FIRST AMENDMENT TO LOAN AGREEMENT

Exhibit 10.13

FIRST AMENDMENT TO LOAN AGREEMENT

THIS FIRST AMENDMENT TO LOAN AGREEMENT, dated as of April 24, 2009 (this “Amendment”), is among KELLY SERVICES, INC., a Delaware corporation(the “Company”), the Foreign Subsidiary Borrowers set forth on the signature pages hereof (together with the Company, the “Borrowers”), the lenders set forth on the signature pages hereof (collectively, the “Lenders”) and JPMORGAN CHASE BANK, N.A. a national banking association, as administrative agent for the Lenders (in such capacity, the “Agent”).

RECITALS

A. The Borrowers, the Agent and the Lenders are parties to a Loan Agreement, dated as of November 30, 2005 (as now and hereafter amended, the “Loan Agreement”), pursuant to which the Lenders agreed, subject to the terms and conditions thereof, to extend credit to the Borrowers.

B. The Borrowers desire to amend the Loan Agreement and the Agent and the Lenders are willing to do so strictly in accordance with the terms hereof.

TERMS

In consideration of the premises and of the mutual agreements herein contained, the parties agree as follows:

ARTICLE 1.
AMENDMENTS

Upon fulfillment of the conditions set forth in Article 3 hereof, the Loan Agreement shall be amended as follows:

1.1 The definition of “EBITDA” in Section 1.1 shall be amended by adding the following language at the end thereof:

“ plus (e) for any calculation including the fiscal quarter ending September 30, 2008, an amount equal to $23,460,000 relating to charges taken for past litigation, plus (f) for any calculation including the fiscal quarter ending December 31, 2008, an amount equal to $1,500,000 relating to restructuring charges, plus (g) an amount not to exceed $5,000,000 in aggregate amount relating to future cash restructuring charges taken by the Company on or after January 1, 2009, which add-back shall be taken by the Company in the quarter in which any such charges were taken and shall continue for any calculation thereafter which includes such quarter.”

1.2 The following definitions in Section 1.1 are restated to read as follows:

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ¹ / 2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing on the Reuters Screen LIBOR01 Page (or on any successor or substitute page) at approximately 11:00 a.m. London time on such day (without any rounding). Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

“ Floating Rate ” means, for any day, a rate per annum equal to (i) the Alternate Base Rate for such day, in each case changing when and as the Alternate Base Rate changes, plus (ii) the Applicable Margin.

1.3 The following definitions shall be added to Section 1.1 in appropriate alphabetical order:

“ Adjusted LIBO Rate ” means, with respect to any calculation of the Alternate Base Rate, the quotient of (i) the Eurocurrency Reference Rate for deposits in Dollars divided by (ii) one minus the Reserve Requirement (expressed as a decimal).

“ Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“ First Amendment Effective Date ” means April 24, 2009.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in any Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in any Borrower or any Subsidiary or any option, warrant or other right to acquire any such Equity Interests in any Borrower or any Subsidiary.

1.4 Section 6.12(k) shall be restated as follows:

(k) (x) Liens encumbering Property of the Company or any Subsidiary securing Indebtedness of the Company or any Subsidiary and (y) unsecured Indebtedness of Subsidiaries, in each case, in addition to the Liens and Indebtedness described in clauses (a) through (j) above, in an aggregate amount not exceeding 10% of the consolidated Net Worth of the Company and its Subsidiaries.

1.5 Section 6.15 shall be restated as follows:

6.15 Interest Coverage Ratio . The Company shall not permit its Interest Coverage Ratio as of the last day of each fiscal quarter to be less than (i) as of the fiscal quarter ending March 31, 2009, 5.0 to 1.0; (ii) as of the fiscal quarter ending December 31, 2009, 3.5 to 1.0; (iii) as of the fiscal quarters ending March 31, 2010 and June 30, 2010, 4.0 to 1.0; and (iv) thereafter, 5.0 to 1.0. The Interest Coverage Ratio shall not be tested for the fiscal quarters ending June 30, 2009 and September 30, 2009.

1.6 New Sections 6.17 and 6.18 shall be added at the end of Article VI to read as follows:

6.17. Restricted Payments . The Company will not, nor will it permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) the Borrower may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred