary. The Committee also examines the compensation practices of our peer companies representing companies with which we believe we compete in recruiting executive talent. In addition to reviewing compensation levels against those of our peers, our Committee has considered or may consider compensation data from other sources such as proprietary compensation surveys of our compensation consultant, surveys of other human resources consulting firms, information

The Committee meets both in executive session and with the Chief Executive Officer to deliberate and act on compensation matters. In making its compensation decisions, the Committee will consider the input and recommendations from its Chief Executive Officer and the Company's human resources department concerning compensation matters of the Chief Executive Officer as well as other officers, including base salary, cash incentives, stock option and restricted stock awards and severance and change in control arrangements. The Chief Executive Officer may not be present during deliberations or voting relating to his or her compensation.

The members of the Nominating and Governance Committee are: Brigid A. Bonner (Chair), Joseph T. Dunsmore and Robert E. Woods. Ms. Bonner and Mr. Dunsmore are "independent" as defined by the listing standards of The Nasdaq Global Market. The Committee held four regular meetings during the fiscal year and took no action without meeting during the fiscal year. Committee members consulted with one another on Committee matters throughout the year.

The Committee is responsible for: (i) identifying and evaluating individuals qualified to serve on the Board of Directors or to fill open positions and periodically reviewing each incumbent director and new director candidates; (ii) developing and recommending criteria for service on the Board and reviewing the skills composition of members of and candidates for the Board of Directors; (iii) making annual recommendations of individuals for election at the Company's annual meeting or to be added to the Board at other times as necessary; (iv) recommending to the Board of Directors the compositions of the Board's committees and the members to chair the committees; (v) developing, reviewing and revising the Company's corporate governance standards, including size of the Board of Directors, codes of conduct and the orientation and continuing education of Board members; (vi) overseeing organization, membership and evaluation of Board committee members; (vii) requiring each committee and the Board of Directors as a whole to maintain an annual review process to evaluate their performance and overseeing the annual review of and reporting the results of such review to the Board of Directors; and (viii) conducting an annual self-assessment of the performance of the Committee.

A copy of the Nominating and Governance Committee Charter, as adopted by the Company's Board of Directors on October 28, 2008, and which further describes the role of Committee, is available free of charge in the Investor Relations section of the Company's website at www.analysts.com.

The Nominating and Governance Committee believes that in general candidates for directors should have certain minimum qualifications, including possessing the ability to read and understand basic financial statements; being under 72 years of age (except those directors already serving on the Board prior to December 13, 2002); having experience with the Company's business

and industry or experience in general business practices; having high moral character and mature judgment; being an independent thinker who is also able to work collegially with others; and not currently serving on more than four boards of public companies. The Nominating and Governance Committee reserves the right to modify these minimum qualifications from time to time.

The Nominating and Governance Committee will consider those candidates for nomination as a director recommended by shareholders, directors, third party search firms engaged by the Company and other sources. In evaluating director nominees, the Committee considers the following factors: (i) the appropriate size and the diversity of the Company's Board of Directors; (ii) the needs of the Board with respect to the particular talents and experience of its directors; (iii) the knowledge, skills and experience of nominees, including experience in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board; (iv) diversity among members of the Board in terms of knowledge, experience, skills, expertise and other demographics that contribute to the Board's diversity; (v) familiarity with domestic and international business matters; (vi) experience with accounting rules and practices; (vii) appreciation of the relationship between the Company's business and changes in the Company's industry and business in general; and (viii) the desire to balance the considerable benefit of board continuity with the periodic injection of the fresh perspective provided by new members. Other factors to be considered may include a history of supporting and instituting change in company culture, business processes, infrastructure or financials; experience with strategic planning; analytical skills; a history of achieving results and success as an executive; current connection to the business world, especially in geographic areas where the Company operates; and experience in the Company's industry, finance, marketing, management, technology, a public company or corporate transactions.

A shareholder who wishes to recommend one or more directors must provide a written recommendation to the Company at the address below. Notice of a recommendation must include the name and address of the shareholder making the recommendation and the class and number of shares such shareholder owns. With respect to the person being recommended, the shareholder should include the recommended person's name, age, business address, residence address, current principal occupation, five-year employment history with employer names and a description of the employer's business, particular experience, qualifications, attributes or skills that lead the shareholder to conclude that this person should serve as a director, disclosure of any involvement in legal proceedings bearing on the fitness of the candidate serve as a director, the number of shares beneficially owned by the recommended person, whether such person can read and understand basic financial statements, and any board membership current held or held during the past five years.

The Nominating and Governance Committee will consider the attributes of the candidates and the needs of the Board and will review all candidates in the same

Analysts International Corporation
Attention: Secretary
3601 West 76th Street, Fifth Floor
Edina, MN 55435

The Company expects directors to attend the Annual Shareholders Meeting and has adopted a formal policy that all directors attend the Annual Meeting. The policy also provides that, in the event that a director is unable to attend the Annual Meeting, the director must send a written notice at least ten (10) days prior to such meeting, or as soon as practicable in the event of sudden or emergent circumstances. All of our Board members attended the 2010 Annual Shareholders Meeting.

The Board of Directors has adopted a Code of Ethical Business Conduct that applies to all employees of the Company and a Code of Ethics for Senior Financial Executives (amended November 4, 2009) (collectively "Codes of Ethics"). The Codes of Ethics are publicly available free of charge in the Investor Relations section of the Company's website at www.analysts.com. If any substantive amendments to the Codes of Ethics are made or a waiver granted to the Company's executive officers, including any implicit waiver, from a provision of the Codes of Ethics, the Company will disclose the nature of such amendments or waiver on the Company's website at www.analysts.com or in a report on Form 8-K.

Since 2003 the Company has had separate individuals serving as Chairman of the Board and as Chief Executive Officer. The CEO is responsible for setting the strategic direction of the Company and managing the day-to-day leadership and performance of the Company, while the Chairman provides guidance to the CEO, sets the agenda for meetings of the Board of Directors and presides over meetings of the full Board. The Company believes this structure strengthens the role of the Board in fulfilling its oversight responsibility and fiduciary duties to the Company's shareholders while recognizing the day-to-day management direction of the Company by its CEO, Brittany McKinney.

The Company is exposed to a number of risks and has developed a process that (a) ranks and prioritizes identified risks, (b) assigns senior executives ownership of specific areas of risk who are charged with creating risk management action plans, (c) implements and monitors risk mitigation action plans, and (d) encourages internal audit, the Board of Directors and senior executive management to select possible areas of internal audits based on identified risks.

The Board of Directors believes that analysis and management of business risks should be integrated into the Company's strategic plans, and in furtherance of that view the Company and the Board of Directors have initiated a process intended to identify enterprise-wide business risks and provide oversight of those risks. The

Board bears overall responsibility for risk management while the Audit Committee is primarily responsible for oversight of risks involving financial and financial reporting matters.

