SPHERION CORP
EXHIBIT 10.58
<DOCUMENT>
<TYPE>EX-10.58
<SEQUENCE>4
<FILENAME>a2103959zex-10_58.txt
<DESCRIPTION>EXHIBIT 10.58
<TEXT>
<Page>

                                                                   Exhibit 10.58

                           CHANGE IN CONTROL AGREEMENT

        THIS AGREEMENT, dated as of the [SEE ATTACHED SCHEDULE A], is by and
between SPHERION CORPORATION, a Delaware corporation (hereinafter referred to as
the "COMPANY"), and [SEE ATTACHED SCHEDULE A] (hereinafter the "EXECUTIVE").

                                    RECITALS

        A.     The Board of Directors of the Company (the "BOARD") considers it
essential to the best interests of the Company and its stockholders that its key
management personnel be encouraged to remain with the Company and its
subsidiaries and to continue to devote full attention to the Company's business
in the event that any third person expresses its intention to complete a
possible business combination with the Company, or in taking any other action
which could result in a "CHANGE IN CONTROL" (as defined herein) of the Company.
In this connection, the Board recognizes that the possibility of a Change in
Control and the uncertainty and questions which it may raise among management
may result in the departure or distraction of key management personnel to the
detriment of the Company and its stockholders. The Board has determined that
appropriate steps should be taken to reinforce and encourage the continued
attention and dedication of key members of the Company's management to their
assigned duties without distraction in the face of the potentially disturbing
circumstances arising from the possibility of a Change in Control of the
Company.

        B.     The Executive currently serves as the Company's [SEE ATTACHED
SCHEDULE A], and her services and knowledge are valuable to the Company in
connection with the management of its business.

        C.     The Board believes the Executive has made and is expected to
continue to make valuable contributions to the productivity and profitability of
the Company and its subsidiaries. Should the Company receive a proposal from a
third person concerning a possible business combination or any other action
which could result in a Change in Control, in addition to the Executive's
regular duties, the Executive may be called upon to assist in the assessment of
such proposal, advise management and the Board as to whether such proposal would
be in the best interests of the Company and its stockholders, and to take such
other actions as the Board might determine to be necessary or appropriate.

        D.     Should the Company receive any proposal from a third person
concerning a possible business combination or any other action which could
result in a change in control of the Company, the Board believes it imperative
that the Company and the Board be able to rely upon the Executive to continue in
her position, and that the Company and the Board be able to receive and rely
upon her advice, if so requested, as to the best interests of the Company and
its stockholders without concern that she might be distracted by the personal
uncertainties and risks created by such a proposal, and to encourage Executive's
full attention and dedication to the Company.

        E.     The Company and the Executive are parties to that certain Change
in Control Agreement dated [SEE ATTACHED SCHEDULE A] (the "PRIOR CIC
AGREEMENT").

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        F.     The Company and the Executive desire to terminate the Prior CIC
Agreement (and any predecessor change in control agreements) and to enter into
this Agreement upon the terms and subject to the conditions hereinafter set
forth.

                              TERMS AND CONDITIONS

        NOW, THEREFORE, to assure the Company and its subsidiaries that it will
have the continued, undivided attention, dedication and services of the
Executive and the availability of the Executive's advice and counsel
notwithstanding the possibility, threat or occurrence of a Change in Control of
the Company, and to induce the Executive to remain in the employ of the Company
and its subsidiaries, and for other good and valuable consideration, the
adequacy and sufficiency of which are hereby acknowledged, the Company and the
Executive agree as follows.

        1.     CHANGE IN CONTROL

        (a)    For purposes of this Agreement, a "CHANGE IN CONTROL" of the
    Company shall be deemed to have occurred upon (i) the acquisition at any
    time by a "PERSON" or "GROUP" (as that term is used in Sections 13(d) and
    14(d)(2) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE
    ACT")) (excluding, for this purpose, the Company or any of its subsidiaries,
    any employee benefit plan of the Company or any of its subsidiaries, an
    underwriter temporarily holding securities pursuant to such securities, or a
    corporation owned, directly or indirectly, by the stockholders of the
    Company in substantially the same proportions as their ownership of stock of
    the Company) of beneficial ownership (as defined in Rule 13d-3 under the
    Exchange Act) directly or indirectly, of securities representing 25% or more
    of the combined voting power in the election of directors of the
    then-outstanding securities of the Company or any successor of the Company;
    (ii) the termination of service as directors, for any reason other than
    death, disability or retirement from the Board, during any period of two
    consecutive years or less, of individuals who at the beginning of such
    period constituted a majority of the Board, unless the election of or
    nomination for election of each new director during such period was approved
    by a vote of at least two-thirds of the directors still in office who were
    directors at the beginning of the period; (iii) approval by the stockholders
    of the Company of liquidation of the Company; (iv) approval by the
    stockholders of the Company and consummation of any sale or disposition, or
    series of related sales or dispositions, of 50% or more of the assets or
    earning power of the Company; or (v) approval by the stockholders of the
    Company and consummation of any merger or consolidation or statutory share
    exchange to which the Company is a party as a result of which the persons
    who were stockholders of the Company immediately prior to the effective date
    of the merger or consolidation or statutory share exchange shall have
    beneficial ownership of less than 50% of the combined voting power in the
    election of directors of the surviving corporation following the effective
    date of such merger or consolidation or statutory share exchange.

