CDI CORP
BALLOU - EMPLOYMENT AGREEMENT
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<FILENAME>ballouea.txt
<DESCRIPTION>BALLOU - EMPLOYMENT AGREEMENT
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                                                                              71
                                    CDI CORP.

                              EMPLOYMENT AGREEMENT


                  This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as
of the 1st day of October, 2001 between CDI Corp., a Pennsylvania corporation
(the "Company"), and Roger H. Ballou ("Executive").

                  The Company desires to employ Executive, and Executive is
willing to be employed by the Company, upon the terms and subject to the
conditions hereinafter set forth.

                  NOW, THEREFORE, in consideration of the mutual covenants set
forth herein, and intending to be legally bound hereby, the parties agree as
follows:

                                      TERMS

SECTION 1.              EMPLOYMENT.

                  The Company hereby employs Executive, and Executive hereby
accepts such employment and agrees to serve as the Company's President and Chief
Executive Officer, and to render services to the Company and its subsidiaries,
divisions and affiliates, during the Employment Period set forth in Section 3,
subject to the terms and conditions hereinafter set forth.

SECTION 2.              MANAGEMENT & BOARD DUTIES.

                  As President and Chief Executive Officer of the Company during
the Employment Period, Executive shall carry out such duties as are customarily
associated with the position of president and chief executive officer, which
duties shall however in all cases be subject to policies set by, and at the
direction and control of, the Company's Board of Directors (the "Board of
Directors"). The Company shall use its best efforts to have Executive nominated
and elected to the Board of Directors during the Employment Period. During the
Employment Period, Executive shall be afforded the full protection of the
indemnifications generally available to officers and directors under the
Company's by-laws.

SECTION 3.              TERM.

                  The term of Executive's employment under this Agreement (the
"Employment Period") shall commence as of October 1, 2001, and, unless sooner
terminated pursuant to Section 7 of this Agreement, shall continue until the
close of


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                                                                              72

business on September 30, 2005. This Agreement survives any termination
of the Employment Period.

SECTION 4.              EXTENT OF SERVICES.

                  During the Employment Period, Executive shall devote his full
time and attention and give his best efforts, skills and abilities exclusively
to the management and operations of the Company and its business and the
business of its subsidiaries, divisions and affiliates. Executive shall perform
his services hereunder at the Company's offices in Philadelphia, Pennsylvania
and at such other places as are required for the effective management of the
Company and its business and the business of its subsidiaries, divisions and
affiliates. During the Employment Period, Executive shall, if elected or
appointed, serve as a director of the Company and as an executive officer and/or
director of any subsidiary, division or affiliate of the Company and shall hold,
without any compensation other than that provided for in this Agreement, the
offices in the Company and in any such subsidiary, division or affiliate to
which Executive may, at any time or from time to time, be elected or appointed.
It is understood and agreed that, as of the date of this Agreement, Executive is
a member of two Boards of Directors of companies unrelated to the Company, and
that Executive shall be free to devote up to 10 days per year to participation
in the meetings and other activities of those Boards. Executive agrees to use
his best efforts to schedule such participation so as to minimize any disruption
of his duties for the Company.

SECTION 5.              COMPENSATION AND BENEFITS.

                (a) Base Salary. During the Employment Period, Executive shall
receive as compensation for his services a salary at the rate of Five Hundred
Thousand Dollars ($500,000) per annum payable in equal installments at such
intervals as the Company pays its senior executive officers generally (the "Base
Salary"). The Base Salary shall be reviewed annually by the Board of Directors
and may be increased by the Board of Directors in its absolute and sole
discretion.

                (b) Restricted Stock.

                   (1) As of the date of this Agreement, the Executive shall be
granted 15,000 restricted shares of the Company's Common Stock (the "Restricted
Stock") pursuant to the terms of the Restricted Stock Agreement attached hereto
as Exhibit A. Pursuant to Section 6 of the Restricted Stock Agreement, Executive
shall not be able to sell, transfer or otherwise benefit from any of the
Restricted Stock until such shares vest as described in Section 4 of the
Restricted Stock Agreement.

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                                                                              73

                (2) The Company will grant the Executive an additional number of
restricted shares of the Company's Common Stock, to a maximum of 25,000 shares
(the "Additional Restricted Stock") at the rate of one share of Additional
Restricted Stock for each share of the Company's Common Stock purchased by the
Executive within a 15 day period beginning on the third day following the
Company's public release of its Third Quarter 2001 Earnings Report (the
"Purchased Stock"). Such Additional Restricted Stock shall vest in accordance
with the provisions of Section 4 of the Restricted Stock Agreement, but only
while Executive retains all of the Purchased Stock. If Executive sells,
exchanges transfers, hypothecates, pledges or otherwise disposes or encumber any
of the Purchased Stock, then all remaining unvested shares of Additional
Restricted Stock granted under this subsection shall be forfeited to the Company
in accordance with Section 5 of the Restricted Stock Agreement.

               (c)  Nonqualified Stock Options. As of the date hereof, Executive
shall be granted non-qualified stock options to purchase 500,000 shares of the
Company's Common Stock pursuant to the terms of the Non-Qualified Stock Option
Agreement attached hereto as Exhibit B.

               (d) Bonus Awards.  Executive shall be eligible to receive bonus
compensation during the Employment Period.  The bonus award during Executive's
employment with the Company shall be determined as follows:

                    (i) Within a mutually agreeable time period before the
beginning of each calendar year, Executive shall submit to the Board of
Directors for its approval the Company's operational plan, including a fiscal
budget, for the next calendar year. A Committee of the Board of Directors, all
of the voting members of which shall be outside directors as defined in
regulations issued under ss.162(m) of the Internal Revenue Code of 1986, as
amended, and the Executive shall establish mutually agreed goals each year based
on the approved operational plan provided that (1) the Executive's agreement to
the goals proposed by the Committee shall not be unreasonably withheld and (2)
at the time such goals are established, it is substantially uncertain whether
they will be achieved.

                     (ii)  The goals established by the Committee shall include
a Target Goal, a Maximum Performance Goal, and such other Goals as the Committee
shall determine to be appropriate.