On behalf of the Board of Directors, the Audit Committee plays a key role in the oversight of the Company's risk management function in the areas of financial matters and financial reporting. In that regard, the CFO meets with the Audit Committee periodically to discuss the risks facing the Company, highlighting any new risks that may have arisen since they last met. The Audit Committee also reports to the Board of Directors on a regular basis to apprise the Board of its discussions with the CFO regarding the Company's Risk Management efforts, and the CFO reports to the Board of Directors regularly to apprise the Board of the Company's ongoing risk management efforts.

The Board provides a process for shareholders to send communications to the Board or any of the directors. Shareholders may send written communications to the Board or any of the directors c/o Secretary, Analysts International Corporation, 3601 West 76th Street, Edina, MN 55435. All communications will be compiled by the Secretary of the Company and submitted to the Board or the individual directors on a periodic basis.

The Securities and Exchange Commission has specific disclosure requirements covering certain types of transactions that we engage in with our directors, executive officers or other specified parties.

We did not, in fiscal years 2010 or 2009, except as noted below, engage in any transaction, or series of similar transactions, nor do we have any currently proposed transaction, or series of similar transactions, to which we or any of our subsidiaries was or is to be a party, in which the amount involved exceeds the lesser of $120,000 or one percent of the Company's average total assets at year end for the last two completed fiscal years, and in which any of our directors, executive officers, nominees for election as a director, beneficial owners of more than 5% of our common stock or members of their immediate family had, or will have, a direct or indirect material interest. During fiscal year 2010 the Company paid Robert E Woods Professional Association (the law firm of Mr. Woods, our Secretary and one of our directors) $375,387.50 in fees for providing legal services to the Company on an outsourced basis. These fees covered work by both Mr. Woods and an associate attorney. During fiscal year 2009 the Company paid Mr. Woods (our Secretary and one of our directors) $130,000 in fees for providing legal services to the Company on an outsourced basis (as Senior Vice President, General Counsel and Secretary, Mr. Woods' total compensation during fiscal year 2009 as an employee, from January 1, 2009 through September 30, 2009, included $195,192.22 in base compensation, $315.00 in long term disability eligibility and $2,187.00 in group term life insurance). No officer, director or beneficial owner of 5% of our common stock has been indebted to us in fiscal year 2010.

The Bylaws of the Company currently provide that the Board of Directors shall consist of between five and nine persons. Article VI of the Company's Bylaws allows the Board of Directors to increase or decrease the number of directors above the minimum number of five (but within the range of five to nine).

The Nominating and Governance Committee recommended to the Board the following seven persons to be elected as directors of the Company for a term of one year in all cases until their successors are elected and qualified and subject to prior death, resignation, retirement, disqualification or removal from office. Following is information about each nominee, including biographical data for at least the last five years and the particular experience, qualifications, attributes or skills that led the Board to conclude that this person should serve as a director for the Company. Should one or more of these nominees become unavailable to accept nomination or election as a director, the individuals named as proxies on the enclosed proxy card will vote the shares that they represent for the election of such other persons as the Board may recommend. Unless otherwise instructed by the shareholder, the proxy holders will vote the proxies received by them for the Company's nominees named below.

The Board of Directors believes it is important that the Board be comprised of members whose collective judgment, experience, qualifications, attributes and skills ensure that the Board will be able to fulfill its responsibilities to ensure that the Company is governed in a manner consistent with the interests of the shareholders of the Company and in compliance with applicable laws, regulations, rules and orders, and to satisfy its oversight responsibilities effectively.

The Nominating and Governance Committee identifies individuals qualified to become members of the Board and evaluates both existing members of the Board and candidates for service on the Board. The Committee then makes recommendations to the Board as to the slate of directors to be nominated for election at the annual shareholders' meeting.

When identifying and evaluating candidates for director, the Nominating and Governance Committee considers the general and specific qualifications, experience and characteristics which may have been approved by the Board or determined by the Committee from time to time including qualifications reflecting the individual's integrity, business ethics, strength of character, judgment, experience, competence as a member of the Board, availability and independence. Although the Company has no formal policy regarding diversity, the Nominating and Governance Committee considers diversity in a broad sense when evaluating a director nominee, taking into account various factors including but not limited to differences of viewpoint, professional experience, education, skill, race, gender and national origin.

When considering whether directors and nominees have the requisite judgment, experience, qualifications, attributes and skills, taken as a whole, to enable the Board of Directors to fulfill its responsibilities to ensure that the Company is governed in a manner consistent with the interests of the shareholders of the Company, the Nominating and Governance Committee and the Board of Directors focused primarily on the information discussed in each of the directors' individual biographies set forth below.


		Brigid A. Bonner, 50, is the Vice President of Digital Marketing for the Home Service Division of The Schwan Food Company. She is responsible for driving growth by introducing complementary web strategies and a consumer centric, "360 degree" experience for millions of consumers serviced at home each week. Prior to joining The Schwan Food Company, Ms. Bonner served as principal of Bonner Consulting, a firm focused on strategic planning, alignment and business development. From 2003 to 2007, Ms. Bonner served in Senior Executive Positions for multiple divisions within UnitedHealth Group, including Senior Vice President, Strategy and Planning, for OptumHealth, and as Senior Vice President and Chief Information Officer of United Health Technologies. From 2000 to 2002 Ms. Bonner served as Chief Information Officer and Chief Marketing Officer at SimonDelivers.com, an online home grocery delivery company. Ms. Bonner has also previously held executive positions at Target Corporation and IBM. She has been a director since April 2006, and is the Chair of the Nominating and Governance Committee. Among other attributes, skills and qualifications, the Board believes that Ms. Bonner is uniquely qualified to serve as a director because of her many years of leadership experience in the information technology field, which is core to the services provided by the Company to its clients.


		Krzysztof K. Burhardt, 68, has over fifteen years of executive experience in the technology field. Since 2000, he has been a partner at Clotho & Associates, a firm specializing in the identification of technical and business ventures. Dr. Burhardt was Vice President Technology at Honeywell International and Honeywell Inc. from May 1998 to August 2000. Previously, he served as Vice President and Chief Technology Officer at Imation Corporation, a data storage products company, and Vice President, R&D at 3M, a worldwide diversified technology company. He has been a director since December 2002, served as Chair of the Board until December 2009, and is chair of the Compensation Committee and a member of the Audit Committee. Among other attributes, skills and qualifications, the Board believes that Dr. Burhardt is uniquely qualified to serve as a director based on his strong background in the technology sector, since new technologies can be important factors in the success of the Company.


		Joseph T. Dunsmore, 52, is the Chairman and Chief Executive Officer of Digi International, Inc., a capacity in which he has served since 1999. Mr. Dunsmore also serves as a director with TreeHouse, a non-profit organization, and as a member of the Executive Advisory Board of the College of Business Administration, University of Northern Iowa. Mr. Dunsmore has served on Analysts International Corporation's Board of Directors since January 2008 and is a member of the Compensation and Nominating and Governance Committees. Among other attributes, skills and qualifications, the Board believes that Mr. Dunsmore is uniquely qualified to serve as a director based on his successful experience in leading a public company for over ten years.


