CDI Corp
CDI CORP(Form: DEF 14A 0000950109-97-002730, Received: 01 April 1997, 04:36:32 AM)  
SCHEDULE 14A INFORMATION

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

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CDI CORP.

(Name of Registrant as Specified In Its Charter)


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

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[LOGO OF CDI CORP. APPEARS HERE]

1717 ARCH STREET, 35TH FLOOR
PHILADELPHIA, PENNSYLVANIA 19103-2768

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

APRIL 28, 1997

To Shareholders:

The Annual Meeting of the Shareholders of CDI Corp. (the "Company"), a corporation organized under the laws of the Commonwealth of Pennsylvania, will be held in the Furness Forum on the 50th Floor of the Bell Atlantic Tower, 1717 Arch Street, Philadelphia, Pennsylvania 19103, on Monday, April 28, 1997, at 10:00 A.M., for the following purposes:

1. To elect nine directors of the Company to serve during the ensuing year or until their successors have been duly elected and qualified;

2. To act upon a proposal to increase the number of shares of Common Stock which may be issued under the Company's Non-Qualified Stock Option and Stock Appreciation Rights Plan from 1,100,000 to 1,600,000;

3. To act upon a proposal to approve a Bonus Plan for Mitchell Wienick, the incoming President and Chief Executive Officer of the Company, as described in the accompanying Proxy Statement; and

4. To transact such other business as may properly come before the meeting or any and all adjournments or postponements of the meeting.

Only shareholders of record on March 10, 1997 are entitled to notice of and to vote at the Annual Meeting. IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN
PERSON AND DESIRE TO HAVE THE STOCK REGISTERED IN YOUR NAME REPRESENTED AND VOTED AT THE MEETING, PLEASE FILL IN, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE, TO WHICH POSTAGE NEED NOT BE ADDED IF MAILED IN THE UNITED STATES. If you attend the meeting, you may revoke your proxy and vote in person.

By Order of the Board of Directors


                                               /s/ Joseph R. Seiders
Dated: March 31, 1997
                                                   JOSEPH R. SEIDERS, Secretary
Philadelphia, Pennsylvania



[LOGO OF CDI CORP. APPEARS HERE]

1717 ARCH STREET, 35TH FLOOR
PHILADELPHIA, PENNSYLVANIA 19103-2768


PROXY STATEMENT

FOR ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD APRIL 28, 1997


GENERAL INFORMATION

This Proxy Statement and the accompanying Proxy are furnished in connection with the solicitation of proxies by the Board of Directors (the "Board") of CDI Corp. (the "Company") to be used at the Annual Meeting of Shareholders to be held on Monday, April 28, 1997, at 10:00 A.M. in the Furness Forum on the 50th Floor of the Bell Atlantic Tower, 1717 Arch Street, Philadelphia, Pennsylvania and at any and all adjournments or postponements of that meeting. The date of mailing of this Proxy Statement and Proxy to the Company's shareholders is on or about March 31, 1997.

The solicitation of proxies is being handled by the Company at its cost, principally through the use of the mails. If it appears desirable to do so in order to assure adequate representation of shareholders at the meeting, officers and other employees of the Company may communicate with shareholders, banks, brokerage firms or nominees by telephone or in person to request that proxies be furnished in time for the meeting. No solicitation is being made by specially engaged employees of the Company or paid solicitors.

If the enclosed Proxy is executed and returned, it may, nevertheless, be revoked by giving written notice of such revocation to the Secretary of the Company at any time prior to the voting thereof. The Proxy is in such a form that authority to vote for the election of all or any one of the directors can be withheld and that separate approval or disapproval can be indicated with respect to Proposal Two and Proposal Three, which are identified in the Proxy and the accompanying Notice of Annual Meeting of Shareholders and are set forth and commented upon in this Proxy Statement. The shares represented by the Proxy will be voted for the election of all of the directors unless authority to do so is withheld, will be voted for approval of the increase in the number of shares of Common Stock which may be issued under the Company's Non-Qualified Stock Option and Stock Appreciation Rights Plan as set forth in Proposal Two unless a contrary choice is specified, and will be voted for approval of the Bonus Plan for the incoming President and Chief Executive Officer of the Company as set forth in Proposal Three unless a contrary choice is specified.

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ANNUAL REPORT

The Company's Annual Report to Shareholders for the year ended December 31, 1996 is being mailed to all shareholders together with this Proxy Statement. That report is not to be regarded as proxy solicitation material or as a part of this Proxy Statement.

VOTING RIGHTS

There were issued and entitled to vote, as of March 10, 1997, 19,830,062 shares of the common stock, par value $.10 per share, of the Company ("Common Stock"), the only class of stock of the Company now issued and outstanding. Shareholders are entitled to one vote for each share of stock held. The presence, in person and by proxy, of a majority of the number of outstanding shares of stock entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business. A quorum being present, proposals will be decided by a majority of the votes cast, in person and by proxy, at the Annual Meeting by all shareholders entitled to vote thereon. Shares represented by proxies that reflect abstentions and shares referred to as "broker nonvotes" (i.e., shares held by brokers or nominees as to which instructions have not been received from beneficial owners and as to which the broker or nominee does not have discretionary voting power on a particular matter, such as Proposal Two and Proposal Three described below) will be treated as being present for purposes of determining the presence of a quorum but will not constitute a vote cast with respect to any matter. Only shareholders of record at the close of business on March 10, 1997 will be entitled to vote at the meeting.

PRINCIPAL SHAREHOLDERS AND MANAGEMENT STOCK OWNERSHIP

As of February 28, 1997, the following persons and entities were known by the Company to be beneficial owners of more than 5% of the outstanding Common Stock of the Company. The following table shows, as of that date, the number of shares of Common Stock so owned and the percentage of outstanding Common Stock represented by the number of shares so owned.