                     (iii) The bonus to be paid Executive upon attaining the
Target Goal for any calendar year shall be 75% of the Executive's Base Salary
for that year and the Bonus to be paid to the Executive upon attaining the
Maximum Performance Goal for any such year shall be 120% of Executive's Base
Salary for that year. An appropriately prorated portion of the Bonus payable
upon attainment of the Target Goal will be paid for any year in which the
Executive's performance does not attain the Target Goal, but attains at least
the minimum level required for



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                                                                              74

payment of a bonus under the Company's Bonus Plan for key employees as in effect
for the year in question. If the Executive's performance for such year exceeds
the Target Goal, but not the Maximum Performance Goal, the bonus payable to the
Executive shall be appropriately prorated. In determining whether the Target
Goal or the Maximum Performance Goal has been met in any year, the Committee
shall give appropriate weight, in accordance with generally accepted accounting
principles consistently applied, to the effect on those Targets, and the
Executive's ability to attain them, of strategic decisions, such as
acquisitions, divestitures or other extraordinary transactions of similar
magnitude.

                       (iv) Notwithstanding the foregoing:

                            (A) the Executive will be paid a Bonus for the year
                2001 equal to the product of $375,000 multiplied by a fraction,
                the numerator of which is the number of days during 2001 during
                which the Executive is employed by the Company under this
                Agreement and the denominator of which is 365; and

                            (B) assuming that he remains employed by the Company
                under this Agreement throughout the year 2002, the Bonus payable
                to the Executive will not be less than 22.5% of the Executive's
                Base Salary for the year 2002.

                        (v) Any of the Company's financial results that are used
to calculate bonuses under this Section 5(d) shall be taken only from the
Company's audited financial statements for the applicable year.

                        (vi) All cash bonuses payable under this Section 5(d)
shall be paid to Executive within two weeks after the delivery of audited
financial statements to the Company for the prior calendar year. No bonuses will
be paid to Executive, if Executive's employment with the Company has terminated
before the bonus has been paid, regardless of whether he would have been
entitled to a bonus based on the Company's financial results for the prior year,
unless the Company terminates Executive without Cause or the Executive
terminates for Good Reason, both as defined in Section 7. In such case, the
Executive shall be entitled to a pro-rated bonus, for the year based on the
achievement of goals, but in no event less than the bonus earned by Executive in
the immediate prior year.

                        (vii) By agreement between the Committee and the
Executive, provided that the percentages of Base Salary specified in (iii)
above, and the guaranteed bonus amounts specified in (iv) above, are maintained,
compliance with this Section 5(d) may be achieved through the Executive's
participation in the Company's Bonus Program on terms and conditions
substantially similar to those applicable to other senior executives of the
Company.


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                                                                              75

            (e) Employee Benefits. During the Employment Period, Executive
shall be entitled to participate in all employee benefit plans and programs
approved by the Board of Directors as the Company shall provide generally to
other senior executive officers of the Company from time to time, other than any
bonus plans.

                (f) All payments to Executive or his estate made pursuant to
this Agreement shall be subject to such withholding as may be required by any
applicable laws.

SECTION 6.                 EXPENSE REIMBURSEMENTS.

                (a) Housing and Relocation. Executive currently maintains a
primary residence ("Current Residence"). In connection with Executive becoming
President and Chief Executive Officer of the Company, Executive shall be
required to maintain his primary residence in the Philadelphia metropolitan area
("New Residence").

                (b) In connection with his relocation to the Philadelphia
metropolitan area, the Company will reimburse Executive for all normal moving
expenses including:

                        (i)   Air fare (at coach rates) and related travel
expenses, including those incurred in locating the New Residence;

                        (ii)  the cost of moving Executive's personal belongings
(including those of family members residing with him);

                        (iii) ordinary and necessary costs of the sale of his
Current Residence and of the purchase or rental of his New Residence. Costs in
this latter category will be "grossed up" for federal and state tax purposes,
so that the reimbursement received by the Executive is equal to those costs,
unreduced by federal or state taxes that may be imposed on such reimbursements.
For purposes of this Section 6, rental costs include all of the ordinary and
necessary costs of renting a New Residence, but do not include the rent payments
for such New Residence.

                (c) If the Executive desires to have the Company assume the
risks of ownership inherent in the sale of his current residence, he shall
notify the Company within [15] days of the date of this Agreement. Within [10]
days of receipt of such notice, the Company will contract with two independent
real estate appraisers, each familiar with the real estate market in which the
Current Residence is located, to prepare an appraisal of the fair market value
of the Current Residence. Upon receipt of those appraisals, the Company shall
notify the Executive that if he so elects, within [10] days of receipt of the
two appraisals, the Company will, or will hire a relocation firm of its choice
to, purchase the Executive's



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                                                                              76

Current Residence at a price equal to the average of those two appraisals. If
the Executive elects not to accept that purchase offer, Company shall have no
responsibility for the Current Residence, except as setforth in Section 6(b),
and the Executive shall be free to sell, lease or otherwise deal with it as he
sees fit.

                (d) [Temporary Housing Expenses - period and location/amount to
be agreed.]

                (e) During the Employment Period, the Company shall reimburse
Executive for all reasonable and itemized out-of-pocket expenses incurred by
Executive in the ordinary course of the Company's business, provided such
expenses are properly reported to the Company in accordance with its accounting
procedures.

SECTION 7.                 TERMINATION.

                (a) The Employment Period may be terminated by either the Board
on behalf of the Company or the Executive as provided in this Section 7(a). In
addition to the scheduled expiration of the Employment Period set forth in
Section 3, the Employment Period shall terminate upon the earliest to occur of
the following:

                     (i)  the Executive's death or Disability;

                     (ii) the close of business on the day which is 30 days
after delivery by the Company to Executive of written notice of the Company's
election to terminate Executive's employment hereunder, for any reason
whatsoever; or

                     (iii) the close of business on the day which is 30 days
after the date on which the Executive shall have delivered to the Company
written notice of Executive's election to terminate Executive's employment
hereunder.

                (b) For purposes of this Agreement, "Disability" shall have the
same meaning as "Total Disability" under the CDI Corporation Long Term
Disability Benefits Program, or such other comparable program as may then be in
effect that provides long term disability coverage to the Company's management
employees.

                (c) For purposes of this Agreement, "Cause" means any one or
more of the following bases for termination of Executive's employment with the
Company:

                       (i)  Executive's commission of a felony or other crime
involving moral turpitude;

                       (ii) Executive's refusal to perform such services as may
be reasonably delegated or assigned to Executive, consistent with his position,
by the Board of Directors; provided, however, that a termination under this
Section 7(c)(ii)


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                                                                              77

shall not be for Cause unless the Company provides written
notice to Executive of its intention to terminate Executive for Cause under this
Section 7(c)(ii), and Executive fails, to the reasonable satisfaction of the
Company, to cure the defects stated in such written notice within ten days after
the notice was given to Executive;

                        (iii) Executive's willful misconduct or gross negligence
in connection with the performance of his duties under this Agreement that
materially adversely affects Executive's ability to perform his duties for the
Company or materially adversely affects the Company;

                        (iv)  Executive's material breach of any of the terms or
conditions of this Agreement;

                (d) Following any termination of Executive's employment
hereunder, all obligations of the Company under this Agreement shall terminate
except (i) any obligations with respect to the payment of accrued and unpaid
salary or expense reimbursements under Sections 5 or 6 or severance specifically
provided under this Section 7 hereof through the date of Executive's termination
of employment
hereunder.