		Galen G. Johnson, 64, recently retired as the Corporate Vice President and Controller at Cargill, Inc., an international provider of food, agricultural and risk management products and services, a position he held since 1998. Mr. Johnson previously served as Cargill's Vice President and Director of Worldwide Audit and Controller for Cargill's Salt Division. He has been a director of AIC since May of 2008 and serves on the Audit and Compensation Committees. Mr. Johnson also serves as a director and chair of the Audit Committee of American Investors Bank and Mortgage of Eden Prairie, Minnesota. Among other attributes, skills and qualifications, the Board believes that Mr. Johnson is uniquely qualified to serve as a director and as one of the Company's audit committee financial experts because of his significant experience, expertise and background with regard to accounting matters, including his ability to understand generally accepted accounting principles, internal controls over financial reporting and disclosure controls and procedures, and his experience in analyzing and evaluating financial statements.


		Brittany B. McKinney, 39, is the Company's President and CEO. Ms. McKinney's appointment was announced on February 24, 2011, and became effective as of March 1, 2011. Before that, she was appointed as the Company's Interim President and CEO on September 29, 2010. Prior to being appointed Interim President and CEO, Ms. McKinney was the Company's Senior Vice President, Central Region. Previously, Ms. McKinney served as the Company's Vice President of Corporate Development. Prior to joining the Company in November 2007, Ms. McKinney served as Director of Operations and Integration Program Manager at Fujitsu Consulting. Prior to its acquisition by Fujitsu in 2005, Ms. McKinney served as a director-level employee at BORN Information Services, Inc. where she contributed to corporate strategy and planning initiatives. Among other attributes, skills and qualifications, the Board believes that Ms. McKinney is uniquely qualified to serve as a director based on her extensive experience in the IT services industry and her track record of success in various management positions with the Company.


		Douglas C. Neve, 55, was the Executive Vice President and Chief Financial Officer at Ceridian Corporation, a business services company focusing on human resource management and solutions and credit and debit card processing principally for the retail and transportation industries, from February 2005 to March 2007. Mr. Neve is a certified public accountant who was a partner at the public accounting firm of Deloitte & Touche LLP from May 2002 to February 2005. He is also a director and chair of the Audit Committee of ALLETE, Inc., a Duluth-based diversified corporation primarily providing energy in the upper Midwest. Mr. Neve has been a director since May of 2008, and in December 2009 was appointed Chair of the Board of Directors. He is also the Chair of the Audit Committee. Among other attributes, skills and qualifications, the Board believes that Mr. Neve is uniquely qualified to serve as a director, Chair of the Audit Committee and as one of the Company's audit committee financial experts because of his significant experience, expertise and background with regard to accounting matters, including his ability to understand generally accepted accounting principles, internal controls over financial reporting and disclosure controls and procedures, and his experience in analyzing and evaluating financial statements, particularly in providing audit-related services to clients in many diverse industries.


		Robert E. Woods, 59, is the principal of Robert E. Woods Professional Association, a law firm. He served as Senior Vice President, General Counsel and Secretary of the Company from January 1, 2008 through September 30, 2009. Mr. Woods was elected to the Board in May 2010 and serves on the Nominating and Governance Committee. Previously, Mr. Woods served as general counsel to Born Information Services, Inc., an information technology services consulting firm (from 2001 through 2005) and Senior Vice President and General Counsel of InsWeb Corporation of Redwood City, California (from 1999 through 2001). He was a shareholder with Briggs and Morgan, P.A. from 1984 through 1999. Among other attributes, skills and qualifications, the Board believes that Mr. Woods is uniquely qualified to serve as a director because of his considerable experience in representing technology clients and public companies.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE NOMINEES.

PROPOSAL NUMBER TWO

RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected Deloitte & Touche LLP as our independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 2011, and to perform other appropriate audit-related services. While the Audit Committee is directly responsible for the appointment, retention, compensation, evaluation, termination and oversight of the work of the independent auditors, the Audit Committee is submitting the selection of Deloitte & Touche LLP for approval and ratification as a matter of best practices.

Management believes that neither Deloitte & Touche LLP nor any of its partners presently has or has held within the past three years any direct or indirect interest in the Company.

Approval of the ratification of the appointment of our independent registered public accounting firm requires the affirmative vote of the holders of a majority of the voting power of the shares present and entitled to vote at the Annual Meeting, where a quorum is present. Unless otherwise directed by the shareholders, shares represented by proxy at the meeting will be voted in favor of approval and ratification of the appointment of the firm of Deloitte & Touche LLP to audit our financial statements for the fiscal year ending December 31, 2011.

A representative of Deloitte & Touche LLP for the current year and the 2011 fiscal year is expected to be present at the annual meeting and will be given an opportunity to make a statement if so desired and to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP.

The following fees were billed by Deloitte & Touche LLP for fiscal years 2010 and 2009:

Audit Fees are primarily for the annual audit of the Company's financial statements included in the Company's Report on Form 10-K and reviews of the financial statements included in each of the Company's Quarterly Reports on Form 10-Q.

Audit-Related Fees were primarily for services in connection with the annual audit of the Analysts International Savings and Investment Plan.

Tax Fees paid include fees for services provided in connection with tax consulting and tax return review services.

The Audit Committee has considered whether provision of the above non-audit services is compatible with maintaining Deloitte & Touche LLP's independence and has determined that such services are compatible with maintaining Deloitte & Touche LLP's independence.

The Audit Committee has established pre-approval policies and procedures in compliance with 17 C.F.R. 210.2-01(c)(7)(i) which include criteria for considering whether the provision of the services would be compatible with maintaining the independence of our registered public accounting firm and a process by which the Audit Committee may approve such audit and non-audit services. Subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act, the charter for the Audit Committee precludes the Committee from approving certain non-audit services to be performed by the independent auditors contemporaneously with an audit of the Company, such as bookkeeping services; financial information systems design and implementation services; appraisal or valuation services; fairness opinions; contribution-in-kind reports; actuarial services; internal audit outsourcing services; management functions or human resources; broker/dealer, investment adviser or investment banking services; legal services; and expert services unrelated to the audit.

The table below sets forth certain information, as of April 4, 2011, as to each person or entity known to the Company to be the beneficial owner of more than 5% of the Company's common stock.

The table below sets forth certain information, as of April 4, 2011, concerning the beneficial ownership of the outstanding shares held by directors and director nominees, named executive officers in the Summary Compensation Table, and executive officers and directors as a group.⁽¹⁾

Name

James D. Anderson	6,500	—	6,500	*
Brigid A. Bonner	2,200	5,600	7,800	*
Andrew K. Borgstrom⁽⁴⁾	35,400	—	35,400	*
Krzysztof K. Burhardt	5,200	11,400	16,600	*
Christopher T. Cain	1,562	11,562	13,124	*
Joseph T. Dunsmore	800	2,400	3,200	*
Galen G. Johnson	35,800	2,000	37,800	*
Brittany B. McKinney	12,500	40,000	52,500	1.04	%
Douglas C. Neve	19,515	2,200	21,715	*
Randy W. Strobel	6,875	50,376	57,251	1.13	%
Robert E. Woods	—	—	—	*
All Directors and Executive Officers as a group (11 persons)	126,352	125,538	251,890	4.90	%

The table below sets forth certain information regarding compensation earned by our Named Executive Officers during the last two fiscal years. Named Executive Officers include persons serving as Chief Executive Officer during fiscal 2010; executive officers who were serving at the end of fiscal year 2010, received total compensation in excess of $100,000 for fiscal 2010 and, excluding the Chief Executive Officer, were among our two most highly compensated individuals (the "Most Highly Compensated Executive Officers"); and additional individuals who would have been included as the Most Highly Compensated Executive Officers but for the fact they were not serving at the end of fiscal year 2010.