 

                                                  NUMBER OF SHARES   PERCENTAGE OF
       NAME AND ADDRESS OF                         OF COMMON STOCK    OUTSTANDING
         BENEFICIAL OWNER                        OWNED BENEFICIALLY* COMMON STOCK
       -------------------                       ------------------- -------------
Donald W. Garrison, Lawrence C. Karlson,              5,944,814          29.9%
Allen I. Rosenberg and Barton J. Winokur, as             (1)
Co-Trustees, or Messrs. Rosenberg and Winokur,
as Co-Trustees, of various trusts for the
benefit of
Walter R. Garrison's children
 c/o Robert L. Freedman, Esquire
 Dechert Price & Rhoads
 4000 Bell Atlantic Tower
 1717 Arch Street
 Philadelphia, PA 19103
Walter R. Garrison                                    1,901,505           9.6%
 1717 Arch Street, 35th Floor                            (2)
 Philadelphia, PA 19103-2768
FMR Corp.                                             1,131,600           5.7%
 82 Devonshire Street                                    (3)
 Boston, MA 02109



* Except as indicated in the footnotes below, the Company is informed that the respective beneficial owners have sole voting power and sole investment power with respect to the shares shown opposite their names.

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(1) Each trustee under these trusts shares voting and investment power with respect to these shares with the other trustees but disclaims any beneficial interest except as a fiduciary. Those trustees who are also directors of the Company own of record and beneficially the number of shares of stock shown opposite their names on the following table, with respect to which they have sole voting and investment power.
(2) Includes 22,155 shares held by Mr. Garrison's wife, 64,042 shares held by a trust for the benefit of Mr. Garrison's wife (of which Mr. Garrison is a trustee) and 42 shares for which Mr. Garrison's wife is custodian. Does not include the shares held by the various family trusts referred to in the table above or 175,000 shares held by The Garrison Foundation or 22,000 shares held by The Garrison Family Foundation. See footnotes (2) and (4) to the following table.
(3) This number is as of December 31, 1996, based on a Schedule 13G filed by the shareholder with the U.S. Securities and Exchange Commission.

The following table sets forth, as to each director, director nominee and executive officer of the Company individually and as to all directors, director nominees and executive officers of the Company as a group, the number of shares of Common Stock owned as of February 28, 1997 and the percentage of outstanding Common Stock represented by the number of shares so owned.

 

                                       NUMBER OF SHARES        PERCENTAGE OF
                                        OF COMMON STOCK         OUTSTANDING
NAME OF INDIVIDUAL OR GROUP           OWNED BENEFICIALLY*      COMMON STOCK
- ---------------------------           -------------------      -------------
Walter E. Blankley                             5,175 (1)       Less than .1%
Walter R. Garrison                         1,901,505 (2)(3)(4)     9.6%
Christian M. Hoechst                          40,868                .2%
Lawrence C. Karlson                           34,175 (1)(3)         .2%
Edgar D. Landis                              375,000               1.9%
Allen M. Levantin                             36,175 (5)            .2%
Alan B. Miller                                 6,175 (1)       Less than .1%
Mitchell Wienick                                   0                --
Barton J. Winokur                            210,128 (3)(4)(6)      1.1%
All directors, director nominees and
 executive officers as a group (9
 persons)                                  2,609,201 (7)           13.1%



* Except as indicated below, the Company is informed that the respective beneficial owners have sole voting power and sole investment power with respect to the shares shown opposite their names.
(1) Includes 4,175 shares which Messrs. Blankley, Karlson and Miller each presently has the right to acquire through the exercise of options.
(2) Includes 22,155 shares held by Mr. Garrison's wife, 64,042 shares held by a trust for the benefit of Mr. Garrison's wife (of which Mr. Garrison is a trustee) and 42 shares for which Mr. Garrison's wife is custodian. Does not include the 22,000 shares held by The Garrison Family Foundation, which is a charitable trust. Mr. Garrison is one of twelve trustees of The Garrison Family Foundation, but disclaims beneficial ownership of the foundation's shares except as a fiduciary.

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(3) Does not include 5,944,814 shares of Common Stock held in various trusts created by Walter R. Garrison for the benefit of his children. These shares are referenced above in the Principal Shareholders table under the names of the co-trustees of the various trusts. Two of the trustees, Mr. Karlson and Mr. Winokur, are directors of the Company and a third trustee, Donald W. Garrison, is Walter R. Garrison's brother. Walter R. Garrison disclaims beneficial ownership of these shares, as do the trustees except as fiduciaries.
(4) Does not include 175,000 shares held by The Garrison Foundation, a charitable trust established for the benefit of the Pennsylvania Institute of Technology. Among the four trustees of The Garrison Foundation are Messrs. Garrison and Winokur, who are directors of the Company. The trustees disclaim beneficial ownership of these shares except as fiduciaries.
(5) Includes 34,175 shares which Mr. Levantin presently has the right to acquire through the exercise of options.
(6) Does not include 20,000 shares held by a foundation of which Mr. Winokur is the sole trustee. Mr. Winokur has no beneficial interest in the income or assets of that foundation and disclaims beneficial ownership of those shares except as a fiduciary.
(7) If the 5,944,814 shares held in the Garrison family trusts referred to in footnote (3) above, the 175,000 shares held by The Garrison Foundation and the 22,000 shares held by The Garrison Family Foundation were combined with the 2,609,201 shares shown in the table as held by directors, director nominees and executive officers as a group, the total would be 8,751,015 shares or 43.9% of the outstanding Common Stock.