                (e) In the event of any termination of Executive's employment by
the Company other than for Cause or by Executive for Good Reason, as hereinafter
defined, the Company shall continue to pay Executive his Base Salary or, upon
the Executive's obtaining other employment, 50% of that Base Salary in the same
intervals and amounts that were in effect immediately prior to termination,
until the earlier of the date on which this Agreement is scheduled to terminate
under Section 3 or the expiration of the Severance Period, as defined below. The
"Severance Period" shall initially be 30 months, this period shall be reduced by
1/2 month for each month the Executive is employed under this Agreement. During
the Severance Period, the Company shall continue to pay for medical benefit
plans and programs for Executive comparable to those in which Executive
participated and for which the Company paid immediately prior to Executive's
termination (except to the extent Executive receives comparable benefits from
another employer). Notwithstanding the above, no amounts shall be paid or become
payable to Executive during the Severance Period until Executive has executed a
valid release and waiver of all claims and potential claims against the Company
and other related parties in a form that is reasonably satisfactory to the
Company, and any required waiting period under such release and waiver has
expired and Executive has not revoked the release during such waiting period.
The Executive agrees that he will notify the Company within [5] days of
obtaining subsequent employment during the Severance Period.

                        (i) "Good Reason" exists if the Executive voluntarily
terminates employment with the Company, including following a Change in


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                                                                              78

Control, as hereinafter defined, because (A) Executive is assigned duties that
are demeaning or otherwise materially inconsistent with the position and duties
described in Section 2 hereof, (B) Executive's place of employment with the
Company is moved outside the Philadelphia metropolitan area or, following a
Change in Control (C) Executive's title is changed or (D) Executive's principal
place of employment is relocated by more than 50 miles. Before the Executive
terminates for Good Reason, he must notify the Company in writing of his
intention to terminate and the Company shall have 15 days after receiving such
written notice to remedy the situation, if possible.

                        (ii) "Change in Control" shall mean a change in control
of a nature that would be required to be reported in response to Item 1 of Form
8-K promulgated under the Securities Exchange Act of 1934, as amended (the
"Act"), provided, that, without limitation, such a change in control shall be
deemed to have occurred if any "person" (as such term is used in Sections 13(d)
and 14(d) of the Act), other than (1) the Company, (2) any "person" who on the
date hereof is a director or officer of the Company, (3) any "person" who on the
date hereof is the beneficial owner of 5% or more of the voting power of the
Company's outstanding securities or an affiliate of any such person or (4) a
trust established under an employee benefit plan for employees of the Company of
its subsidiaries, is or becomes the "beneficial owner," (as defined in Rule
13d-3 under the Act), directly or indirectly, of securities of the Company
representing more than 50% of the combined voting power of the Company's then
outstanding securities.

                        (iii) Any termination by the Company or by Executive of
Executive's employment hereunder shall be communicated by written notice.

                (f) Except as provided in (g) below, any severance compensation
granted in this Section 7 shall be the sole and exclusive compensation or
benefit due to Executive upon termination of Executive's employment.

                (g) If Executive's employment is terminated by the Company for
any reason other than Cause, or by the Executive for Good Reason, following a
Change in Control then, in addition to any other benefits, including pursuant to
option agreements and employee benefit plans, to which Executive may be entitled
following such a Change in Control, the Executive shall be entitled to, in lieu
of payments under Section 7(e), the maximum amount of additional cash
compensation that can be paid to the Executive without the imposition on such
payments of any excise tax under section 4999 of the Code or any loss of
deduction by the Company under section 280G of the Code taking into account in
such calculation the accelerated vesting of Restricted Stock and Stock Options,
provided under Exhibits A and B. If it shall be finally determined that payments
in excess of those limits have been made to the Executive, such payments shall
be considered to have been a loan to the Executive by the Company and shall be
repaid, with



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interest at the short term annual rate established under section 1274 of the
code, upon demand by the Company.

SECTION 8.        REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS OF EXECUTIVE.

                (a) Executive represents and warrants that his experience and
capabilities are such that the provisions of Section 9 will not prevent him from
earning his livelihood, and acknowledges that it would cause the Company serious
and irreparable injury and cost if Executive were to use his ability and
knowledge in competition with the Company or to otherwise breach the obligations
contained in Section 9.

                (b) Executive acknowledges that (i) during the term of
Executive's employment with the Company, Executive will continue to have access
to Confidential Information; (ii) such Confidential Information is proprietary,
material and important to the Company and its non-disclosure is essential to the
effective and successful conduct of the Company's business; (iii) the Company's
business, its customers' business and the businesses of other companies with
which the Company may have commercial relationships could be damaged by the
unauthorized use or disclosure of this Confidential Information; and (iv) it is
essential to the protection of the Company's goodwill and to the maintenance of
the Company's competitive position that the Confidential Information be kept
secret, and that Executive not disclose the Confidential Information to others
or use the Confidential Information to Executive's advantage or the advantage of
others.

                (c) Executive acknowledges that as the Company's Chief Executive
Officer and President, Executive will be put in a position of trust and
confidence and have access to Confidential Information, will supervise the
operations and employees of the Company, will continue to be in contact with
customers and prospective customers, will participate in the preparation and
submission of bids and proposals to customers and prospective customers, and
will be responsible for the formulation and implementation of the Company's
strategic plans.

                (d) Executive acknowledges that as the Company's Chief
Executive, it is essential for the Company's protection that Executive be
restrained following the termination of Executive's employment with the Company
from soliciting or inducing any of the Company's officers and management
employees to leave the Company's employ, hiring or attempting to hire any of the
Company's officers or management employees, soliciting the Company's customers
and suppliers for a competitive purpose, and competing against the Company for
a reasonable period of time.

                (e) Executive represents and warrants that Executive is not
bound by any other agreement, written or oral, which would preclude Executive
from



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                                                                              80

fulfilling all the obligations, duties and covenants in this Agreement.
Executive also represents and warrants that Executive will not use, in
connection with his employment under this Agreement, any materials which may be
construed to be confidential to a prior employer or other persons or entities.
In the event of a breach of this Section 8 which results in damage to the
Company, Executive will indemnify and hold the Company harmless with respect to
such damage. References in this Section 8 to the Company shall include the
Company, its subsidiaries, divisions and affiliates.