Name and Prinicpal Position


Brittany B. McKinney⁽²⁾	2010	226,269	⁽³⁾	35,000	⁽⁴⁾	—	25,277	⁽⁵⁾	—	—	1,668	⁽⁶⁾	288,214
President and Chief	2009	202,500	⁽⁷⁾	—		—	21,900	⁽⁸⁾	—	—	11,088	⁽⁹⁾	235,488
Executive Officer
Andrew K. Borgstrom⁽¹⁰⁾	2010	286,875		—		—	—		—	—	207,052	⁽¹¹⁾	493,927
President and Chief	2009	18,000		—		—	300,975	⁽¹²⁾	—	—	—		318,975
Executive Officer
Randy W. Strobel⁽¹³⁾	2010	250,000		25,000	⁽¹⁴⁾	—	37,073	⁽¹⁵⁾	—	—	3,606	⁽¹⁶⁾	315,679
Senior Vice President,	2009	259,615		—		—	—		—	—	39,974	⁽¹⁷⁾	299,589
Chief Financial Officer
Christopher T. Cain⁽¹⁸⁾	2010	180,769		37,500	⁽¹⁹⁾	—	33,703	⁽²⁰⁾	—	—	12,254	⁽²¹⁾	264,226
Senior Vice President	2009	72,115		—		—	—		—	—	51,405	⁽²²⁾	123,520
James D. Anderson⁽²³⁾	2010	158,654		—		—	—		—	—	117,349	⁽²⁴⁾	276,003
Senior Vice President,	2009	94,135		16,344		—	101,900	⁽²⁵⁾	—	—	13,978	⁽²⁶⁾	226,357
Client Services Western and Eastern Regions

The principal components of compensation for our executives are: (1) base salary; (2) performance-based cash incentive payments (sometimes referred to as "annual incentives"); (3) long-term incentive compensation; (4) non-qualified deferred compensation benefits; and (5) perquisites and other personal benefits. Information concerning the foregoing, the material terms of our named executive officers' employment agreements or arrangements and their fiscal years 2010 and 2009 compensation, a discussion of prior years compensation in some situations to give context to the disclosure provided, and the material terms of plans providing for payments of retirement benefits or payments in connection with resignation, retirement or other termination or change in control follows.

Employment Agreements/Arrangements—Named Executive Officers Currently Employed by the Company

The information provided below relates to Named Executive Officers who are currently employed by the Company.

Ms. McKinney is the Company's President and CEO. Ms. McKinney's appointment, announced on February 24, 2011, became effective as of March 1, 2011. Before that, she served as the Company's Interim President and CEO (from September 29, 2010 through the date of her appointment as President and CEO).

Prior to being appointed Interim President and CEO, Ms. McKinney was the Company's Senior Vice President, Central Region and, before that, Ms. McKinney served as AIC's Vice President of Corporate Development. Prior to joining AIC in November 2007, Ms. McKinney served as Director of Operations and Integration Program Manager at Fujitsu Consulting. Prior to its acquisition by Fujitsu in 2005, Ms. McKinney served as a director-level employee at BORN Information Services, Inc. where she contributed to corporate strategy and planning initiatives.

Ms. McKinney and the Company entered into an Employment Agreement (the "Agreement"), effective as of March 1, 2011, which provides for an initial term of one year, with automatic one-year renewals unless either party gives proper notice of nonrenewal. The Agreement also provides that the Board of Directors will nominate Ms. McKinney as a candidate for election as a director at the Company's 2011 Annual Meeting of Shareholders.

The Agreement provides that Ms. McKinney will receive base compensation of $325,000 per year and will be eligible to earn an annual cash incentive payment in the target amount of 50% of her annual base compensation for the year in which the bonus was earned, contingent upon meeting certain individual and company performance objectives set by the Compensation Committee of the Company's Board of Directors (the "Committee") on an annual basis.

President and CEO, the Committee granted Ms. McKinney options to acquire 50,000 shares of the Company's common stock at the closing price on the date of grant ($4.40 per share). One-quarter of the options vested immediately, and the remainder will vest ratably on an annual basis over the following three years. Unvested options will vest immediately if a change in control event occurs 18 months or more after Ms. McKinney's commencement of employment.

The Company also awarded Ms. McKinney 50,000 restricted stock units, effective March 1, 2011. One-quarter of the restricted stock unit award vested immediately and the remainder will vest ratably on an annual basis over the following three years.

On March 2, 2010, the Company granted Ms. McKinney an option to purchase 15,000 shares at an exercise price of $2.82 per share (the "2010 Options"). One-quarter of that award (3,750 options) vested immediately and the remainder vest in additional increments equal to one-quarter of the award on March 2 of each of the following three years. The 2010 Options expire on March 2, 2020. In the event of a change of control, the 2010 Options vest immediately and are fully exercisable.

On September 11, 2009, the Company granted Ms. McKinney options to purchase an aggregate of 10,000 shares at an exercise price of $3.75 per share (documented in two separate stock option agreements) (the "2009 Options"). One-quarter of that total stock option grant (2,500 shares) vested on September 14, 2009 and the remainder vest in additional increments equal to one-quarter of the total award on September 11 of each of the following three years. The 2009 Options expire on September 13, 2019. In the event of a change of control, the 2009 Options vest immediately and are fully exercisable.

Ms. McKinney is a participant in the Company's Restated SERP (nonqualified deferred compensation plan). The amounts of $725 and $10,137, incurred by the Company in fiscal years 2010 and 2009 respectively, are included in the All Other Compensation column for Ms. McKinney's compensation in the Summary Compensation Table. No above-market interest was accrued by the Company in fiscal years 2010 and 2009.

Effective January 3, 2010, the Company discontinued all basic employer contributions to participant Deferred Compensation Accounts under the Restated SERP. Existing SERP balances continue to receive interest contributions equal to the 10 year Treasury rate plus one to three percent as determined each year by the Board of Directors.

Either the Company or Ms. McKinney may terminate her Employment Agreement (the "Agreement") dated as of March 1, 2011, and her employment, at any time.

In the event Ms. McKinney's employment is terminated by the Company without "Good Cause" (as defined in the

Agreement) or by Ms. McKinney on the basis of a constructive termination without Cause (as defined in the Agreement), the Company will pay to Ms. McKinney a lump sum equal to her annual base salary then in effect and will also pay her an incentive compensation bonus for the then-current fiscal year, prorated over the portion of the fiscal year for which she was employed, to the extent accrued as of the date of termination without Cause, and reimburse her for medical insurance premium payments made under COBRA for a period of up to six months.