PROPOSAL ONE

ELECTION OF DIRECTORS

Nine directors are to be elected at the Annual Meeting of Shareholders, to hold office until the next Annual Meeting of Shareholders or until their successors are elected and qualified. The persons named in the enclosed Proxy (Joseph R. Seiders and Craig H. Lewis) have advised the Company that they intend to vote FOR the nine nominees below unless authority to do so is withheld. Each of these nominees has been designated by the Board of Directors. Except for Mr. Wienick, each of the nominees is a member of the Board as of the date of this Proxy Statement. Mr. Wienick will become a member of the Board, and will also become the President and Chief Executive Officer of the Company, as of April 7, 1997. Mr. Wienick's employment agreement provides that the Company will use its best efforts to have him nominated and elected to the Board of Directors while he remains employed by the Company. Certain elements of Mr. Wienick's executive compensation are the subject of Proposal Three below. The Board is not aware of any reason why any nominee will be unable to stand for election as a director or serve if elected, but if any such nominee should become unavailable, the Board may nominate, and the persons named in the accompanying Proxy may vote for, a substitute nominee.

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INFORMATION ABOUT THE NOMINEES

The following table sets forth information about the nominees for election to the Board of Directors.

 

                                DIRECTOR OF   PRINCIPAL PRESENT POSITION, BUSINESS EXPERIENCE
          NAME            AGE COMPANY SINCE** DURING PAST FIVE YEARS AND OTHER DIRECTORSHIPS
          ----            --- --------------- -----------------------------------------------
Walter E. Blankley +#(S)   61      1994        Chairman of the Board and Chief Executive
                                               Officer of AMETEK, Inc., Paoli, PA
                                               (manufacturer of electric motors, precision
                                               instruments and industrial materials) since
                                               1993; President and Chief Executive Officer
                                               of AMETEK, Inc. from 1990-1993; Director of
                                               Amcast Industrial Corporation
Walter R. Garrison*..      70      1958        Chairman of the Board, President and Chief
                                               Executive Officer of the Company since 1961
                                               (retiring as of April 7, 1997)
Christian M. Hoechst       60      1974        Retired; Executive Vice President of the
                                               Company from 1971-1996
Lawrence C. Karlson *+..   54      1989        Private investor and consultant; Chairman of
                                               the Board of Spectra-Physics AB, Stockholm,
                                               Sweden (instrumentations manufacturer) from
                                               1990-1993; Director of AmeriSource Corp.
Edgar D. Landis*           65      1975        Executive Vice President, Finance of the
                                               Company since 1987
Allen M. Levantin          64      1989        Chairman and Chief Executive Officer of
                                               Todays Temporary, Inc., a subsidiary of the
                                               Company, since November 1, 1994 (serving
                                               part-time); President and Chief Executive
                                               Officer of CDI Temporary Services Inc., a
                                               subsidiary of the Company, from July 1991 to
                                               December 1992
Alan B. Miller +#(S)       59      1994        Chairman of the Board, President and Chief
                                               Executive Officer of Universal Health
                                               Services, Inc. (hospital management and
                                               health care services); Director and Chairman
                                               of the Board of Universal Health Realty
                                               Income Trust; Director of Genesis Health
                                               Ventures Inc., Penn Mutual Life Insurance
                                               Co. and Universal Health Realty Income Trust
Mitchell Wienick           48       --         Incoming President and Chief Executive
                                               Officer of the Company (will assume those
                                               positions as of April 7, 1997); President-
                                               Consumer Services, Ameritech Corporation
                                               (1995-March 1997); President-Small Business
                                               Services, Ameritech Corporation (1993-1995);
                                               Senior Group Vice President-Dairy Group,
                                               Borden, Inc. (1992-1993)
Barton J. Winokur *+..     57      1968        Partner in the law firm of Dechert Price &
                                               Rhoads, Philadelphia, PA; Director of
                                               AmeriSource Corp., DavCo Restaurants, Inc.
                                               and Farm Fresh, Inc.



* Member of the Executive Committee
+ Member of the Audit Committee
# Member of the Compensation Committee
(S)Member of the Stock Option Committee

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.. Member of the Nominating Committee
** References to periods served as a director of the Company include periods served as a director of CDI Corporation, the Company's predecessor registrant under the Securities Exchange Act of 1934.

INFORMATION ABOUT THE BOARD AND ITS COMMITTEES

The Board of Directors of the Company held six meetings during 1996. The Board of Directors has five standing committees: an Executive Committee, an Audit Committee, a Compensation Committee, a Stock Option Committee and a Nominating Committee.

The Executive Committee has the general authority of the Board, subject to certain limitations, to act on behalf of the Board. This Committee held five meetings during 1996, and acted on three other occasions by unanimous written consent.

The Audit Committee reviews with KPMG Peat Marwick LLP, the Company's independent auditors, the proposed scope of their examination and their subsequent report on each annual audit, preliminary to the consideration thereof by the full Board of Directors; monitors the independence of the auditors; and reviews the Company's internal accounting controls, practices and policies as well as the Company's internal audit function. The Audit Committee held five meetings during 1996.

The Compensation Committee advises the Company on executive compensation matters. This Committee held two meetings during 1996.

The Stock Option Committee administers the Company's Non-Qualified Stock Option and Stock Appreciation Rights Plan. This Committee held three meetings during 1996.

The Nominating Committee provides the Board of Directors with recommendations relating to the selection of new members of the Board. The Committee evaluates possible candidates, assists in attracting qualified candidates and interviews candidates prior to making its recommendations to the Board. Shareholders wishing to recommend candidates for nomination to the Board of Directors should submit to the Secretary of the Company the name, a statement of qualifications and the written consent of the candidate. Recommendations may be submitted at any time and will be brought to the attention of the Nominating Committee. The Nominating Committee held one meeting during 1996.

COMPENSATION OF DIRECTORS

As compensation for a director's service on the Board, each director who is not a full-time employee of the Company or one of its subsidiaries is eligible to receive a retainer fee of $20,000 per year. However, in lieu of the annual cash retainer fees, each director whose compensation for service as a director is not included in the income of a corporation or partnership of which the director is an employee or partner is presently granted options to purchase 4,000 shares of Common Stock (at an exercise price equal to the market value of the Common Stock at the time of grant) each year for the director's service on the Board. For additional information regarding the terms of these stock options granted to eligible directors, see "Description of the Plan" under Proposal Two below. In addition, each director who is not a full-time employee of the Company or one of its subsidiaries receives meeting attendance fees of $1,000 for each Board meeting attended plus $500 for each Audit Committee

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meeting attended. Any director who is also a full-time employee of the Company or one of its subsidiaries does not receive any fees for service on the Board or any of its committees.

The Company has consulting arrangements with two of its directors, Lawrence C. Karlson and Christian M. Hoechst. Mr. Karlson's arrangement provides for him to provide consulting services as requested from time to time by the Chief Executive Officer of the Company, for which Mr. Karlson is paid a fee of $4,000 for each eight-hour day that he provides such services and is reimbursed for the expenses that he incurs in connection with providing such services. During 1996, Mr. Karlson earned consulting fees of $91,708. Mr. Hoechst's consulting arrangement is described in more detail below under "Non- Competition and Consulting Agreement with Christian M. Hoechst". During 1996, Mr. Hoechst was paid $207,500 under his Non-Competition and Consulting Agreement.

COMPENSATION OF EXECUTIVE OFFICERS

SUMMARY COMPENSATION TABLE

The following table sets forth certain information regarding the compensation for services to the Company and its subsidiaries during each of the last three fiscal years which was earned by the three executive officers of the Company, constituting the only three key policy-making members of management during those years. These officers are elected annually by the Board of Directors. Mr. Hoechst served as an executive officer during only a portion of last year, retiring on April 30, 1996.

 

                                           ANNUAL COMPENSATION
                                -----------------------------------------
                                                            ALL OTHER
NAME AND PRINCIPAL POSITION     YEAR  SALARY    BONUS    COMPENSATION (1)
- ---------------------------     ---- -------- ---------- ----------------
Walter R. Garrison,             1996 $ 65,000 $1,683,320     $23,689
 Chairman of the Board,         1995   65,000  1,038,143      55,668
 President and Chief Executive
 Officer                        1994   65,000  1,037,584      53,231
Christian M. Hoechst,           1996   36,614    632,758     264,352(2)
 Executive Vice President       1995   80,000  1,543,549      67,334
 (retired on April 30, 1996)    1994   80,000    617,583      28,168
Edgar D. Landis,                1996  238,000    150,000      19,663
 Executive Vice President,      1995  227,000    150,000      18,525
 Finance                        1994  217,800    150,000      13,032



(1) Except as described in footnote (2) below, all Other Compensation in 1996, 1995 and 1994 consisted entirely of Company contributions and allocations to the following employee benefit plans: the Company's qualified Retirement Plan ($6,716 to the account of each of Messrs. Garrison, Hoechst and Landis in 1996), the Company's qualified 401(k) plan ($400 to the account of each of Messrs. Garrison, Hoechst and Landis in 1996) and the Company's non-qualified excess benefit plan ($16,573 to the account of Mr. Garrison, $49,736 to the account of Mr. Hoechst and $12,547 to the account of Mr. Landis in 1996).
(2) Includes $207,500 paid to Mr. Hoechst following his retirement pursuant to his Non-Competition and Consulting Agreement. For a more complete description, see below under "Non-Competition and Consulting Agreement with Christian M. Hoechst".

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OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information concerning the only grants of stock options to an executive named in the preceding Summary Compensation Table during the year ended December 31, 1996. Note, however, that these grants were made to the executive, Christian M. Hoechst, after he retired as an officer and employee of the Company on April 30, 1996 and were made to him in lieu of cash retainer fees for his service on the Board of Directors of the Company following his retirement as an executive. This payment of stock options in lieu of cash retainer fees, which also applies to other non- employee directors, is described above under "Compensation of Directors".  

                                                                      POTENTIAL REALIZABLE
                                                                        VALUE AT ASSUMED
                                                                         ANNUAL RATES OF
                                                                           STOCK PRICE
                                                                        APPRECIATION FOR
                                     INDIVIDUAL GRANTS                   OPTION TERM(2)
                      ----------------------------------------------- ---------------------
                                     PERCENT OF
                        NUMBER OF      TOTAL
                       SECURITIES     OPTIONS    EXERCISE
                       UNDERLYING    GRANTED TO   OR BASE
                         OPTIONS    EMPLOYEES IN   PRICE   EXPIRATION
        NAME          GRANTED(#)(1) FISCAL YEAR  ($/SH)(1)    DATE      5%($)      10%($)
        ----          ------------- ------------ --------- ---------- ---------- ----------
Christian M. Hoechst      2,000         7.1%      $29.75    05/08/01  $   16,439 $   36,325
                          2,000         7.1%      $28.25    11/08/01  $   15,610 $   34,494



(1) All options were granted at the market value on the last trading day immediately preceding the date of grant, based on the closing price of the Company's Common Stock on the New York Stock Exchange. Options are not exercisable until one year after the date of grant.
(2) The dollar amounts under these calculations are the result of calculations at the 5% and 10% rates set by the Securities and Exchange Commission and, therefore, are not intended to forecast possible future appreciation, if any, of the price of the Company's Common Stock or the present or future value of the options.

Mr. Hoechst did not exercise any Company stock options during 1996. The aggregate dollar value of in-the-money, unexercised options held at the end of 1996 by Mr. Hoechst was $250. None of those options were exercisable.