        (b)    Notwithstanding anything herein, no acquisition of beneficial
    ownership of securities of the Company, merger, sale of assets or other
    transaction shall be deemed to constitute a Change in Control for purposes
    of this Agreement if such transaction constitutes a "MANAGEMENT APPROVED
    TRANSACTION." For purposes of this Agreement, a "MANAGEMENT APPROVED
    TRANSACTION" shall be any transaction, which would otherwise

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    result in a Change in Control for purposes of this Agreement in which the
    acquiring "PERSON", "GROUP" or other entity is either beneficially owned by,
    or comprised of, in whole or in part, three or more members of the Company's
    executive management, as such was constituted twelve months prior to such
    transaction, or is majority owned by, or comprised of, any employee benefit
    plan of the Company.

        2.     ADJUSTMENT OF BENEFITS UPON CHANGE IN CONTROL

        (a)    The Company agrees that the Compensation Committee of the Board,
    or such other committee succeeding to such committee's responsibilities with
    respect to executive compensation (collectively, the "COMPENSATION
    COMMITTEE") may make such equitable adjustments to any performance targets
    contained in any awards under the Company's current incentive compensation
    plans, or any additional or successor plan in which the Executive is a
    participant (collectively, the "INCENTIVE PLANS"), as the Compensation
    Committee determines may be appropriate to eliminate any negative effects
    from any transactions relating to a Change in Control (such as costs or
    expenses associated with the transaction or any related transaction,
    including, without limitation, any reorganizations, divestitures,
    recapitalizations or borrowings, or changes in targets or measures to
    reflect the disruption of the business, etc.), in order to preserve reward
    opportunities and performance objectives.

        (b)    In the case of a Change in Control, all restrictions and
    conditions applicable to any awards of restricted stock or the vesting of
    stock options or other awards granted to the Executive under the Company's
    2000 Stock Incentive Plan, Deferred Stock Plan, any similar, predecessor or
    successor plan, or otherwise shall be deemed to have been satisfied as of
    the date the Change in Control occurs, and this Agreement shall be deemed to
    amend any agreements evidencing such awards to reflect this provision.

        3.     TERMINATION FOLLOWING CHANGE IN CONTROL

        (a)    The Executive's employment may be terminated for any reason by
    the Company following a Change in Control of the Company. If the Executive's
    employment is terminated by the Company for any reason other than for the
    reasons set forth in subparagraphs (i), (ii), (iii), (iv) or (v) below
    within two years following a Change in Control, then the Executive shall be
    entitled to the benefits set forth in this Agreement in lieu of any
    termination, separation, severance or similar benefits under the Executive's
    Employment Agreement, if any, or under the Company's termination,
    separation, severance or similar plans or policies, if any. If the
    Executive's employment is terminated for any of the reasons set forth in
    subparagraphs (i), (ii), (iii), (iv) or (v) below, then the Executive shall
    not be entitled to any termination, separation, severance or similar
    benefits under this Agreement, and the Executive shall be entitled to
    benefits under the Executive's Employment Agreement, if any, or under the
    Company's termination, separation, severance or similar plans or policies,
    if any, only in accordance with the terms of such Employment Agreement, or
    such plans or policies.

               (i)   termination by reason of the Executive's death, PROVIDED
    the Executive has not previously given a "NOTICE OF TERMINATION" pursuant to
    Section 4;

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               (ii)  termination by reason of the Executive's "DISABILITY,"
    PROVIDED the Executive has not previously given a "NOTICE OF TERMINATION"
    pursuant to Section 4;

               (iii) termination by reason of "RETIREMENT" at or after age 65,
    PROVIDED the Executive has not previously given "NOTICE OF TERMINATION"
    pursuant to Section 4;

               (iv)  termination by the Company for "CAUSE;" or

               (v)   voluntary termination by the Executive (other than for
    "GOOD REASON" as provided in section 3(b) below).

               For the purposes of this Agreement, "DISABILITY" shall be defined
    as the Executive's inability by reason of illness or other physical or
    mental disability to perform the principal duties required by the position
    held by the Executive at the inception of such illness or disability for any
    consecutive 180-day period. A determination of disability shall be subject
    to the certification of a qualified medical doctor agreed to by the Company
    and the Executive or, in the Executive's incapacity to designate a doctor,
    the Executive's legal representative. If the Company and the Executive
    cannot agree on the designation of a doctor, each party shall nominate a
    qualified medical doctor and the two doctors shall select a third doctor and
    the third doctor shall make the determination as to disability.

               For purposes of this Agreement, "RETIREMENT" shall mean the
    Company's termination of the Executive's employment at or after the date on
    which the Executive attains age 65.

               For purposes of this Agreement, "CAUSE" shall mean one or more of
    the following:

        (I)    the material violation of any of the terms and conditions of
    this Agreement or any written agreements the Executive may from time to time
    have with the Company (after 30 days following written notice from the Board
    specifying such material violation and Executive's failure to cure or remedy
    such material violation within such 30-day period);

        (II)   inattention to or failure to perform Executive's assigned duties
    and responsibilities competently for any reason other than due to Disability
    (after 30 days following written notice from the Board specifying such
    inattention or failure, and Executive's failure to cure or remedy such
    inattention or failure within such 30-day period);

        (III)  engaging in activities or conduct injurious to the reputation
    of the Company or its affiliates including, without limitation, engaging in
    immoral acts which become public information or repeatedly conveying to one
    person, or conveying to an assembled public group, negative information
    concerning the Company or its affiliates;

        (IV)   commission of an act of dishonesty, including, but not limited
    to, misappropriation of funds or any property of the Company;

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        (V)    commission by the Executive of an act which constitutes a
    misdemeanor (involving an act of moral turpitude) or a felony;

        (VI)   the material violation of any of the written Policies of the
    Company which are not inconsistent with this Agreement or applicable law
    (after 30 days following written notice from the Board specifying such
    failure, and the Executive's failure to cure or remedy such inattention or
    failure within such 30-day period);

        (VII)  refusal to perform the Executive's assigned duties and
    responsibilities or other insubordination (after 30 days following written
    notice from the Board specifying such refusal or insubordination, and the
    Executive's failure to cure or remedy such refusal or insubordination within
    such 30-day period); or

        (VIII) unsatisfactory performance of duties by the Executive as a
    result of alcohol or drug use by the Executive.

        (b)    The Executive may terminate her employment with the Company
    following a Change in Control of the Company for "GOOD REASON" by giving
    Notice of Termination at any time within two years after the Change in
    Control. Any failure by the Executive to give such immediate notice of
    termination for Good Reason shall not be deemed to constitute a waiver or
    otherwise to affect adversely the rights of the Executive hereunder,
    PROVIDED the Executive gives notice to receive such benefits prior to the
    expiration of such two year period. If the Executive terminates her
    employment as provided in this Section 3(b), then the Executive shall be
    entitled to the benefits set forth in this Agreement in lieu of any
    termination, separation, severance or similar benefits under the Executive's
    Employment Agreement, if any, or under the Company's termination,
    separation, severance or similar plans or policies, if any.

        For purposes of this Agreement, "GOOD REASON" shall mean the occurrence
    of any one or more of the following events:

               (I)   The assignment to the Executive of any duties
    inconsistent in any material adverse respect with her position, authority or
    responsibilities with the Company and its subsidiaries immediately prior to
    the Change in Control, or any other material adverse change in such
    position, including titles, authority, or responsibilities, as compared with
    the Executive's position immediately prior to the Change in Control;

               (II)  A reduction by the Company in the amount of the
    Executive's base salary or annual or long term incentive compensation paid
    or payable as compared to that which was paid or made available to Executive
    immediately prior to the Change in Control; or the failure of the Company to
    increase Executive's compensation each year by an amount which is
    substantially the same, on a percentage basis, as the average annual
    percentage increase in the base salaries of other executives of comparable
    status with the Company;

               (III) The failure by the Company to continue to provide the
    Executive with substantially similar perquisites or benefits the Executive
    in the aggregate enjoyed under the Company's benefit programs, such as any
    of the Company's pension, savings, vacation, life insurance, medical, health
    and accident, or disability plans in which she was

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    participating at the time of the Change in Control (or, alternatively, if
    such plans are amended, modified or discontinued, substantially similar
    equivalent benefits thereto, when considered in the aggregate), or the
    taking of any action by the Company which would directly or indirectly cause
    such benefits to be no longer substantially equivalent, when considered in
    the aggregate, to the benefits in effect at the time of the Change in
    Control;

               (IV)  The Company's requiring the Executive to be based at
    any office or location more than 50 miles from that location at which she
    performed her services immediately prior to the Change in Control, except
    for a relocation consented to in writing by the Executive, or travel
    reasonably required in the performance of the Executive's responsibilities
    to the extent substantially consistent with the Executive's business travel
    obligations prior to the Change in Control;

               (V)   Any failure of the Company to obtain the assumption of
    the obligation to perform this Agreement by any successor as contemplated in
    Section 11 herein; or

               (VI)  Any breach by the Company of any of the material
    provisions of this Agreement or any failure by the Company to carry out any
    of its obligations hereunder, in either case, for a period of thirty
    business days after receipt of written notice from the Executive and the
    failure by the Company to cure such breach or failure during such thirty
    business day period.