SECTION 9.                 EXECUTIVE'S COVENANTS AND AGREEMENTS.
                           --------------------------------------

                (a) Executive agrees to maintain full and complete records of
all transactions and of all services performed by Executive on behalf of the
Company and to submit this information to the Company in the manner and at the
times that the Company may, from time to time, direct.

                (b) Executive agrees to devote Executive's entire productive
time, ability and attention to the Company's business during the term of this
Agreement. Executive further agrees not to, directly or indirectly, render any
services of a business, commercial or professional nature to any other person or
organization, whether for compensation or otherwise, without the Company's prior
written consent.

                (c) Executive agrees to abide by and comply with all personnel
and company practices and policies applicable to Executive.

                (d) Executive shall promptly and completely disclose to the
Company and the Company or its customers will own all rights, title and interest
to any Inventions made, recorded, written, first reduced to practice,
discovered, developed, conceived, authored or obtained by Executive, alone or
jointly with others, during the term of Executive's employment with the Company
(whether or not such Inventions are made, recorded, written, first reduced to
practice, discovered, developed, conceived, authored or obtained during working
hours) and for one year after termination of Executive's employment with the
Company. Executive agrees to take all such action during the term of Executive's
employment with the Company or at any time thereafter as may be necessary,
desirable or convenient to assist the Company or its customers in securing
patents, copyright registrations, or other proprietary rights in such Inventions
and in defending and enforcing the Company's or such customer's rights to such
Inventions, including without limitation the execution and delivery of any
instruments of assignments or transfer, affidavits, and other documents, as the
Company or its customers may request from time to time to confirm the Company's
or its customers' ownership of the Inventions. Executive represents and warrants
that as of the date hereof there are no works, software, inventions, discoveries
or improvements (other than those


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                                                                              81

included in a copyright or patent of application therefor) which were recorded,
written, conceived, invented, made or discovered by Executive before entering
into this Agreement and which Executive desires to be removed from the
provisions of this Agreement.

                (e) For purposes of this Agreement, "Inventions" means concepts,
developments, innovations, inventions, information, techniques, ideas,
discoveries, designs, processes, procedures, improvements, enhancements,
modifications (whether or not patentable), including, but not limited to, those
relating to hardware, software, languages, models, algorithms and other computer
system components, and writings, manuals, diagrams, drawings, data, computer
programs, compilations and pictorial representations and other works (whether or
not copyrightable). Inventions does not include those which are made, developed,
conceived, authored or obtained by Executive without the use of the Company's
resources and which do not relate to any of the Company's past, present or
prospective activities.

                (f) During and after the term of Executive's employment with the
Company, Executive will hold all of the Confidential Information in the
strictest confidence and will not use any Confidential Information for any
purpose and will not publish, disseminate, disclose or otherwise make any
Confidential Information available to any third party, except as may be required
in connection with the performance of Executive's duties hereunder.

                (g) For purposes of this Agreement, "Confidential Information"
means all information, data, know-how, systems and procedures of a technical,
sensitive or confidential nature in any form relating to the Company or its
customers, including without limitation about Inventions, all business and
marketing plans, marketing and financial information, pricing, profit margin,
cost and sales information, operations information, forms, contracts, bids,
agreements, legal matters, unpublished written materials, names and addresses
of customers and prospective customers, systems for recruitment, contractual
arrangements, market research data, information about employees, suppliers and
other companies with which the Company has a commercial relationship, plans,
methods, concepts, computer programs or software in various stages of
development, passwords, source code listings and object code.

                (h) All files, records, reports, programs, manuals, notes,
sketches, drawings, diagrams, prototypes, memoranda, tapes, discs, and other
documentation, records and materials in any form that in any way incorporate,
embody or reflect any Confidential Information or Inventions will belong
exclusively to the Company and its customers and Executive will not remove from
the Company's or its customers' premises any such items under any circumstances
without the prior written consent of the party owning such item. Executive will
deliver to the Company all copies of such materials in Executive's control upon
the Company's


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                                                                              82

request or upon termination of Executive's employment with the Company and,
if requested by the Company, will state in writing that all such materials
were returned.

                (i) For (1) the period during which the Executive is entitled to
severance payments under Section 7, other than Section 7(g), if the Executive's
employment is terminated by the Company other than for Cause, or (2) for a
period which extends to the later of two years immediately following Executive's
termination or the date of which the Employment Period was scheduled to expire,
if Executive's employment is terminated by the Executive for any reason,
including resignation by Executive or by the Company, with Cause, Executive
agrees not to:

                        (i) own, manage, operate, finance, join, control, or
participate in the ownership, management, operation, financing or control of, or
be connected, directly or indirectly, as proprietor, partner, shareholder,
director, officer, executive, employee, agent, creditor, consultant, independent
contractor, joint venturer, investor, representative, trustee or in any other
capacity or manner whatsoever with, any entity that engages or intends to engage
in any Competing Business anywhere in the world. "Competing Business" means any
business or other enterprise which engages in the staffing business; and

                        (ii) directly or indirectly, solicit, interfere with or
attempt to entice away from the Company, any officer or management employees of
the Company or anyone who was one of the Company's officers or management
employees within 12 months prior to such contact, solicitation, interference or
enticement; and

                        (iii) contact, solicit, interfere with or attempt to
entice away from the Company, any customer on behalf of a Competing Business.

References in this Section 9 to the Company shall include the Company, its
subsidiaries, divisions and affiliates.

SECTION 10.                REMEDIES.

                  Executive acknowledges that his promised services hereunder
are of a special, unique, unusual, extraordinary and intellectual character,
which give them peculiar value the loss of which cannot be reasonably or
adequately compensated in an action of law, and that, in the event there is a
breach hereof by Executive, the Company will suffer irreparable harm, the amount
of which will be impossible to ascertain. Accordingly, the Company shall be
entitled, if it so elects, to institute and prosecute proceedings in any court
of competent jurisdiction, either at law or in equity, to obtain damages for any
breach or to enforce specific performance of the provisions or to enjoin
Executive from committing any act in breach of this Agreement. The remedies
granted to the Company in this Agreement are cumulative and are in addition to
remedies otherwise available to the Company



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                                                                              83

at law or in equity. If the Company
is obliged to resort to the courts for the enforcement of any of the covenants
of Executive contained in Section 9 hereof, each such covenant shall be extended
for a period of time equal to the period of such breach, if any, which extension
shall commence on the later of (i) the date on which the original (unextended)
term of such covenant is scheduled to terminate or (ii) the date of the final
court order (without further right of appeal) enforcing such covenant.