EMPLOYMENT AGREEMENTS

The Company has (or had, in the case of Mr. Hoechst, who has retired) employment agreements with all three of the executive officers included in the above Summary Compensation Table. Mr. Garrison's employment agreement is expected to terminate in April 1997 when his successor, Mitchell Wienick, assumes the offices of President and Chief Executive Officer of the Company. The Company and Mr. Garrison are currently negotiating the terms of a consulting agreement which will go into effect upon Mr. Garrison's retirement as an officer of the Company.

Mr. Garrison's employment agreement, which was entered into in 1973, provides for a base salary of $65,000 and a bonus based on a percentage of the Company's pre-tax earnings from continuing operations. The bonus is 2% of the first $500,000 of pre-tax earnings and 2 3/4% of pre-tax earnings in excess of $500,000. The agreement contains certain noncompetition and nonsolicitation covenants of Mr. Garrison which are effective for a period of two years after termination of his employment for any reason.

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Mr. Hoechst's employment agreement, which was entered into in 1986 and which terminated upon his retirement from the Company on April 30, 1996, provided for a base salary of $80,000 and a bonus made up of three components. The first component was 2 1/2% of the pre-tax earnings of those operations under his direct supervision. The second component was 1/2% of the pre-tax earnings of the remaining operations of the Company, with the bonus relating to this second component capped at $70,000 per year. The third component was also based on a percentage of the pre-tax earnings of those operations under his direct supervision, with the applicable percentage depending on the pre-tax earnings return on the net working assets used in those operations. A description of the agreement entered into by the Company and Mr. Hoechst in connection with his retirement is provided below.

Mr. Landis' employment agreement, which was entered into in 1973, provides for a salary which has since been increased to the level indicated in the Summary Compensation Table above. The agreement can be terminated by either party on two weeks' notice. The agreement contains certain noncompetition and nonsolicitation covenants of Mr. Landis which are effective for a period of six months after termination of his employment for any reason.

In March 1997, the Company entered into an Employment Agreement with Mitchell Wienick pursuant to which Mr. Wienick will serve as the Company's President and Chief Executive Officer beginning on April 7, 1997. The initial term of the agreement is three years. The agreement provides for the following elements of compensation to Mr. Wienick: (i) a base salary at the rate of $500,000 per year; (ii) a bonus based on the percentage achievement of pre- determined financial and other goals, with the maximum bonus award in any calendar year being $500,000; (iii) the grant of 30,000 restricted shares of Common Stock, half of which will vest over time (3,000 shares on each of the first five anniversaries of the date of his Employment Agreement) and half of which (up to 3,000 shares per year for five years) will vest depending on the percentage achievement of the goals applicable to the cash bonus (shares which do not vest are forfeited); and (iv) the grant of non-qualified stock options to purchase 250,000 shares of Common Stock, at an exercise price equal to the fair market value of the shares on the last trading date immediately preceding the date of grant ($33.25 per share) and having a maximum term of ten years. The option shares described in (iv) of the preceding sentence vest as follows:
50,000 shares on each of the second, third and fourth anniversaries of the date of grant and 100,000 shares on the fifth anniversary of the date of grant. The option shares, as well as the 15,000 shares of restricted stock that vest based on the passage of time, will vest immediately in the event Mr. Wienick's employment terminates following a change in control of the Company if such termination is by the Company without cause or by Mr. Wienick either because he is assigned duties materially inconsistent with his previous duties or because his place of employment is moved outside the Philadelphia metropolitan area. Whenever Mr. Wienick purchases shares upon exercise of his options, half of the purchased shares may not be sold or transferred until the second anniversary of the date of exercise; provided, however, that as to the purchase of 50,000 of the shares which vest on the fifth anniversary of the date of grant, those shares may not be sold or transferred until the earlier of (a) one year after the date on which the fair market value of the Common Stock has been greater than or equal to $90.00 per share for 180 consecutive days, or (b) the ninth anniversary of the date of the option grant. The restricted stock described in (iii) above is also subject to a restriction on transfer such that whenever any of those shares vest, one-half of the shares may not be sold or transferred until the second anniversary of the vesting date. Certain elements of Mr. Wienick's compensation package are being submitted to the shareholders of the Company for their approval in Proposal Three.

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SUPPLEMENTAL PENSION AGREEMENT WITH WALTER R. GARRISON

Under a 1978 supplemental pension agreement with Mr. Garrison, the Company will, upon his retirement, pay him an additional pension of $35,000 per year for 15 years. If Mr. Garrison dies prior to receiving all such payments, his beneficiaries will receive the balance remaining in a lump-sum payment. The Company's obligation to make such payments is conditioned upon the satisfactory performance by Mr. Garrison of his duties until retirement.

NON-COMPETITION AND CONSULTING AGREEMENT WITH CHRISTIAN M. HOECHST

In October 1995, following the decision by Mr. Hoechst to retire as an officer and employee of the Company effective April 30, 1996, the Company and Mr. Hoechst entered into a Non-Competition and Consulting Agreement. That agreement contains various noncompetition and nonsolicitation obligations of Mr. Hoechst that extend until July 31, 2001. Subject to his continued compliance with those obligations, the Company will make quarterly payments of $66,250 to Mr. Hoechst from July 31, 1996 through July 31, 2001 and will pay the costs of certain health, disability and life insurance coverage for Mr. Hoechst through July 31, 2001. In addition, Mr. Hoechst agreed to render up to 25 days of consulting services to the Company during the period May 1, 1996 through July 29, 2001, for total compensation of $100,000. The $100,000 for consulting services was payable to Mr. Hoechst in four installments of $25,000 each, the last installment of which was paid on February 1, 1997.