        4.     NOTICE OF TERMINATION

        Any termination of the Executive's employment following a Change in
    Control, other than a termination as contemplated by Sections 3(a)(i) or
    3(a)(iii) shall be communicated by written "NOTICE OF TERMINATION" by the
    party affecting the termination to the other party hereto. Any "NOTICE OF
    TERMINATION" shall set forth (a) the effective date of termination, which
    shall not be less than 15 or more than 30 days after the date the Notice of
    Termination is delivered (the "TERMINATION DATE"); (b) the specific
    provision in this Agreement relied upon; and (c) in reasonable detail the
    facts and circumstances claimed to provide a basis for such termination and
    the entitlement, or lack of entitlement, to the benefits set forth in this
    Agreement. Notwithstanding the foregoing, if within fifteen (15) days after
    any Notice of Termination is given, the party receiving such Notice of
    Termination notifies the other party that a good faith dispute exists
    concerning the termination, the actual Termination Date shall be the date on
    which the dispute is finally determined in accordance with the provisions of
    Section 18 hereof. In the case of any good faith dispute as to the
    Executive's entitlement to benefits under this Agreement resulting from any
    termination by the Company for which the Company does not deliver a Notice
    of Termination, the actual Termination Date shall be the date on which the
    dispute is finally determined in accordance with the provisions of Section
    18 hereof. Notwithstanding the pendency of any such dispute referred to in
    the two preceding sentences, the Company shall continue to pay the Executive
    her full compensation then in effect and continue the Executive as a
    participant in all compensation, benefits and perquisites in which she was
    then participating, until the dispute is finally resolved, PROVIDED the
    Executive is willing to continue to provide full time services to the
    Company and its subsidiaries in substantially

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    the same position, if so requested by the Company. Amounts paid under this
    Section 4 shall be in addition to all other amounts due under this Agreement
    and shall not be offset against or reduce any other amounts due under this
    Agreement. If a final determination is made, pursuant to Section 18, that
    Good Reason did not exist in the case of a Notice of Termination by the
    Executive, the Executive shall have the sole right to nullify and void her
    Notice of Termination by delivering written notice of same to the Company
    within three (3) business days of the date of such final determination. If
    the parties do not dispute the Executive's entitlement to benefits
    hereunder, the Termination Date shall be as set forth in the Notice of
    Termination.

        5.     TERMINATION BENEFITS

        (a)    SEVERANCE PAYMENT. Subject to the conditions set forth in this
    Agreement, on the Termination Date the Company shall pay the Executive
    (reduced by any applicable payroll or other taxes required to be withheld) a
    lump sum severance payment, in cash, equal to one and one-half (1.5) times
    the sum of Executive's annual salary for the current year plus her annual
    incentive award target for the current year (provided that if the Notice of
    Termination is given prior to the determination of the Executive's salary or
    annual incentive award target for the year in which the Termination Date
    occurs, the amounts shall be based on the annual salary for the prior year
    and the greater of the annual incentive award target for the prior year or
    the actual incentive award earned by the Executive for the prior year). The
    current year shall be (A) for the purposes of determining annual salary, the
    year then generally used by the Company for setting salaries for
    senior-level executives (currently April 1 through the following March 31),
    and (B) for purposes of determining annual incentive award target, the
    fiscal year then generally used by the Company for setting annual incentive
    award targets for senior-level executives, in which the Termination Date
    occurs, and the prior year shall be the twelve-month period immediately
    preceding the current year;

        (b)    EXPENSES. Reimbursement for expenses incurred by the Executive in
    accordance with the Company's policy but not reimbursed prior to the date of
    such termination of employment;

        (c)    PAYMENT OF DEFERRED COMPENSATION. Any compensation that has been
    earned by the Executive but is unpaid as of the Termination Date, including
    any compensation that has been earned but deferred pursuant to the Company's
    Deferred Compensation Plan or otherwise, shall be paid in full to the
    Executive on the Termination Date.

        6.     OTHER BENEFITS

        Subject to the conditions set forth in this Agreement hereof, the
following benefits (subject to any applicable payroll or other taxes required to
be withheld) shall be paid or provided to the Executive:

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        (a)    HEALTH/WELFARE BENEFITS

               (i)   During the eighteen (18) months following the Termination
    Date (the "CONTINUATION PERIOD"), the Company shall continue to keep in full
    force and effect all programs of medical, dental, vision, accident,
    disability, life insurance, including optional term life insurance, and
    other similar health or welfare programs with respect to the Executive and
    her dependents with the same level of coverage, upon the same terms and
    otherwise to the same extent as such programs shall have been in effect
    immediately prior to the Termination Date (or, if more favorable to the
    Executive, immediately prior to the Change in Control), and the Company and
    the Executive shall share the costs of the continuation of such insurance
    coverage in the same proportion as such costs were shared immediately prior
    to the Termination Date (or, if more favorable to the Executive, immediately
    prior to the Change in Control) or, if the terms of such programs do not
    permit continued participation by the Executive (or if the Company otherwise
    determines it advisable to amend, modify or discontinue such programs for
    employees generally), the Company shall otherwise provide benefits
    substantially similar to and no less favorable to the Executive in terms of
    cost or benefits ("EQUIVALENT BENEFITS") than she was entitled to receive at
    the end of the period of coverage, for the duration of the Continuation
    Period.

               (ii)  All benefits which the Company is required by this Section
    6(a) to provide, which will not be provided by the Company's programs
    described herein, shall be provided through the purchase of insurance unless
    the Executive is uninsurable. If the Executive is uninsurable, the Company
    will provide the benefits out of its general assets.