SECTION 11.                WAIVER OF BREACH.

                  The waiver by the Company of a breach of any provision of this
Agreement by Executive shall not operate or be construed as a waiver of any
other or subsequent breach by Executive of such or any other provision. No delay
or omission by the Company or Executive in exercising any right, remedy or power
hereunder or existing at law or in equity shall be construed as a waiver
thereof, and any such right, remedy or power may be exercised by the Company or
Executive from time to time and as often as may be deemed expedient or necessary
by the Company or Executive in its or his sole discretion.

SECTION 12.                NOTICES.

                  All notices required or permitted hereunder shall be made in
writing by hand-delivery, certified or registered first-class mail, or air
courier guaranteeing overnight delivery to the other party at the following
addresses:

                  To the Company:

                  CDI Corp.
                  3500 Bell Atlantic Tower
                  1717 Arch Street
                  Philadelphia, PA 19103
                  Attention: Board of Directors

                  with a required copy to:

                  CDI Corp.
                  3500 Bell Atlantic Tower
                  1717 Arch Street
                  Philadelphia, PA 19103
                  Attention: General Counsel

                  To Executive:

                  Roger H. Ballou
<PAGE>

                                                                              84

or to such other address as either of such parties may designate in a written
notice served upon the other party in the manner provided herein. All notices
required or permitted hereunder shall be deemed duly given and received when
delivered by hand, if personally delivered; on the third day next succeeding the
date of mailing if sent by certified or registered first-class mail; and on the
next business day, if timely delivered to an air courier guaranteeing overnight
delivery.

SECTION 13.                SEVERABILITY.

                  If any term or provision of this Agreement or the application
thereof to any person or circumstance shall, to any extent, be held invalid or
unenforceable by a court of competent jurisdiction, the remainder of this
Agreement or the application of any such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby, and each term and provision of this Agreement
shall be valid and enforceable to the fullest extent permitted by law. If any of
the provisions contained in this Agreement shall for any reason be held to be
excessively broad as to duration, scope, activity or subject, it shall be
construed by limiting and reducing it, so as to be valid and enforceable to the
extent compatible with the applicable law or the determination by a court of
competent jurisdiction.

SECTION 14.                GOVERNING LAW; EXCLUSIVE CHOICE OF FORUM.

                  The implementation and interpretation of this Agreement shall
be governed by and enforced in accordance with the laws of the Commonwealth of
Pennsylvania without giving effect to the conflicts of law provisions thereof.
The parties hereby submit to the exclusive jurisdiction of, and waive any venue
objections against, the United States District Court for the Eastern District of
Pennsylvania and the state and local courts of the Commonwealth of Pennsylvania,
Philadelphia County, for any litigation arising out of this Agreement.

SECTION 15.                BINDING EFFECT AND ASSIGNABILITY.

                  The rights and obligations of both parties under this
Agreement shall inure to the benefit of and shall be binding upon their heirs,
successors and assigns. Executive's rights under this Agreement shall not, in
any voluntary or involuntary manner, be assignable and may not be pledged or
hypothecated without the prior written consent of the Company.



<PAGE>
                                                                              85

SECTION 16.                COUNTERPARTS; SECTION HEADINGS.

                  This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument. The section headings of this Agreement
are for convenience of reference only.

SECTION 17.                SURVIVAL.

                  Notwithstanding the termination of this Agreement or
Executive's employment hereunder for any reason, Sections 8, 9, 10, 13, 14 and
17 hereof shall survive any such termination.

SECTION 18.                ENTIRE AGREEMENT.

                  This instrument constitutes the entire agreement with respect
to the subject matter hereof between the parties hereto and, except as specified
herein, replaces and supersedes as of the date hereof any and all prior oral or
written agreements and understandings between the parties hereto. This Agreement
may only be modified by an agreement in writing executed by both Executive and
the Company.



<PAGE>
                                                                              86



SECTION 19.                COUNSEL.

                  Executive acknowledges that he has been advised to consult
with counsel concerning this Agreement, has had ample opportunity to consult
with counsel of his own selection and has so consulted to the extent Executive
determined to be necessary or appropriate.

                  IN WITNESS WHEREOF, the undersigned have executed this
Agreement this 1st day of October, 2001 effective as of the date and year first
written above.

                                    COMPANY:

                                    CDI CORP.


                                    By:/s/ Walter R. Garrison
                                       ----------------------
                                       Walter R. Garrison,
                                       Chairman of the Board

                                    EXECUTIVE:


                                       /s/ Roger H. Ballou
                                       -----------------------
                                       Roger H. Ballou




<PAGE>

                                                                              87

                                       A-4

                                   (EXHIBIT A)

                                    CDI CORP.

                           RESTRICTED STOCK AGREEMENT

                  This RESTRICTED STOCK AGREEMENT (the "Agreement") is entered
into as of this 1st day of October, 2001 between CDI Corp., a Pennsylvania
corporation (the "Company"), and Roger H. Ballou ("Executive").

SECTION 1.                 GRANT OF RESTRICTED STOCK.

                  The Company hereby grants to Executive 15,000 shares of the
Company's common stock par value $.10 per share plus the Additional Restricted
Stock awarded pursuant to Section 5(b)(2) of the Employment Agreement between
the Company and the Executive dated October 1, 2001 (the "Employment
Agreement"), subject to restrictions set forth herein. The Company, following
the execution of this Agreement, will issue or transfer 15,000 shares of the
Company's common stock ("Stock") plus the Additional Restricted Stock to
Executive. The Stock shall consist of 4 certificates of 3,750 shares each and 4
certificates each representing 25%, adjusted so that no certificate represents
any fractional share, of the Additional Restricted Stock registered in
Executive's name (the "Certificates"), subject to the restrictions set forth
herein.

SECTION 2.                 CUSTODY OF STOCK.

                  The Company will deliver the Certificates to the Secretary of
the Company ("Secretary"), to be held in escrow in accordance with the terms of
this Agreement. Simultaneously with the delivery of the Certificates, Executive
will sign and deliver to the Secretary an undated stock power with respect to
each of the Certificates, authorizing the Secretary to transfer title to each
Certificate to the Company, in the event that Executive forfeits all or a
portion of the Stock in accordance with the terms of this Agreement.

SECTION 3.                 RIGHTS TO VOTE STOCK.