REPORT OF THE COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS ON 1996 EXECUTIVE COMPENSATION

The Compensation Committee's policy with respect to the compensation of executive officers for 1996 was that a substantial portion of the compensation should be dependent upon the Company's performance. The base salaries of Messrs. Garrison and Hoechst and the formulas for their bonuses remained unchanged since their Employment Agreements were signed in 1973 and 1986, respectively. Mr. Garrison's bonus was based on the pre-tax earnings of the Company, and Mr. Hoechst's bonus was based primarily on the pre-tax earnings of the operations under his direct supervision. Those salary and bonus arrangements are described in more detail elsewhere in this Proxy Statement.

As provided in his Employment Agreement, Mr. Garrison's bonus was based on the pre-tax earnings of the Company from continuing operations. At the end of 1995, the Company adopted a plan to dispose of the automotive manufacturing technology division of a subsidiary (which made that division a discontinued operation) and, at the end of 1996, the Company adopted a plan to dispose of the automotive developmental engineering division of that subsidiary. Accordingly, the approximately $1.2 million in operating profits earned by the manufacturing technology business in 1996 after it was declared a discontinued operation were excluded from the calculation of Mr. Garrison's 1996 bonus, but the approximately $8 million in operating losses incurred by the developmental engineering division in 1996 while it was a continuing operation were included in the calculation of Mr. Garrison's 1996 bonus. Also, Mr. Garrison's 1996 bonus was not impacted by reserves set up for the estimated losses to be incurred after the automotive manufacturing technology and developmental engineering divisions became discontinued operations.

The Committee intends that the salary paid to Edgar D. Landis, the Company's Executive Vice President and chief financial officer, which was $238,000 in 1996, be roughly comparable to the

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average salary paid to chief financial officers of companies in service businesses of a similar size to the Company, though the Committee does not seek to adhere rigidly to this comparison in setting Mr. Landis' salary. Bonuses to Mr. Landis are determined in the sole discretion of the Committee. In recent years, in determining Mr. Landis' bonus, the Committee has examined factors such as the level of the Company's earnings, the average total compensation given to chief financial officers of other companies of similar size and complexity as the Company, and Mr. Landis' contribution to the performance of the Company during the year. The Committee does not assign any particular priority or relative weight to these factors, and acknowledges that the determination of Mr. Landis' compensation is subjective. For each of the past three years, the Committee has awarded a $150,000 bonus to Mr. Landis.

The Committee has considered the impact of Section 162(m) of the Internal Revenue Code, which limits the deductibility by the Company of certain compensation in excess of $1 million that is paid to the executive officers named in this Proxy Statement. Counsel to the Company have advised that compensation paid to Messrs. Garrison and Hoechst under their 1973 and 1986 employment agreements is not subject to this limitation because it is exempt under the rule's "grandfather" provisions. As a result of the "grandfather" provisions applicable to Messrs. Garrison and Hoechst and because the historic level of compensation paid to Mr. Landis has not approached the $1 million level, the deductibility limitation has not been relevant to the Company's executive officers in the past. It is the Compensation Committee's present intention that any new executive compensation arrangements be structured so as to be entirely deductible. In accordance with that objective, the Board has attempted to ensure that the Company's Non-Qualified Stock Option and Stock Appreciation Rights Plan satisfies the requirements for a "performance-based" stock option plan under the Section 162(m) regulations so that any compensation to executive officers under that Plan would be exempt from the deductibility limitation. For example, the Board in 1995 submitted to the shareholders of the Company a proposed amendment to that Plan which restricted the number of stock options and stock appreciation rights that may be granted to an individual in any one calendar year. That amendment was approved by the Company's shareholders. Furthermore, in order to preserve deductibility of the compensation to be paid to Mitchell Wienick, the Company's incoming President and Chief Executive Officer, the Board is submitting to shareholders for their approval at this Annual Meeting certain elements of Mr. Wienick's compensation package.

COMPENSATION COMMITTEE:

Walter E. Blankley, Chairman
Alan B. Miller

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COMPARATIVE STOCK PERFORMANCE

The following graph sets forth the cumulative total shareholder return (assuming an investment of $100 on December 31, 1991 and the reinvestment of any dividends) for the last five fiscal years on (a) the Common Stock of the Company, (b) the Standard & Poor's (S&P) 500 Index, and (c) a peer group index. The peer group selected by the Company consists of the following companies: (i) Butler International Inc., Kelly Services, Inc., Manpower Inc., Olsten Corporation, Robert Half International Inc., Uniforce Temporary Personnel, Inc. and Volt Information Sciences, Inc., all of which are in the staffing business (including the temporary placement of office and technical personnel and permanent placement), and (ii) Foster Wheeler Corporation, Jacobs Engineering Group, Inc. and Stone & Webster, Inc., all of which are in the engineering, design and construction business. While the latter three companies often work on projects significantly larger in size than does the Company in its engineering and design business and only occasionally compete directly with the Company, the Company believes that it and these three companies share various important business characteristics.

"A LINE GRAPH SHOWING THE COMPARISON BETWEEN CDI CORP., THE PEER GROUP AND THE S&P 500 IS IN THIS POSITION IN THE PRINTED PROXY STATEMENT. A PAPER COPY OF THE GRAPH IS BEING SUBMITTED TO THE FILER'S BRANCH CHIEF IN THE DIVISION OF CORPORATE FINANCE."

                                               YEAR ENDED DECEMBER 31
                                    --------------------------------------------
                                    1991  1992    1993    1994    1995    1996
                                    ---- ------- ------- ------- ------- -------
CDI Corp........................... $100 $117.54 $175.44 $278.95 $252.63 $398.25
Peer Group.........................  100  115.27  124.36  146.84  181.07  187.90
S&P 500............................  100  107.62  118.46  120.03  165.13  203.05

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CERTAIN BUSINESS RELATIONSHIPS

Dechert Price & Rhoads performed legal services for the Company during 1996. Barton J. Winokur, a director of the Company, is a partner of Dechert Price & Rhoads.