               (iii) If the Executive obtains other employment during the
    Continuation Period which provides health or welfare benefits of the type
    described in Section 6(a)(i) hereof ("OTHER COVERAGE"), then Executive shall
    notify the Company promptly of such other employment and Other Coverage and
    the Company shall thereafter not provide the Executive and her dependents
    the benefits described in Section 6(a)(i) hereof to the extent that such
    benefits are provided under the Other Coverage. Under such circumstances,
    the Executive shall make all claims first under the Other Coverage and then,
    only to the extent not paid or reimbursed by the Other Coverage, under the
    plans and programs described in Section 6(a)(i) hereof.

        (b)    RETIREMENT BENEFITS

               (i)   For purposes of this Agreement, "RETIREMENT" shall mean the
    Company's termination of the Executive's employment within two years
    following a Change in Control of the Company and at or after the date on
    which the Executive attains age 65; provided, however, that any termination
    for Cause or due to Death or Disability shall not constitute Retirement.

               (ii)  Subject to Section 6(b)(ii), the Executive shall be deemed
    to be completely vested under the Company's 401(k) Plan, Deferred
    Compensation Plan or other similar or successor plans which are in effect as
    of the date of the Change in Control (collectively, the "PLANS"), regardless
    of the Executive's actual vesting service credit thereunder.

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               (iii) Any part of the foregoing retirement benefits which are
    otherwise required to be paid by a tax-qualified Plan but which cannot be
    paid through such Plan by reason of the laws and regulations applicable to
    such Plan, shall be paid by one or more supplemental non-qualified Plans or
    by the Company.

               (iv)  The payments calculated hereunder which are not actually
    paid by a Plan shall be paid thirty (30) days following the Date of
    Termination in a single lump sum cash payment (of equivalent actuarial value
    to the payment calculated hereunder using the same actuarial assumptions as
    are used in calculating benefits under the Plan but using the discount rate
    that would be used by the Company on the Date of Termination to determine
    the actuarial present value of projected benefit obligations).

        (c)    EXECUTIVE OUTPLACEMENT COUNSELING. During the Continuation
    Period, unless the Executive shall reach normal retirement age during the
    Continuation Period, the Executive may request in writing and the Company
    shall at its expense engage within a reasonable time following such written
    request an outplacement counseling service to assist the Executive in
    obtaining employment.

        (d)    This Section 6(d) is intentionally omitted.

        7.     PAYMENT OF CERTAIN COSTS

        Except as otherwise provided in Section 18, if a dispute arises
    regarding a termination of the Executive or the interpretation or
    enforcement of this Agreement, subsequent to a Change in Control, all of the
    reasonable legal fees and expenses incurred by the Executive and all
    Arbitration Costs (as hereafter defined) in contesting any such termination
    or obtaining or enforcing all or part of any right or benefit provided for
    in this Agreement or in otherwise pursuing all or part of her claim will be
    paid by the Company, unless prohibited by law. The Company further agrees to
    pay pre-judgment interest on any money judgment obtained by the Executive
    calculated at the prime interest rate reported in THE WALL STREET JOURNAL in
    effect from time to time from the date that payment to her should have been
    made under this Agreement.

        8.     This Section 8 is intentionally omitted.

        9.     MITIGATION

        The Executive is not required to seek other employment or otherwise
mitigate the amount of any payments to be made by the Company pursuant to this
Agreement, and employment by the Executive will not reduce or otherwise affect
any amounts or benefits due the Executive pursuant to this Agreement, except as
otherwise provided in Section 6(a)(iii).

        10.    CONTINUING OBLIGATIONS REGARDING CONFIDENTIAL INFORMATION

        (a)    ACKNOWLEDGMENTS BY THE EXECUTIVE. The Executive hereby recognizes
    and acknowledges the following:

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               (i)   In connection with the Business, the Company has expended a
    great deal of time, money and effort to develop and maintain the secrecy and
    confidentiality of substantial proprietary trade secret information and
    other confidential business information which, if misused or disclosed,
    could be very harmful to the Company's business.

               (ii)  The Executive desires to become entitled to receive the
    benefits contemplated by this Agreement but which the Company would not make
    available to the Executive but for the Executive's signing and agreeing to
    abide by the terms of this Section 10.

               (iii) The Executive's position with the Company provides the
    Executive with access to certain of the Company's confidential and
    proprietary trade secret information and other confidential business
    information.

               (iv)  The Company compensates its employees to, among other
    things, develop and preserve business information for the Company's
    ownership and use.

               (v)   If the Executive were to leave the Company, the Company in
    all fairness would need certain protection in order to ensure that the
    Executive does not appropriate and misuse any confidential information
    entrusted to the Executive during the course of the Executive's employment
    with the Company.