Under the terms of the Agreement, the Company may at any time immediately terminate Ms. McKinney's employment for cause. In the event of a termination for cause, the Company is required to deliver a written notice to Ms. McKinney stating the basis for such cause but is not obligated to pay any form of severance or other compensation to Ms. McKinney.

Although Ms. McKinney's Employment Agreement does not itself provide change of control protections, she is a participant in the Analysts International Corporation Change in Control Severance Pay Plan described below.

Aside from amounts discussed in the Deferred Compensation section for Ms. McKinney, all other compensation for fiscal year 2010 included $645 in group term life insurance premiums and $298 for extended long-term disability coverage premiums (provided to all employees).

Randy W. Strobel is the Company's Senior Vice President, Chief Financial Officer. His employment agreement with us provides for an initial term from August 25, 2008 through December 31, 2010 and automatically renews at the end of the initial term for an additional one (1) year term, subject to nonrenewal requiring at least 90 days' notice by either party. Mr. Strobel's employment with the Company was automatically renewed for an additional period of one year, through December 31, 2011, by operation of this provision. The agreement provides for a minimum base salary of $250,000 annually.

Mr. Strobel's employment agreement further provides that he is eligible to earn incentive cash compensation between 0% and 70% of base salary contingent upon achievement of Company performance objectives set by the Compensation Committee and the CEO on an annual basis. Mr. Strobel's agreement also provides for long-term incentive compensation in the form of stock options or restricted shares as determined in the sole discretion of the Compensation Committee.

By written action effective as of March 3, 2011, the Compensation Committee granted Mr. Strobel the right and option to purchase 7,500 shares of the Company's stock at a per share price of $4.44 (the closing price of the stock on March 7, 2011, the effective date of the grant) (the "2011 Options"). Twenty-five percent of

the 2011 Options (1,875) vested immediately, and the remainder vest in equal increments of 1,875 on the anniversary date of the option grant in each of the three subsequent years. The 2011 Options have a ten-year term and expire in 2021. They remain exercisable for three months after termination of employment. In the event of a change of control, the 2011 Options vest immediately and are fully exercisable.

The March 3, 2011 written action of the Compensation Committee also awarded Mr. Strobel 7,500 restricted stock units. One-quarter of the restricted stock unit award vested immediately and the remainder will vest ratably on an annual basis over the following three years.

On February 24, 2010 the Board of Directors granted Mr. Strobel the right and option to purchase 22,000 shares of the Company's stock at a per share price of $2.82 (the closing price of the stock on March 2, 2010, the effective date of the grant) (the "2010 Options"). Twenty-five percent of the 2010 Options (5,500) vested immediately, and the remainder vest in equal increments of 5,500 on the anniversary date of the option grant in each of the three subsequent years. The 2010 Options have a ten-year term and expire in 2020. They remain exercisable for three months after termination of employment. In the event of a change of control, the 2010 Options vest immediately and are fully exercisable.

Mr. Strobel is a participant in the Company's Restated SERP (nonqualified deferred compensation plan). The amounts of $2,565 and $38,828, incurred by the Company in fiscal years 2010 and 2009 respectively, are included in the All Other Compensation column for Mr. Strobel's compensation in the Summary Compensation Table. No above-market interest was accrued by the Company in fiscal years 2010 and 2009.

Under the terms of the employment agreement effective August 25, 2008, the Company may terminate Mr. Strobel's employment for cause by written notice indicating that an event of cause has occurred after which Mr. Strobel has fifteen (15) days to cure the event of cause to the reasonable satisfaction of the Chief Executive Officer. In the event of a termination for cause, the Company is not obligated to pay any form of severance or other compensation to Mr. Strobel. However, if the Company's CEO and Compensation Committee determine, in their sole discretion and in accordance with the performance objectives set forth in the Annual Management Incentive Plan, that Mr. Strobel should be paid incentive compensation for the portion of the fiscal year prior to any such termination for cause, Mr. Strobel shall be paid such amount within thirty (30) days after the

Mr. Strobel's employment agreement, effective August 25, 2008, contains certain severance provisions. The Company may terminate Mr. Strobel's employment without cause on thirty (30) days' notice, and Mr. Strobel may resign if he believes good reason to resign exists but must first give the Company written notice of the alleged good reason and an opportunity to cure within fifteen (15) days notice, if feasible. In either of the foregoing situations (unless the Company cures the circumstances giving rise to good reason to resign), after termination of employment, Mr. Strobel will continue to receive his base salary for a period of 12 months (providing he signs a release of all claims against the Company.) The Company will also reimburse Mr. Strobel for all medical insurance premium payments, made under COBRA, for a period of up to six (6) months following the date of resignation.

Mr. Strobel and the Company are parties to a Change of Control Agreement effective August 25, 2008, which provides that upon a change of control and subsequent termination without cause or resignation for good reason (as defined in the employment agreement), Mr. Strobel would receive a lump sum payment equal to one (1) times his base annual salary and reimbursement for up to six months of the premiums for continued medical insurance. Because Mr. Strobel is party to the Change of Control Agreement referenced in the preceding sentence, he is not a participant in the Analysts International Corporation Change in Control Severance Pay Plan described below.

Aside from amounts discussed in the Deferred Compensation section for Mr. Strobel, all other compensation for fiscal year 2010 included $726 in group term life insurance premiums and $315 for extended long-term disability coverage premiums (provided to all employees).

Christopher T. Cain is the Company's Senior Vice President, West Region, pursuant to the terms of a letter agreement dated March 24, 2010 (the "Cain Letter Agreement"). The Cain Letter Agreement provides that his employment with the Company is "at will" and provides that he will receive base compensation of $190,000 per year. Incentive compensation and additional stock awards, if any, are in the sole discretion of the Board of Directors.

The Cain Letter Agreement further provides that he is eligible to participate in the Company's "Regional Executive Incentive Plan," with an annual target incentive of $100,000.

Mr. Cain earned bonus compensation in the amount of $37,500 during fiscal year 2010 consisting of a discretionary bonus of $25,000, as authorized by the Compensation Committee; and additional sales-related bonuses of $12,500.

Mr. Cain's base compensation was increased to $210,000 per year, effective January 1, 2011.

letter agreement), he would be eligible to receive severance pay equal to his base compensation for three (3) months, plus one (1) additional month for each year of service, not to exceed twelve (12) months, provided he signs a release of all claims against the Company. Mr. Cain would not be eligible to receive severance if his employment were to be terminated for cause.

By written action effective as of March 3, 2011, the Compensation Committee granted Mr. Cain the right and option to purchase 6,250 shares of the Company's stock at a per share price of $4.44 (the closing price of the stock on March 7, 2011, the effective date of the grant) (the "2011 Options"). Twenty-five percent of the 2011 Options (1,562) vested immediately, with the remainder vesting in each of the three subsequent years according to the following schedule: first anniversary date, 1,562 options; second anniversary date, an additional 1,563 options; and third anniversary date, an additional 1,563 options. The 2011 Options have a ten-year term and expire in 2021. They remain exercisable for three months after termination of employment. In the event of a change of control, the 2011 Options vest immediately and are fully exercisable.