                  Executive will be considered a shareholder with respect to the
escrowed Stock and will have all corresponding rights, including the right to
vote the Stock and to receive all dividends and other distributions with respect
to the Stock, except that Executive will have no right to sell, exchange,
transfer, pledge, hypothecate or otherwise dispose of any escrowed Stock, and
Executive's rights in the escrowed Stock will be subject to forfeiture as
provided in Section 5 of this Agreement.

<PAGE>
                                                                              88

SECTION 4.                 VESTING OF RESTRICTED STOCK.

(a) Executive will vest, if at all, in all grants of Restricted shares of Stock
at the rate of 25% per year on the anniversary date of the original grant. If
Executive is terminated as a result of Executive's death or Disability,
Executive shall continue to vest in the Restricted Stock and the Additional
Restricted Stock for the duration of the Severance Period, as such term is
defined in the Employment Agreement. If Executive's employment with the Company
terminates for any other reason than as specified in the immediately preceding
sentence, none of the unvested Restricted Stock shall ever vest and such shares
shall be forfeited to the Company as of the date that Executive's employment
with the Company terminates. For all shares of Stock in which Executive becomes
vested, the escrow will terminate and the Secretary will deliver the stock
certificates to Executive as soon as practicable after such shares vest.

(b) Acceleration of Vesting - Notwithstanding the above, if the Executive's
employment is terminated by the Company without Cause or by the Executive for
Good Reason, as such terms are defined in the Employment Agreement or upon a
Change in Control (as defined in the Employment Agreement), the vesting schedule
of all shares of Restricted Stock that would vest within the next year shall be
accelerated and all such shares will immediately vest.

SECTION 5.                 FORFEITURE OF STOCK.

(a) Executive shall forfeit all remaining escrowed Stock upon the termination of
his service as an employee of the Company for any reason other than (1)
termination of his service by the Company without Cause or (2) a termination by
the Executive for Good Reason, both as defined in the Employment Agreement, or
upon any attempt by Executive to sell, exchange, transfer, pledge, hypothecate
or otherwise dispose or encumber any of the escrowed Stock.

(b) Executive shall also forfeit any shares of escrowed Additional Restricted
Stock subject to vesting under Section 5(b)(2) of the Employment Agreement, if
Executive sells or disposes of any Purchased Stock. Title to all forfeited
shares of Stock shall be transferred back to the Company as soon as reasonably
practicable after they are forfeited.

SECTION 6.                 RESTRICTION ON TRANSFER RIGHTS OF SHARES.

                  Whenever shares of Stock vest under this Agreement or the
Employment Agreement, one-half of those shares of Stock may not be sold or
transferred until the second anniversary of their respective vesting date, and
the other half may be sold or transferred at any time on or after their
respective vesting date. With respect to any shares of Stock the sale or
transfer of which is restricted


<PAGE>
                                                                              89

under this Section 6, Executive may not engage in any transaction designed to
provide him with substantially the same economic benefit of a sale of any shares
of Stock so restricted, such as a short sale or a sale of a put option.
Certificates representing any shares of Stock so restricted will be inscribed
with an appropriate legend prohibiting such transfer. Notwithstanding the
foregoing, the restrictions on transfer of this Section 6 shall not apply in the
event of a Change in Control, as defined in the Employment Agreement; in such
event the Executive shall have the right to dispose of any vested shares of
Stock without regard to this Section 6.

SECTION 7.                 COMPLIANCE WITH LAWS.

                  All shares of Stock issued to Executive or his personal
representative shall be transferred in accordance with all applicable laws,
regulations or listing requirements of any national securities exchange, and the
Company may take all actions necessary or appropriate to comply with such
requirements including, without limitation, withholding federal income and other
taxes with respect to such Stock; restricting (by legend or otherwise) such
Stock as shall be necessary or appropriate, in the opinion of counsel for the
Company, to comply with applicable federal and state securities laws, including
Rule 16b-3 (or any similar rule) of the Securities and Exchange Commission,
which restrictions shall continue to apply after the delivery of certificates
for the Stock to Executive or his personal representative; and postponing the
issuance or delivery of any Stock. Notwithstanding any provision in this
Agreement to the contrary, the Company shall not be obligated to issue or
deliver any Stock if such action violates any provision of any law or regulation
of any governmental authority or any national securities exchange. If by reason
of any such law or regulation, it appears substantially unlikely that Stock to
which the Executive is entitled hereunder will not be issuable within the
reasonably foreseeable future, for reasons other than conduct on the part of the
Executive that would constitute Cause, as defined in the Employment Agreement
for termination of the Executive's employment, the Company and the Executive
will negotiate in good faith an alternate method to deliver equivalent value,
determined when such Stock would otherwise have been delivered, to the
Executive.

SECTION 8.                 AGREEMENT NOT TO AFFECT RELATIONSHIP WITH COMPANY.

                  This Agreement shall not confer upon Executive any right to
continue in the employ or service of the Company.


<PAGE>
                                                                              90

SECTION 9.                 ADJUSTMENT FOR CAPITAL CHANGES.

                  The number of shares of Stock subject to this Agreement shall
be appropriately adjusted in the event of a stock split, stock dividend,
recapitalization, or other capital change of the Company.

SECTION 10.                INTERPRETATION.

                  The Company shall have the sole power to interpret this
Agreement and to resolve any disputes arising hereunder.

                  IN WITNESS WHEREOF, the undersigned have executed this
Agreement the date and year first written above.

                                    Company:

                                    CDI CORP.


                                    By:
                                    ------------------------
                                    Walter R. Garrison,
                                    Chairman of the Board



                                   EXECUTIVE:



                                   --------------------------
                                   Roger H. Ballou





<PAGE>

                                                                              91

                                       B-8



                                   (EXHIBIT B)

                                    CDI CORP.

                      NON-QUALIFIED STOCK OPTION AGREEMENT

SECTION 1.                 GRANT OF OPTION.

                  The CDI Corp. Board of Directors' Stock Option Committee,
pursuant to the authority granted to it under the CDI Corp. 1998 Non-Qualified
Stock Option Plan, as amended (the "Plan") hereby grants to Roger H. Ballou (the
"Optionee") an option (the "Option" when reference is made to the right to
purchase some or all of the Shares) to purchase 500,000 shares of CDI Corp.
common stock (the "Shares" when reference is made to all or a portion of the
shares subject to the Option), according to the terms and conditions set forth
herein and in the Plan.

SECTION 2.         OTHER DEFINITIONS.

            (a)  "Board" means the board of directors of the Company.