        (b)    CONFIDENTIAL INFORMATION

               (i)   The Executive agrees to keep secret and confidential, and
    not to use or disclose to any third parties, except as directly required for
    the Executive to perform the Executive's employment responsibilities for the
    Company, or except as required by law, any of the Company's confidential and
    proprietary trade secret information or other confidential business
    information concerning the Company's business acquired by the Executive
    during the course of, or in connection with, the Executive's employment with
    the Company (and which was not known by the Executive prior to the
    Executive's being hired by the Company). Confidential information means
    information which would constitute material, nonpublic information under the
    Securities Exchange Act of 1934, as amended, and the rules and regulations
    promulgated thereunder, regardless of whether the Executive's use or
    disclosure of such information is in connection with or related to a
    securities transaction.

               (ii)  The Executive acknowledges that any and all notes, records,
    reports, written information or documents of any kind, computer files and
    diskettes and other documents obtained by or provided to the Executive, or
    otherwise made, produced or compiled during the course of the Executive's
    employment with the Company, regardless of the type of medium in which it is
    preserved, are the sole and exclusive property of the Company and shall be
    surrendered to the Company upon the Executive's termination of employment
    and on demand at any time by the Company.

        (c)    ACKNOWLEDGMENT REGARDING RESTRICTIONS. The Executive recognizes
    and agrees that the provisions of this Section 10 are reasonable and
    enforceable because, among other things, (i) the Executive is receiving
    compensation under this Agreement and (ii) this Section 10 therefore does
    not impose any undue hardship on the Executive. The Executive

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    further recognizes and agrees that the provisions of this Section 10 are
    reasonable and enforceable in view of the Company's legitimate interests in
    protecting its confidential information.

        (d)    BREACH. In the event of a breach of Section 10(b), the Company's
    sole remedy shall be the discontinuation of the payment, allocation, accrual
    or provision of any amounts or benefits as provided in Sections 5 or 6. The
    Executive recognizes and agrees, however, that it is the intent of the
    parties that neither this Agreement nor any of its provisions shall be
    construed to adversely affect any rights or remedies that Company would have
    had, including, without limitation, the amount of any damages for which it
    could have sought recovery, had this Agreement not been entered into.
    Accordingly, the parties hereby agree that nothing stated in this Section 10
    shall limit or otherwise affect the Company's right to seek legal or
    equitable remedies it may otherwise have, or the amount of damages for which
    it may seek recovery, in connection with matters covered by this Section 10
    but which are not based on breach or violation of this Section 10
    (including, without limitation, claims based on the breach of fiduciary or
    other duties of the Executive or any obligations of the Executive arising
    under any other contracts, agreements or understandings). Without limiting
    the generality of the foregoing, nothing in this Section 10 or any other
    provision of this Agreement shall limit or otherwise affect the Company's
    right to seek legal or equitable remedies it may otherwise have, or the
    amount of damages for which it may seek recovery, resulting from or arising
    out of statutory or common law or any Company policies relating to fiduciary
    duties, confidential information or trade secrets. Further, the Executive
    acknowledges and agrees that the fact that Section 10(c) is limited to the
    Continuation Period, and that the sole remedy of the Company hereunder is
    the discontinuation of benefits, shall not reduce or otherwise alter any
    other contractual or other legal obligations of the Executive during any
    period or circumstance, and shall not be construed as establishing a maximum
    limit on damages for which the Company may seek recovery.

        11.    BINDING AGREEMENT; SUCCESSORS

        (a)    This Agreement shall be binding upon and shall inure to the
    benefit of the Company and its successors and assigns. The Company shall
    require any successor (whether direct or indirect, by purchase, merger,
    consolidation or otherwise) to all or substantially all of the business
    and/or assets of the Company, by agreement to assume expressly and agree to
    perform this Agreement in the same manner and to the same extent that the
    Company would be required to perform it if no such succession had taken
    place. For purposes of this Agreement, "COMPANY" shall mean the Company as
    hereinbefore defined and any successor to its business and/or assets as
    aforesaid.

        (b)    This Agreement shall be binding upon and shall inure to the
    benefit of the Executive and the Executive's personal or legal
    representatives, executors, administrators, successors, heirs, distributees,
    beneficiaries, devises and legatees. If the Executive should die while any
    amounts are payable to her hereunder, all such amounts, unless otherwise
    provided herein, shall be paid in accordance with the terms of this
    Agreement to the Executive's devisee, legatee, beneficiary or other designee
    or, if there be no such designee, to the Executive's estate.

                                       11
<Page>

        12.    NOTICES

        For the purposes of this Agreement, notices and all other communications
provided for herein shall be in writing and shall be deemed to have been duly
given (i) on the date of delivery if delivered by hand, (ii) on the date of
transmission, if delivered by confirmed facsimile, (iii) on the first business
day following the date of deposit if delivered by guaranteed overnight delivery
service, or (iv) on the third business day following the date delivered or
mailed by United States registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:

        If to the Executive:

        --------------------
        --------------------
        --------------------

        If to the Company:

        Spherion Corporation
        2050 Spectrum Boulevard
        Fort Lauderdale, Florida 33309
        Attention:  General Counsel

or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

        13.    GOVERNING LAW

        The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Florida, without regard
to principles of conflicts of laws.

