<PAGE>
A N A L Y S T S
I N T E R N A T I O N A L
-------------------------------------------------------------------------------
INTER-OFFICE COMMUNICATION
TO: FROM: F.W. Lang
LOCATION: Corporate
CC: DATE:
RE: INCENTIVE COMPENSATION
PROTECTION ON CHANGE OF
CONTROL
YOU ARE CURRENTLY A PARTICIPANT IN THE ANALYSTS INTERNATIONAL INCENTIVE PLAN
FOR THE CURRENT FISCAL YEAR, WHICH ENDS ________________. IN CONSIDERATION OF
YOUR CONTINUING TO BE EMPLOYED, ANALYSTS INTERNATIONAL HAS AGREED TO EXTEND
TO YOU CERTAIN EMPLOYMENT AND SALARY CONTINUATION COMMITMENTS IN THE EVENT
THERE IS A CHANGE OF CONTROL OF ANALYSTS INTERNATIONAL.
IN ADDITION TO EMPLOYMENT AND SALARY SEVERANCE COMMITMENTS, ANALYSTS
INTERNATIONAL ALSO AGREES, IN CONSIDERATION OF YOUR CONTINUING EMPLOYMENT, TO
PROTECT YOUR BENEFITS UNDER THE FY'__ INCENTIVE COMPENSATION PLAN IN THE
EVENT OF A CHANGE IN CONTROL. ACCORDINGLY, ON CHANGE OF CONTROL NEITHER
ANALYSTS INTERNATIONAL NOR ANY SUCCESSOR OR ASSIGN SHALL HAVE THE RIGHT TO
MODIFY, AMEND OR TERMINATE THE FY'__ INCENTIVE COMPENSATION PLAN. FURTHER, IF
A CHANGE OF CONTROL OCCURS DURING FY'__, YOU WILL BE ENTITLED TO RECEIVE (i)
INCENTIVE BASED ON ACTUAL RESULTS THROUGH THE MONTH ENDED PRIOR TO CHANGE OF
CONTROL AND (ii) INCENTIVE FOR THE BALANCE OF FY'__ BASED ON THE MANAGEMENT
FORECAST.
"MANAGEMENT FORECAST" MEANS THE MANAGEMENT FORECAST FOR FY'__ SUBMITTED TO
THE BOARD OF DIRECTORS ON JUNE _________. "CHANGE OF CONTROL" FOR THE PURPOSE
OF THIS COMMITMENT SHALL MEAN THE ACQUISITION AFTER DECEMBER 31, 1987 BY ANY
PERSON OR GROUP OF RELATED PERSONS OF MORE THAN A MAJORITY IN INTEREST OF THE
OUTSTANDING VOTING STOCK OF ANALYSTS INTERNATIONAL, OR A CHANGE IN A MAJORITY
OF ANALYSTS INTERNATIONAL'S BOARD OF DIRECTORS AS A RESULT OF A PROXY
SOLICITATION NOT APPROVED BY A MAJORITY OF THE CURRENT BOARD.
FWL