            (b)  "Cause" means termination of Optionee's employment with the
Company resulting from any one or more of the following events:

                (i)   Optionee's commission of a felony or other crime involving
moral turpitude;

                (ii)  Optionee's refusal to perform such services as may be
reasonably delegated or assigned to Optionee, consistent with his position,
by the Board of Directors; provided, however, that a termination under this
Section 2(b)(ii) shall not be for Cause unless the Company provides written
notice to Optionee of its intention to terminate Optionee for Cause under this
Section 2(b)(ii), and Optionee fails, to the reasonable satisfaction of the
Company, to cure the defects stated in such written notice within ten days after
the notice was given to Optionee;

                (iii) Optionee's willful misconduct or gross negligence in
connection with the performance of his duties under his Employment Agreement
with the Company dated October 1, 2001 (the "Employment Agreement") that
materially adversely affects Optionee's ability to perform his duties for the
Company or materially adversely affects the Company;

                (iv)  Optionee's material breach of any of the terms or
conditions of the Employment Agreement;


<PAGE>
                                                                              92

                (v)   receipt of notice from Optionee of Optionee's intention to
terminate his employment with the Company other than for Good Reason; or

                (vi) receipt of reliable information from another source of
Optionee's intention to terminate his employment with the Company other than for
Good Reason, unless Optionee delivers a written statement to Company providing
that he does not intend to terminate his employment with the Company as long as
such statement is delivered to the Company no later than 48 hours after the
Company has asked Optionee whether its information regarding his intended
termination is accurate.

                (c) "Change in Control" shall mean a change in control of a
nature that would be required to be reported in response to Item 1 of Form 8-K
promulgated under the Securities Exchange Act of 1934, as amended (the "Act"),
provided, that, without limitation, such a change in control shall be deemed to
have occurred if any "person" (as such term is used in Sections 13(d) and 14(d)
of the Act), other than (1) the Company, (2) any "person" who on the date hereof
is a director or officer of the Company, (3) any "person" who on the date hereof
is the beneficial owner of 5% or more of the voting power of the Company's
outstanding securities or an affiliate of any such person or (4) a trust
established under an employee benefit plan for employees of the Company of its
subsidiaries, is or becomes the "beneficial owner," (as defined in Rule 13d-3
under the Act), directly or indirectly, of securities of the Company
representing more than 50% of the combined voting power of the Company's then
outstanding securities.

                (d) "Committee" means the Compensation Committee of the Board.

                (e) "Company" means CDI Corp.

                (f) "Date of Exercise" means the date on which the written
notice required by Section 8 below is received by the Treasurer of the Company.

                (g) "Date of Grant" means October 1, 2001, the date on which the
Option is awarded pursuant to the Plan and this Agreement.

                (h) "Disability" shall have the same meaning as "Total
Disability" under the CDI Corporation Long Term Disability Benefits Program, or
such other comparable program as may then be in effect that provides long term
disability coverage to the Company's management employees.

                (i) "Fair Market Value" of a share of Stock means the closing
price of actual sales of shares on the New York Stock Exchange on a given date
or, if there are no such sales on such date, the closing price of the shares of
Stock on such exchange on the last date on which there was a sale, in either
case as reported on the New York Stock Exchange consolidated transaction
reporting system.

<PAGE>

                                                                             93
                (j) "Good Reason" exists if the Optionee voluntarily terminates
employment with the Company, including following a Change in Control because
(i) the Optionee is assigned duties that are demeaning or otherwise materially
inconsistent with the duties currently performed by the Optionee, (ii) the
Optionee's place of employment with the Company is moved outside the
Philadelphia metropolitan area or, following a Change in Control (iii)
Executive's title is changed, or (iv) Executive's principal place of employment
is relocated by more than 50 miles. Before the Optionee terminates for Good
Reason, he must notify the Company in writing of his intention to terminate and
the Company shall have 15 days after receiving such written notice to remedy the
situation, if possible.

                (k) "Option Price" means $16.05, representing the Fair Market
Value of a share of Stock on the last trading date immediately preceding the
Date of Grant.

                (l) "Stock" means the Company's common stock, par value $.10 per
share.

                (m) "Termination Date" means the earliest of:

                        (i) the date on which Optionee's employment with the
Company terminates if such termination is by the Company for Cause or by
Optionee without Good Reason;

                        (ii) in the event of termination of Optionee's
employment by the Company without Cause or by Optionee for Good Reason, the date
two weeks after the date of such termination;

                        (iii)in the event of the death or Disability of the
Optionee, the date six months after the date of the Optionee's death or
Disability; or

                        (iv) 12:00 a.m. October 1, 2011.

SECTION 3.                 TIME OF EXERCISE.

                  No Option shall be exercisable with respect to any Shares
unless the Option has vested with respect to such Shares in accordance with
Section 4, 5 or 6 hereof. If vested, the Option may be exercised at any time
after vesting until the Termination Date in whole or in part.

SECTION 4.                 TIME VESTING OPTION

                  To the extent of 100,000 shares of Stock (the "Time Vesting
Option"), subject to the accelerated vesting provisions of Section 6, the Option
will vest as follows:

<PAGE>

                                                                             94

                (a)  With respect to 25,000 Shares, the Option will vest on the
first anniversary of the Date of Grant;

                (b)  With respect to an additional 25,000 Shares, the Option
will vest on the second anniversary of the Date of Grant; and

                (c)  With respect to an additional 25,000 shares, the Option
will vest on the third anniversary of the Date of Grant.

                (d)  With respect to the final 25,000 shares, the Option will
vest on the fourth anniversary of the Date of Grant.

Notwithstanding the above, no portion of the Option will vest on or after the
Termination Date, except as provided in Section 6 below.

SECTION 5.                 TARGET PRICE OPTION.

                  To the extent of 400,000 shares of Stock (the "Target Price
Option"), subject to the accelerated vesting provisions of Section 6, the Option
will vest as follows:

                (a) With respect to 50,000 Shares, the Option will become vested
upon the earlier of (1) the first date that the closing price of the Stock on
the New York Stock Exchange (or if the Stock ceases to be traded on the New York
Stock Exchange, on the relevant exchange) has closed at $30 for any 60 days over
a continuous six (6) month period or (2) September 30, 2008.

                (b) With respect to 50,000 Shares, the Option will become vested
upon the earlier of (1) the first date that the closing price of the Stock on
the New York Stock Exchange (or if the Stock ceases to be traded on the New York
Stock Exchange, on the relevant exchange) has closed at $35 for any 60 days over
a continuous six (6) month period or (2) September 30, 2008.

                (c) With respect to 50,000 Shares, the Option will become vested
upon the earlier of (1) the first date that the closing price of the Stock on
the New York Stock Exchange (or if the Stock ceases to be traded on the New York
Stock Exchange, on the relevant exchange) has closed at $40 for any 60 days over
a continuous six (6) month period or (2) September 30, 2008.