        14.    MISCELLANEOUS

        No provisions of this Agreement may be amended, modified, waived or
discharged unless such amendment, waiver, modification or discharge is agreed to
in writing signed by the Executive and the Company. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not set forth
expressly in this Agreement. Section headings contained herein are for
convenience of reference only and shall not affect the interpretation of this
Agreement.

        15.    COUNTERPARTS

        This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which will constitute one and
the same instrument.

        16.    NON-ASSIGNABILITY

        This Agreement is personal in nature and neither of the parties hereto
shall, without the consent of the other, assign, or transfer this Agreement or
any rights or obligations hereunder,

                                       12
<Page>

except as provided in Section 11. Without limiting the foregoing, the
Executive's right to receive payments hereunder shall not be assignable or
transferable, whether by pledge, creation of a security interest or otherwise,
other than a transfer by his will or trust or by the laws of descent or
distribution, and in the event of any attempted assignment or transfer contrary
to this paragraph the Company shall have no liability to pay any amount so
attempted to be assigned or transferred.

        17.    TERM OF AGREEMENT

        The term of this Agreement (the "TERM") shall commence on the date
hereof and shall continue in effect for a period of three (3) years, unless
further extended or sooner terminated as hereinafter provided. At the end of
this three year period and on the first day of each one-year anniversary
thereafter, the Term shall automatically be extended for one additional year
unless either party shall have given notice to the other party, at least six
months prior to such anniversary that it does not wish to extend the Term.
However, if a Change in Control of the Company shall have occurred during the
original or any extended term of this Agreement, this Agreement shall continue
in effect for a period of twenty-four (24) months beyond the month in which such
Change in Control occurred; and, PROVIDED FURTHER, that if the Company shall
become obligated to make any payments or provide any benefits pursuant to
Section 5 or 6 hereof, this Agreement shall continue for the period necessary to
make such payments or provide such benefits.

        18.    RESOLUTION OF DISPUTES

        (a)    The parties hereby agree to submit any claim, demand, dispute,
charge or cause of action (in any such case, a "CLAIM") arising out of, in
connection with, or relating to this Change in Control Agreement to binding
arbitration in conformance with the J*A*M*S/ENDISPUTE Streamlined Arbitration
Rules and Procedures or the J*A*M*S/ENDISPUTE Comprehensive Arbitration Rules
and Procedures, as applicable, but expressly excluding Rule 28 of the
J*A*M*S/ENDISPUTE Streamlined Rules and Rule 32 of the J*A*M*S/ENDISPUTE
Comprehensive Rules, as the case may be. All arbitration procedures shall be
held in Fort Lauderdale, Florida and shall be subject to the choice of law
provisions set forth in Section 13 of this Agreement.

        (b)    In the event of any dispute arising out of or relating to this
Agreement for which any party is seeking injunctive relief, specific performance
or other equitable relief, such matter may be resolved by litigation.
Accordingly, the parties shall submit such matter to the exclusive jurisdiction
of the United States District Court for the Southern District of Florida or, if
jurisdiction is not available therein, any other court located in Broward
County, Florida, and hereby waive any and all objections to such jurisdiction or
venue that they may have. Each party agrees that process may be served upon such
party in any manner authorized under the laws of the United States or Florida,
and waives any objections that such party may otherwise have to such process.

        19.    RELEASE AND CONDITIONS

        Any and all payments and benefits provided by the Company to the
Executive under this Agreement shall be conditioned on the following: (i)
Executive's continued compliance with the confidentiality provisions contained
herein; (ii) the Executive's execution of

                                       13
<Page>

a full release and settlement of any and all claims against the Company; and
(iii) the Executive's execution of a non-disparagement agreement and continued
compliance therewith.

        20.    NO SETOFF

        The Company shall have no right of setoff or counterclaim in respect of
any claim, debt or obligation against any payment provided for in this
Agreement.

        21.    NON-EXCLUSIVITY OF RIGHTS

        Nothing in this Agreement shall prevent or limit the Executive's
continuing or future participation in any benefit, bonus, incentive or other
plan or program provided by the Company or any of its subsidiaries or successors
and for which the Executive may qualify, nor shall anything herein limit or
reduce such rights as the Executive may have under any other agreements with the
Company or any of its subsidiaries or successors, except to the extent payments
are made pursuant to Section 5, they shall be in lieu of any termination,
separation, severance or similar payments pursuant to the Executive's Employment
Agreement, if any, and the Company's then existing termination, separation,
severance or similar plans or policies, if any. Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any plan
or program of the Company or any of its subsidiaries shall be payable in
accordance with such plan or program, except as explicitly modified by this
Agreement.

        22.    NO GUARANTEED EMPLOYMENT

        The Executive and the Company acknowledge that this Agreement shall not
confer upon the Executive any right to continued employment and shall not
interfere with the right of the Company to terminate the employment of the
Executive at any time.