PROPOSAL TWO

PROPOSED INCREASE IN THE NUMBER OF SHARES OF COMMON STOCK
WHICH MAY BE ISSUED UNDER THE COMPANY'S
NON-QUALIFIED STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
FROM 1,100,000 TO 1,600,000

The Company maintains a Non-Qualified Stock Option and Stock Appreciation Rights Plan (the "Plan") under which the Company may grant options ("Options") to purchase shares of its Common Stock or stock appreciation rights ("SARs"), either alone or in tandem with Options. On December 4, 1996, the Board of Directors of the Company approved an amendment to the Plan increasing the number of shares of Common Stock which may be issued under the Plan on and after April 30, 1991, pursuant to the exercise of Options or SARs, from 1,100,000 to 1,600,000. Under the Plan, an amendment to increase the number of shares which may be delivered pursuant to the Plan requires the approval of the shareholders of the Company.

DESCRIPTION OF THE PLAN

The Plan provides for two incentive elements, Options and SARs. An Option gives the holder the right to purchase from the Company a specified number of shares of Common Stock for a specified price during a specified period. An SAR gives the holder the right, without payment to the Company, to receive its "value", one-half in cash and one-half in shares of Common Stock. The "value" of an SAR which is attached to an Option (see the description below of when an SAR is attached to an Option) is the excess, if any, of the market price of one share of Common Stock of the Company on the date the SAR is exercised over the option price of one share under the attached Option. The "value" of an SAR which is not attached to an Option is the excess, if any, of the market price of the Common Stock on the date the SAR is exercised over the amount fixed by the committee which administers the Plan on the date the SAR was granted (the "SAR Reference Price").

The Plan is administered by a committee (the "Committee") composed of not less than two directors of the Company appointed by the full Board of Directors. Committee members are not presently eligible to receive Options or SARs under the Plan except for Retainer Fee Options (described below) or to be selected as a participant under any other discretionary plan of the Company or any of its affiliates entitling them to acquire stock, stock options or stock appreciation rights of the Company or any of its affiliates. Under the Plan, the Committee may grant SARs and Options (either with or without SARs attached) to salaried employees (including executive officers), consultants and directors of the Company and certain of its subsidiaries. As of February 28, 1997 there were approximately 2,000 eligible participants, consisting of approximately 12 consultants, 16 non-employee

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directors and the remainder being salaried employees. Subject to the provisions of the Plan and except with respect to Retainer Fee Options, the Committee has full authority to determine which eligible participants shall be granted Options and SARs and the amounts and other terms of such Options and SARs. However, except for Retainer Fee Options, any Options or SARs granted to a member of the Board of Directors must be approved by a majority of the Board not including the recipient. No eligible individual may be granted, in any one calendar year, Options or SARs with respect to more than 400,000 shares of Common Stock (such number of shares is subject to appropriate adjustment in the event of certain changes in capitalization of the Company, such as stock dividends and splits).

Under the Plan, each eligible director of the Company is granted 4,000 Options each year for the director's service on the Board, in lieu of a cash retainer fee. An eligible director is a person who is not a full-time employee of the Company or any of its subsidiaries and whose compensation for service as a director is not included in the income of a corporation or partnership of which the director is an employee or partner. The number of Options granted to eligible directors (the "Retainer Fee Options") may be increased or decreased by the Board from time to time, but not more often than once every six months other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act, or the rules thereunder. One-half of each year's Retainer Fee Options are granted on the first business day after the annual meeting of shareholders at which the directors are elected and the remaining one-half of the year's Retainer Fee Options are granted on the first business day that is six months after the annual meeting. The Committee may determine from time to time the terms of the Retainer Fee Options, provided such terms are consistent with the terms of the Plan. Unless otherwise determined by the Committee, (i) Retainer Fee Options do not vest (and therefore are not exercisable) until one year after the date of grant and (ii) if an eligible director ceases to be a member of the Board for any reason, unvested Retainer Fee Options expire and become unexercisable and the portion of the eligible director's retainer fee earned as of the date of cessation of Board membership that is represented by such unvested Retainer Fee Options is paid in cash.

The option price for Options granted under the Plan is determined by the Committee, but may not be less than 50% of the fair market value of the shares subject to the Option on the date of grant of such Option. The closing price per share of the Company's Common Stock on the New York Stock Exchange on March 25, 1997 was $35.00. The option price may be paid in cash, in shares of Common Stock which have an aggregate fair market value equal to the option price or in any combination of cash and shares with an aggregate value equal to the option price. Upon exercise of an Option, any SAR attached to such Option automatically expires.

The Committee may grant Options to eligible participants with or without SARs attached. When SARs are granted in conjunction with Options each SAR will attach to an Option to purchase one share of Common Stock. Upon exercise of an SAR attached to an Option, the related Option automatically expires. The Committee may also grant SARs which are not attached to Options. With respect to SARs not attached to Options, the SAR Reference Price is determined by the Committee, but may not be less than 50% of the fair market value of one share of Common Stock on the date of grant of the SAR.

Options and SARs granted under the Plan are not exercisable after five years from the date of grant unless the Committee otherwise provides. Options and SARs are not transferable except by will

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or the laws of descent and distribution, and during the lifetime of the participant are exercisable only by him or her. Options and SARs terminate upon the death of the participant or, unless otherwise determined by the Committee, on the termination of his or her qualifying relationship with the Company or its subsidiaries. However, if a participant dies, to the extent provided in his or her Option or SAR agreement, the participant's estate or the participant's heirs or beneficiaries may exercise the unexercised portion of his or her Option or SAR within six months after the participant's death. In no event, however, may an Option or SAR be exercised after its stated date of expiration.