The March 3, 2011 written action of the Compensation Committee also awarded Mr. Cain 6,250 restricted stock units. One-quarter of the restricted stock unit award vested immediately and the remainder will vest ratably on an annual basis over the following three years.

On February 24, 2010 and as required by the Cain Letter Agreement, the Board of Directors granted Mr. Cain the right and option to purchase 20,000 shares of the Company's stock at a per share price of $2.82 (the closing price of the stock on March 2, 2010, the effective date of the grant) (the "2010 Options"). Twenty-five percent of the 2010 Options (5,000) vested immediately, and the remainder vest in equal increments of 5,000 on the anniversary date of the option grant in each of the three subsequent years. The 2010 Options have a ten-year term and expire in 2020. They remain exercisable for three months after termination of employment. In the event of a change of control, the 2010 Options vest immediately and are fully exercisable.

Mr. Cain is a participant in the Analysts International Corporation Change in Control Severance Pay Plan described below.

Certain senior executives are covered by the Analysts International Corporation Change in Control Severance Pay Plan (the "Plan"). The purpose of the Plan, which took effect on March 1, 2011, is to provide benefits to certain "qualified employees" whose employment is terminated in connection with a "change in control" (as defined in the Plan). For purposes of the Plan, the term "qualified employee" means any individual who (i) is either (a) an officer of the Company in the position of Senior Vice President or above whose employment has been approved by the Board or the Compensation Committee of the Board (the "Committee"), or (b) a

management level or other highly compensated employee of the Company who is selected as a "qualified employee" by the Board or the Committee; (ii) is not a party to a separate written agreement with the Company which expressly provides that the individual is not eligible to participate in the Plan; and (iii) is not a party to a separate written agreement with the Company that provides severance benefits to the individual in the event of a Change in Control.

A participant in the Plan will be entitled to certain severance payments and benefits if (i) the participant's employment is terminated by the Company without "cause" or by the participant for "good reason" (as such terms are defined in the Plan), and (ii) such termination occurs either (a) within the period beginning on the date of a change in control and ending on the last day of the twelfth month that begins after the month in which the change in control occurs, or (b) prior to a change in control if the termination occurs in connection with the change in control.

If terminated or separated from the Company under the circumstances set forth above, a participant will be entitled to a lump sum payment equal to the participant's annual base salary then in effect. In addition, following such termination or separation, all non-competition agreements (or non-competition provisions within other agreements) restricting the activities of the participant will be null and void and of no further force and effect.

Severance Arrangements with Named Executive Officers Who Are No Longer Employed by the Company

The information below provides disclosures as to the severance and other post-employment arrangements with Named Executive Officers who are no longer employed by the Company.

Andrew K. Borgstrom was the Company's President and Chief Executive Officer from December 17, 2009 through September 28, 2010.

On September 28, 2010, Mr. Borgstrom resigned from his employment as President and Chief Executive Officer of Analysts International Corporation, effective as of the close of business on that date. Mr. Borgstrom also resigned from his service on the Board of Directors of the Company on September 28, 2010.

On September 29, 2010, the Company entered into a Separation Agreement and Release of Claims with Mr. Borgstrom (the "Separation Agreement"). The Separation Agreement provided, among other things, that Mr. Borgstrom would receive a single, lump sum payment equal to 90 days' pay in lieu of notice, at his current rate of pay and subject to normal withholdings (in accordance with the terms of his Employment Agreement dated December 17, 2009), and that the Company would reimburse his medical insurance premium payments under COBRA for a period of up to three months starting as of October 2010. The Separation Agreement included a release of all claims arising out of or relating to Mr. Borgstrom's employment with the Company or the termination of that employment. In accordance with the requirements of Minnesota law, the Separation Agreement provided that Mr. Borgstrom had the right to revoke such release of claims within 15 calendar days after signing the agreement, and also

provided for a revocation period of seven days after signing the agreement under the federal Age Discrimination in Employment Act.

On September 29, 2010, the Company also entered into a Transitional Services Agreement with Mr. Borgstrom (the "Transitional Agreement"). Under the terms of the Transitional Agreement, between October 1, 2010 and January 31, 2011, Mr. Borgstrom was available to certain representatives of the Company to consult on matters of ongoing business operations and strategic initiatives. For each of the four months during which the Transitional Agreement was in effect, Mr. Borgstrom was paid $25,000.

Mr. Anderson was employed by the Company as Senior Vice President, Client Services Operations, from September 1, 2009 to July 27, 2010 pursuant to the terms of an Employment Agreement dated September 1, 2009. Mr. Anderson resigned from his employment with the Company effective July 27, 2010.

In connection with his resignation, the Company and Mr. Anderson entered into a Separation Agreement and Release of Claims (the "Anderson Separation Agreement") which Mr. Anderson signed on July 28, 2010. The Anderson Separation Agreement terminated his Employment Agreement and provided severance compensation to Mr. Anderson in the form of the Company's agreement to continue to pay his regular annualized base salary of $275,000 through January 7, 2011 (subject to normal withholdings) and to reimburse his medical insurance premium payments made under the Consolidated Omnibus Budget Reconciliation Act ("COBRA") for a period of up to six months starting August 2010. The Anderson Separation Agreement included a release of all claims arising out of or relating to his employment with the Company or the termination of that employment. The Anderson Separation Agreement became effective in August 2010 and Mr. Anderson received severance payments through January 7, 2011.

Although Mr. Anderson is no longer employed by the Company, he was one of our two most highly compensated executive officers other than the CEO at the end of the last completed fiscal year (2010), which is why information about his compensation is included in this proxy statement.

During fiscal year 2010 the Compensation Committee approved the Company's 2010 Annual Management Incentive Plan (AMIP). In general, the AMIP reflects the view of the Compensation Committee, shared by the Board, that executive compensation arrangements should be structured to reflect rewards for achievement of goals that are consistent with the creation of shareholder value.

The Company did not achieve the targeted financial performance stated in the AMIP for fiscal year 2010 and accordingly no bonuses were paid pursuant to the AMIP. Based on management's level of effort during fiscal 2010 and its success in attaining profitability during the last two quarters of fiscal 2010, the Compensation Committee did, however, approve payment of discretionary incentive compensation for performance during 2010, as noted in the

Bonus column of the Summary Compensation Table above and applicable footnotes therein.

The Company did not achieve the targeted financial performance for fiscal year 2009 and accordingly, no incentive bonus was paid to the senior management team under the 2009 cash incentive plan.

Under the Company's equity incentive plans, the Compensation Committee has made stock option grants and/or restricted stock awards from time to time to named executives and other employees in connection with entering into an employment agreement, in recognition of individual contributions to our performance or due to our overall financial performance. These plans also allow the Company to continue to make stock option grants and award restricted stock to attract and maintain a talented management team for the benefit of our shareholders.