        23.    INVALIDITY OF PROVISIONS

        In the event that any provision of this Agreement is adjudicated to be
invalid or unenforceable under applicable law in any jurisdiction, the validity
or enforceability of the remaining provisions thereof shall be unaffected as to
such jurisdiction and such adjudication shall not affect the validity or
enforceability of such provision in any other jurisdiction. To the extent that
any provision of this Agreement, including, without limitation, Section 10
hereof, is adjudicated to be invalid or unenforceable because it is overbroad,
that provision shall not be void but rather shall be limited to the extent
required by applicable law and enforced as so limited. The parties expressly
acknowledge and agree that this Section 23 is reasonable in view of the parties'
respective interests.

        24.    NON-WAIVER OF RIGHTS

        The failure by the Company or the Executive to enforce at any time any
of the provisions of this Agreement or to require at any time performance by the
other party of any of the provisions hereof shall in no way be construed to be a
waiver of such provisions or to affect either the validity of this Agreement, or
any part hereof, or the right of the Company or the Executive thereafter to
enforce each and every provision in accordance with the terms of this Agreement.

                                       14
<Page>

        25.    EMPLOYMENT AGREEMENT.

        If the Executive has an Employment Agreement with the Company, and if
circumstances arise which cause both the Employment Agreement and this Agreement
to apply to the Company and the Executive, then, to the extent of any
inconsistency between the provisions of this Agreement and the Employment
Agreement, the terms of this Agreement alone shall apply. However, if this
Agreement does not apply, then the provisions of the Employment Agreement shall
control and be unaffected by this Agreement.

        26.    UNFUNDED PLAN.

        The Company's obligations under this Agreement shall be entirely
unfunded until payments are made hereunder from the general assets of the
Company, and no provision shall be made to segregate assets of the Company for
payments to be made under this Agreement. The Executive shall have no interest
in any particular assets of the Company but rather shall have only the rights of
a general unsecured creditor of the Company.

    PLEASE NOTE: BY SIGNING THIS AGREEMENT, THE EXECUTIVE IS HEREBY CERTIFYING
THAT THE EXECUTIVE (A) HAS RECEIVED A COPY OF THIS AGREEMENT FOR REVIEW AND
STUDY BEFORE EXECUTING IT; (B) HAS READ THIS AGREEMENT CAREFULLY BEFORE SIGNING
IT; (C) HAS HAD SUFFICIENT OPPORTUNITY BEFORE SIGNING THE AGREEMENT TO ASK ANY
QUESTIONS THE EXECUTIVE HAS ABOUT THE AGREEMENT AND HAS RECEIVED SATISFACTORY
ANSWERS TO ALL SUCH QUESTIONS; AND (D) UNDERSTANDS THE EXECUTIVE'S RIGHTS AND
OBLIGATIONS UNDER THE AGREEMENT.

    THIS AGREEMENT IN SECTION 18 CONTAINS A BINDING ARBITRATION PROVISION WHICH
MAY BE ENFORCED BY THE PARTIES.

                                       15
<Page>

               IN WITNESS WHEREOF, the parties have caused this Change in
Control Agreement to be executed and delivered as of the day and year first
above set forth.

                                                     SPHERION CORPORATION


                                                     By:
                                                         -----------------------

                                                     Name:
                                                           ---------------------

                                                     Title:
                                                            --------------------


                                                     EXECUTIVE


                                                     By:
                                                         -----------------------

                                                     Name:
                                                           ---------------------

                                       16
<Page>

                                   SCHEDULE A

<Table>
<Caption>
                          DATE OF
                          EXECUTIVE'S
                          CHANGE IN
EXECUTIVE'S NAME          CONTROL AGREEMENT     EXECUTIVE'S POSITION              EXECUTIVE REPORTS TO:
----------------------------------------------------------------------------------------------------------
<S>                       <C>                   <C>                               <C>
Archer, Eric              May 7, 2001           President, Professional           Chief Operating
                                                Recruiting Group                  Officer

Bourke, Peter T.          May 7, 2001           President, Outsourcing Group      Chief Operating
                                                                                  Officer

Cormany, Douglas P.       May 10, 2001          Vice President and Chief          Chief Financial
                                                Information Officer               Officer

Grissom, Robert W.        July 3, 2001          Senior Vice President,            Chief Operating
                                                Sales & Marketing, Staffing       Officer
                                                Group

Iglesias, Lisa            May 7, 2001           General Counsel, Vice             Chief Executive
                                                President and Secretary           Officer

Mazares, Greg             May 7, 2001           President, Deposition             President,
                                                Services                          Professional
                                                                                  Recruiting Group

Mincey, Wayne             July 3, 2001          President, Technology Group       Chief Operating
                                                                                  Officer

Morgan, Robert            May 7, 2001           President, Human Capital          Chief Operating
                                                Consulting Group                  Officer

Peck, Gary                May 7, 2001           President, Staffing Group         Chief Operating
                                                                                  Officer

Russo, Shannon W.         May 7, 2001           Vice President, Strategic         President,
                                                Alliances, Outsourcing Group      Outsourcing Group

Smith, Mark               May 7, 2001           Vice President, Business          Chief Financial
                                                Services                          Officer

Wahby, Janet              August 1, 2001        Vice President, Global            Chief Operating
                                                Marketing                         Officer
</Table>


</TEXT>
</DOCUMENT>