                (d) With respect to 50,000 Shares, the Option will become vested
upon the earlier of (1) the first date that the closing price of the Stock on
the New York Stock Exchange (or if the Stock ceases to be traded on the New York
Stock Exchange, on the relevant exchange) has closed at $45 for any 60 days over
a continuous six (6) month period or (2) September 30, 2008.


<PAGE>
                                                                              95

                (e) With respect to 50,000 Shares, the Option will become vested
upon the earlier of (1) the first date that the closing price of the Stock on
the New York Stock Exchange (or if the Stock ceases to be traded on the New York
Stock Exchange, on the relevant exchange) has closed at $50 for any 60 days over
a continuous six (6) month period or (2) September 30, 2008.

                (f) With respect to 50,000 Shares, the Option will become vested
upon the earlier of (1) the first date that the closing price of the Stock on
the New York Stock Exchange (or if the Stock ceases to be traded on the New York
Stock Exchange, on the relevant exchange) has closed at $55 for any 60 days over
a continuous six (6) month period or (2) September 30, 2008.

                (g) With respect to 50,000 Shares, the Option will become vested
upon the earlier of (1) the first date that the closing price of the Stock on
the New York Stock Exchange (or if the Stock ceases to be traded on the New York
Stock Exchange, on the relevant exchange) has closed at $60 for any 60 days over
a continuous six (6) month period or (2) September 30, 2008.

                (h) With respect to 50,000 Shares, the Option will become vested
upon the earlier of (1) the first date that the closing price of the Stock on
the New York Stock Exchange (or if the Stock ceases to be traded on the New York
Stock Exchange, on the relevant exchange) has closed at $65 for any 60 days over
a continuous six (6) month period or (2) September 30, 2008.

Notwithstanding the above, no portion of the Option will vest on or after the
Termination Date, except as provided in Section 6 below.

SECTION 6.                 ACCELERATED VESTING.

                (a) In addition to the vesting provisions above, the Time
Vesting Option shall be accelerated by one year following a Change in Control of
the Company, or termination of the Optionee's employment by the Company without
Cause or by the Optionee for Good Reason.

                (b) Further, upon a Change in Control, the price conditions on
exercise set out in Sections 5(a) through 5(h) will be deemed to have been
satisfied to the extent that the price at which the securities, the purchase of
which gave rise to that Change in Control, were purchased (or if more than one
purchase occurred, the most recent such price) is equal to or greater than the
price condition established by Sections 5(a) through 5(h).

<PAGE>
                                                                              96

SECTION 7.                 ADDITIONAL OPTIONS

                  Executive will receive no additional option awards for the
period ending two years from the date of the Employment Agreement. In the third
year, and for years thereafter, normal option grants may be issued to Executive
as determined by the Board of Directors.

SECTION 8.                 PAYMENT FOR SHARES BY THE OPTIONEE.

                  Full payment for Shares purchased upon the exercise of the
Option shall be made by check or bank draft or by any other method allowed by
the Plan, on the terms and conditions specified in the Plan.

SECTION 9.                 NONTRANSFERABILITY OF OPTION.

                  The Option may not be transferred, in whole or in part, except
by will or the applicable laws of descent and distribution. The Option may not
be exercised by any person other than the Optionee or, in the case of the
Optionee's death, by the person to whom the Optionee's rights have passed by
will or by the applicable laws of descent and distribution.

SECTION 10.                MANNER OF EXERCISE.

                  The Option shall be exercised by giving written notice of
exercise to the Company's Treasurer, at 1717 Arch St., 35th Floor, Philadelphia,
Pennsylvania 19103-2768. Such notice must state the number of Shares as to which
the Option is exercised. Each such notice shall be irrevocable once given.
Notice of exercise must be accompanied by full payment in accordance with
Section 8.

SECTION 11.                SECURITIES LAWS.

                  The Committee may from time to time impose any conditions on
the exercise of the Option as it deems necessary or advisable to ensure that all
options granted under the Plan, and the exercise thereof, satisfy Rule 16b-3 (or
any similar rule) of the Securities and Exchange Commission. Such conditions may
include, without limitation, the partial or complete suspension of the right to
exercise the Option.

SECTION 12.                ISSUANCE OF CERTIFICATES; PAYMENT OF TAXES.

                (a) The Option can only be exercised as to whole shares of
Stock. Upon exercise


<PAGE>
                                                                              97

of the Option and payment of the Option Price, a certificate for the number of
shares of Stock purchased through the exercise will be issued and delivered by
the Company to the Optionee, provided that unless otherwise satisfied by the
method of payment determined under the Plan and Section 8, the Optionee has
remitted to the Company an amount, determined by the Company, sufficient to
satisfy the applicable requirements to withhold federal, state, and local taxes,
or made other arrangements with the Company for the satisfaction of such
withholding requirements.

                (b) Subject to the provisions of Section 11 above, the Company
may also condition delivery of certificates for shares of Stock upon the prior
receipt from the Optionee of any undertakings that it determines are required to
ensure that the certificates are being issued in compliance with federal and
state securities laws.

SECTION 13.                RIGHTS PRIOR TO ISSUANCE OF CERTIFICATES.

                  Neither the Optionee nor the person to whom the Optionee's
rights shall have passed by will or by the laws of descent and distribution
shall have any of the rights of a shareholder with respect to any shares of
Stock issuable upon exercise of the Option until the date of issuance to the
Optionee of a certificate for such shares as provided in Section 12 above.

SECTION 14.                OPTION NOT TO AFFECT RELATIONSHIP WITH COMPANY.

                  The Option shall not confer upon the Optionee any right to
continue in the employ or service of the Company.

SECTION 15.                ADJUSTMENT FOR CAPITAL CHANGES.

                  In case the number of outstanding shares of the Company's
capital stock is changed as a result of a stock dividend, stock split,
recapitalization, combination, subdivision, issuance of rights or other similar
corporate change, the Board shall make an appropriate adjustment in the
aggregate number of Shares subject to, and the Option Price of, any then
outstanding Option.

SECTION 16.                INTERPRETATION.

                  The Committee shall have the sole power to interpret this
Agreement and to resolve any disputes arising hereunder.

                  Intending to be legally bound, the parties have executed this
Agreement effective as of the Date of Grant.


For the Compensation Committee of the                   OPTIONEE
Board of Directors of CDI Corp.

By:
    ---------------------------------------             ----------------------
    Walter E. Blankley,                                 Roger H. Ballou
    Chairman of the Committee



</TEXT>
</DOCUMENT>