When making such stock option grants or when issuing restricted stock or restricted stock unit awards, the Compensation Committee takes into account:

The Company's deferred compensation plan (also referred to by the Company as the "Restated Special Executive Retirement Plan" or "Restated SERP," hereinafter the "Plan") is unfunded and provides that the Company shall credit amounts to participants' company contribution accounts at the rate of 15% or 5% of the participant's base salary. Participants also may contribute up to 50% of base compensation and up to 100% of bonus compensation payable to the participants during a plan year. Although the Plan is unfunded, the terms of the Plan provide that in the event of a change of control, the Company must, immediately prior to the effective date of the change of control, contribute sufficient funds to a trust to provide for payment of all benefits due to participants under the terms of the Plan.

As part of the Company's cost-savings actions, effective January 3, 2010 the Company discontinued all basic employer contributions to participant Deferred Compensation Accounts under the Restated SERP. Existing SERP balances continue to receive interest contributions equal to the 10 year Treasury rate plus one to three percent as determined each year by the Board of Directors.

Earnings on previous company and participant contributions are compounded annually, at a rate equal to the 10-year Treasury 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 continue until all amounts credited to the participants' company contribution and participant contribution accounts have been distributed according to the participant's distribution election and the terms of the Plan. In fiscal years 2010 and 2009, the rate used for calculating earnings was the 10-year Treasury rate in effect on January 1 of the applicable year, plus 1% (in 2010) and 2% (in 2009).

After termination of employment for any reason, participants are eligible to receive installment payments or lump-sum payments of the accrued value of their accounts depending on whether the participants' distribution election specifies a date for distribution or a lump sum distribution upon termination. 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, however, payment of the participant's account cannot be made or commence earlier than six months after the date of the participant's separation from service.

During fiscal year 2010, no Company contributions were made to any eligible participant's account, except for interest earnings as described above. The amount of contribution and interest for each named executive officer participant appears in the All Other Compensation column of the Summary Compensation Table.

Section 162(m) limits deductions for certain executive compensation in excess of $1,000,000 in any given year. Since corporate objectives may not always be consistent with the requirements for full deductibility, our Compensation Committee is prepared, if it deems appropriate, to enter into compensation arrangements under which payments may not be deductible under section 162(m). The Committee will consider deductibility of executive compensation, but deductibility will not be the sole factor used by the Committee in ascertaining appropriate levels or modes of compensation. When it is feasible to do so, we will seek to maximize the deductibility for tax purposes of all elements of compensation under section 162(m) of the Internal Revenue Code. Certain types of compensation are deductible only if performance criteria are specified in detail and payments are contingent upon shareholder approval of the compensation arrangement.

	Option Awards⁽¹⁾											Stock Awards

Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Brittany B. McKinney		15,000		5,000	⁽²⁾		—	$	6.75		6/27/2018		—		—		—		—
		5,000		5,000	⁽³⁾		—	$	3.75		9/13/2019		—		—		—		—
		3,750		11,250	⁽⁴⁾		—	$	2.82		3/2/2020		—		—		—		—
Randy W. Strobel		37,500		12,500	⁽⁵⁾		—	$	6.40		8/25/2018		—		—		—		—
		5,500		16,500	⁽⁶⁾		—	$	2.82		3/2/2020		—		—		—		—
Christopher T. Cain		5,000		15,000	⁽⁷⁾		—	$	2.82		3/2/2020		—		—		—		—

Name

Brigid A. Bonner	34,500	672	3,391	—	—	—	38,563
Krzysztof K. Burhardt	35,500	672	3,391	—	—	—	39,563
Joseph T. Dunsmore	32,000	672	3,391	—	—	—	36,063
Galen G. Johnson	37,000	672	3,391	—	—	—	41,063
Douglas C. Neve	115,500	1,344	5,087	—	—	—	121,931
Robert E. Woods	—	—	—	—	—	—	—

Pursuant to a resolution of the Board of Directors adopted in December 2010, each independent director (other than the Chair) is to be paid an annual retainer of $40,000, plus expenses, and the Chair is to be paid an annual retainer of $60,000, plus expenses. Also, each independent director who serves as the chair of a Committee is to be paid an additional $4,000 per year. All such amounts are paid quarterly. No director is paid a separate fee for attending Board or Committee meetings. During fiscal year 2011 the Chair will be paid the additional sum of $64,000, payable quarterly, for special duties expected to be rendered during fiscal year 2011, subject to later review by the Board of Directors during 2011.

In accordance with Company policies, employee and related-person directors did not receive compensation for their service as directors during 2010.

A portion of our directors' annual compensation includes annual stock option grants and stock awards. On the first business day after the first of each calendar year, the Chair of the Board is granted an option to purchase 2,400 shares of our common stock while the other non-employee directors are granted options to purchase 1,600 shares of our common stock. The exercise price of the options is the fair market value of our common stock at the close of trading on the date of grant. Each option has a term of ten years and becomes exercisable in four equal installments commencing on the first anniversary of the date of grant and continuing for the three successive anniversaries thereafter. In the event of the retirement (as defined in the Plan), disability or death of a non-employee director, all options granted to such director under the 2004 Equity Incentive Plan (as amended May 25, 2006) are immediately exercisable. In addition, on the first business day of each calendar year, the Chair of the Board receives an equity grant of 400 shares of our common stock and the other non-employee directors receive 200 shares of common issued from the 2004 Equity Incentive Plan (as amended May 25, 2006).

Our Bylaws instruct us to indemnify our directors and officers to the fullest extent to which officers and directors may be indemnified under Minnesota corporate law.

The role of the Audit Committee is to oversee the Company's financial reporting process. Management is responsible for the Company's financial statements and reporting process, including the Company's systems of internal controls. The Company's independent registered public accounting firm is responsible for auditing the Company's financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America. A copy of the Audit Committee Charter, which was revised and adopted by the Company's Board of Directors on November 4, 2009, further describes the role of the Audit Committee in overseeing the Company's financial reporting process. The Charter is available free of charge on the Company's Investor Relations page of its website.

Based upon its reviews and discussions with the independent registered public accounting firm and management, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2011 for filing with the Securities and Exchange Commission.

The proposals that have been properly submitted for action by shareholders at the Annual Meeting are as listed in the Notice of Annual Meeting of Shareholders. Management is not aware of any other items of business which will be presented for shareholder action at the Annual Meeting. Should any other matters properly come before the meeting for action by shareholders, the shares represented by proxies will be voted in accordance with the judgment of the persons voting the proxies.

The proxy rules of the Securities and Exchange Commission permit shareholders of a company, after timely notice to the company, to present proposals for shareholder action in the company's proxy statement where such proposals are consistent with applicable law, pertain to matters appropriate for shareholder action and are not properly omitted by company action in accordance with the proxy rules. Shareholder proposals (other than director nominations) that are submitted for inclusion in our proxy statement for our 2012 annual meeting of shareholders must follow the procedures set forth in Rule 14a-8 promulgated under the Securities Exchange Act of 1934 and our bylaws. To be timely under Rule 14a-8, such proposals must be received by us at our main headquarters office not later than December 21, 2011.

Pursuant to our bylaws, in order for any other proposal to be properly brought before the next annual meeting by a shareholder, including a nominee for director to be considered at the next annual meeting, a shareholder must give written notice of such shareholder's intent to bring a matter before the annual meeting, or nominate the director, in a timely manner. To be timely under our bylaws, generally speaking the notice must be given by such shareholder to the Company's Secretary not less than 120 days before the first anniversary of the date of the preceding year's annual meeting of shareholders. As set forth in greater detail in our bylaws, each such notice must contain certain information with respect to the shareholder who intends to bring such matters before the meeting and the item of business the shareholder proposes to bring before the meeting,. Shareholders are advised to review our bylaws carefully regarding the requirements for proposals and director nominations. Under Article III, Sections 5 and 6 of the Company's By-Laws, as amended, shareholder proposals received after January 25, 2012 will not be considered.

Section 16(a) of the 1934 Act requires the Company's directors, executive officers, and persons who beneficially own more than ten percent (10%) of the Company's Common Stock, to file with the Securities and Exchange Commission ("Commission") initial reports of beneficial ownership and reports of changes in beneficial ownership of common shares of the Company. Specific due dates for those reports have been established, and the Company is required to disclose in this Proxy Statement any failure to file by those due dated during fiscal 2010. Directors, officers and greater than ten percent shareholders are required by the regulations of the Commission to furnish the Company with copies of all Section 16(a) reports they file. To the Company's knowledge, based solely on review of the copies of such reports furnished to the Company, or written representations that no other reports were required, the Company believes that during the fiscal year ended January 1, 2011, all Form 3, Form 4 and Form 5 filing requirements were met for fiscal year 2010.

A copy of the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2011, including financial statements and a list of exhibits to such Form 10-K, accompanies this Notice of Annual Meeting and Proxy Statement.

The Company will furnish to any such person any exhibit described in the list accompanying the Form 10-K free of charge. Requests for a copy of the Form 10-K and/or any exhibits(s) should be directed to the Secretary of Analysts International Corporation, 3601 West 76^th Street, Edina, MN 55435. Your request must contain a representation that, as of April 4, 2011, you were a beneficial owner of shares entitled to vote at the 2011 Annual Meeting of Shareholders.

Whether or not you plan to attend the meeting, please fill in, date and sign the proxy exactly as your name appears thereon and mail it promptly in the envelope provided with the proxy card, or vote your shares over the Internet or telephone by following the instructions on the proxy card.

COMPANY # TO VOTE BY MAIL AS THE BOARD OF DIRECTORS RECOMMENDS ON ALL ITEMS BELOW, SIMPLY SIGN, DATE, AND RETURN THIS PROXY CARD. The Board of Directors Recommends a Vote FOR Items 1 and 2. 1. Election of Directors – the Directors recommend a vote for the election of the following nominees: 01 Brigid A. Bonner 05 Brittany B. McKinney ¦ Vote FOR ¦ Vote WITHHELD 02 Krzysztof K. Burhardt 06 Douglas C. Neve all nominees from all nominees 03 Joseph T. Dunsmore 07 Robert E. Woods (except as marked) 04 Galen G. Johnson (Instructions: To withhold authority to vote for any indicated nominee, write the number(s) of the nominee(s) in the box provided to the right.) 2. Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2011. ¦ For ¦ Against ¦ Abstain THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL. Address Change? Mark box, sign, and indicate changes below: ¦ Date Signature(s) in Box Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy. Vote by Internet, Telephone or Mail 24 Hours a Day, 7 Days a Week Your phone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. INTERNET – www.eproxy.com/anly Use the Internet to vote your proxy until 11:59 p.m. (CT) on May 23, 2011. PHONE – 1-800-560-1965 Use a touch-tone telephone to vote your proxy until 11:59 p.m. (CT) on May 23, 2011. MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided. To vote in person please attend the annual meeting of shareholders, which will be held at the Sheraton Bloomington Hotel, Minneapolis South, 7800 Normandale Boulevard, Minneapolis, MN 55439. For directions please call Jill Dose at 952-838-2960. If you vote your proxy by Internet or by Telephone, you do NOT need to mail back your Proxy Card. Shareowner ServicesSM P.O. Box 64945 St. Paul, MN 55164-0945 Please detach here

ANALYSTS INTERNATIONAL CORPORATION Att’n: Investor Relations 3601 W. 76th Street, Fifth Floor Edina, MN 55435 proxy This proxy is solicited by the Board of Directors for use at the Annual Meeting on May 24, 2011. The shares of stock you hold in your account will be voted as you specify on the reverse side. If no choice is specified, the proxy will be voted FOR Items 1 and 2. By signing the proxy, you revoke all prior proxies and appoint Robert E. Woods and Douglas C. Neve, and each of them individually, with full power of substitution, to vote your shares on the matters shown on the reverse side at the Annual Meeting, and at all postponements and adjournments of such meeting. See reverse for voting instructions. ANALYSTS INTERNATIONAL CORPORATION ANNUAL MEETING OF SHAREHOLDERS Tuesday, May 24, 2011 9:00 A.M., Central Time IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 24, 2011 THE PROXY STATEMENT, FORM OF PROXY, NOTICE OF MEETING AND ANNUAL REPORT TO THE SHAREHOLDERS ARE AVAILABLE FREE OF CHARGE AT: https://materials.proxyvote.com/032681


	Filed by the Registrant ý
	Filed by a Party other than the Registrant o
	Check the appropriate box:
	o		Preliminary Proxy Statement
	o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	ý		Definitive Proxy Statement
	o		Definitive Additional Materials
	o		Soliciting Material Pursuant to §240.14a-12

	FY 2010		FY 2009

Audit Fees	$	207,237	$	342,441	100%
Audit-Related Fees		20,576		25,597	100%
Tax Fees		13,425		10,530	100%
All Other Fees		—		—	N/A

Total	$	241,238	$	378,568

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned⁽¹⁾

Heartland Advisors, Inc. 789 North Water Street Milwaukee, WI 53202	473,000⁽²⁾	9.44%
Leviticus Partners, L.P. 60 East 42nd Street, Suite 901 New York, NY 10165	352,118⁽³⁾	7.02%
Norman H. Pessin 366 Madison Avenue, 14th Floor New York, NY 10017	275,084⁽⁴⁾	5.49%
Koosharem Corporation 3820 State Street Santa Barbara, CA 93105	263,754⁽⁵⁾	5.26%


		By Order of the Board of Directors

		Robert E. Woods Secretary


Directors Brigid A. Bonner Dr. Krzysztof K. Burhardt Joseph T. Dunsmore Galen G. Johnson Douglas C. Neve Robert E. Woods		Executive Officers Brittany B. McKinney, President and Chief Executive Officer Randy W. Strobel, Senior Vice President, Chief Financial Officer Christopher T. Cain, Senior Vice President, West Region Randy D. Hall Senior Vice President, South Region Virgil M. Pint Senior Vice President, North Region