The Board of Directors may terminate or amend the Plan at any time, but any amendment which (i) increases the number of shares that may be issued under the Plan, (ii) changes the class of persons eligible to receive Options or SARs, (iii) deprives the Committee of authority to administer the Plan, or
(iv) otherwise requires the approval of the shareholders of the Company in order to maintain the exemption available under Rule 16b-3 of the Securities Exchange Act of 1934 will require the prior approval of the shareholders of the Company.

OUTSTANDING OPTIONS

As of March 25, 1997, there were a total of 427,950 Options outstanding, including the following:

                                                   NUMBER OF
NAME AND POSITION                                 OPTIONS HELD
-----------------                                 ------------
Mitchell Wienick,                                   250,000
 Incoming President and Chief Executive Officer;
 Nominee for Director
Christian M. Hoechst,                                 4,000
 Director and retired Executive Vice President
All current non-executive directors as a group       66,700
All employees as a group (including Mr. Wienick)    399,425

None of the Company's current executive officers hold Options, though Mr. Wienick, the incoming President and Chief Executive Officer, holds 250,000 Options, as indicated above. There are no outstanding SARs.

SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES

The Company has been advised by its counsel that under present federal income tax laws, the federal income tax consequences of the grant or exercise of Options and SARs (including Retainer Fee Options granted to eligible directors) are as follows:

Non-Qualified Stock Options. A participant will recognize no income and the Company will receive no deduction for federal income tax purposes when an Option is granted. Upon exercise of an Option, a participant will recognize ordinary income in an amount measured by the excess of the fair market value of the shares on the date of exercise over the option price, and the Company will be entitled to a deduction in the same amount, provided, in the case of certain executive officers, that the requirements of Section 162(m) of the Internal Revenue Code are met. Section 162(m) places an annual $1 million limit on the allowable deduction for compensation paid or accrued with respect to the chief executive officer and each of the four most highly compensated executive officers (other than the chief executive officer) of a publicly-held company. This limitation, however, does not apply to compensation attributable to stock options or SARs if the requirements for "performance-based" compensation are met. The Plan currently meets such requirements.

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The participant's holding period for shares received upon exercise of an Option will begin to run from the date of exercise of the Option. Upon the sale of the Option shares, the participant will recognize short-term or long- term capital gain (or loss), depending upon whether the shares have been held for more than one year. Such gain (or loss) will be measured by the difference between the sale price of the shares and the fair market value of the shares on the date that the Option was exercised.

If a participant pays the Option price with previously-owned shares of Common Stock, he or she will be treated as having exchanged the number of shares surrendered for an equal number of shares received upon the exercise of the Option in a tax-free exchange. However, he or she will recognize income, and the Company will be entitled to a corresponding deduction, in an amount equal to the fair market value of the number of shares received in excess of the fair market value of the number of shares surrendered. The participant's tax basis in the shares received in the tax-free exchange will be equal to his or her tax basis in the shares surrendered in the exchange. The tax basis in the remaining shares received will be equal to the amount included in the participant's income (i.e., the fair market value of the shares received minus the fair market value of the shares surrendered).

Stock Appreciation Rights. A participant who is granted an SAR (whether or not attached to an Option) under the Plan will not recognize income at the time of the grant, nor will the Company be entitled to a deduction at that time. In general, when a participant exercises an SAR, he or she will recognize ordinary income, and the Company will be entitled to a corresponding deduction, in an amount equal to the sum of the cash plus the fair market value of the stock received. The participant's holding period for the stock received will begin to run from the date of exercise of the SAR.

Upon the sale of the shares received on exercise of an SAR, the participant will recognize short-term or long-term capital gain (or loss), depending upon whether the shares have been held for more than one year. Such gain (or loss) will be measured by the difference between the sale price of the shares and the fair market value of the shares on the date that the SAR was exercised.

DESCRIPTION OF AND REASON FOR THE PROPOSED AMENDMENT TO THE PLAN

The Board believes that the Plan provides an important means to attract, motivate and retain valuable personnel. Of the 1,100,000 shares which presently may be issued under the Plan, 126,250 Option shares have previously been exercised and 427,950 Options are presently outstanding (not all of which are currently exercisable). If all of the presently outstanding Options were exercised, there would remain 545,800 shares available for future grants of Options or SARs. The Board believes it would be desirable and in the best interest of the Company to increase the number of shares available for future grants of Options or SARs in order to continue the benefits inuring to the Company under the Plan. The proposed amendment would increase the number of shares still available for grants by 500,000 and bring the total number of shares which may be issued under the Plan on and after April 30, 1991 to 1,600,000. Neither the Board nor the Committee has any immediate plans to grant any additional Options, though it is anticipated that stock options may become a more significant element of compensation to the Company's officers and managers than has been the case in the past. The number of Options and SARs which may be granted in the future, and the related prices, will depend on contingent and variable factors and cannot be estimated at this time.

16

THE BOARD OF DIRECTORS HAS APPROVED PROPOSAL TWO FOR THE REASONS DESCRIBED ABOVE AND RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL.

The persons named in the enclosed Proxy (Joseph R. Seiders and Craig H. Lewis) have advised the Company that they intend to vote FOR approval of Proposal Two unless a contrary choice is specified.

PROPOSAL THREE

APPROVAL OF BONUS PLAN

As part of the compensation for Mitchell Wienick, the Company's incoming President and Chief Executive Officer, the Board of Directors has adopted, and recommends that shareholders approve, a Bonus Plan under which Mr. Wienick can earn cash and shares of restricted Common Stock upon meeting financial and other performance targets established pursuant to the Bonus Plan. The objectives of the Bonus Plan are to link a significant part of Mr. Wienick's potential compensation to the Company's performance and to provide him with incentives which, if met, will likely benefit the shareholders of the Company as well.

Payments to Mr. Wienick under the Bonus Plan, described above on page 9 in this Proxy Statement under the heading "Employment Agreements", are intended to qualify as "performance based" compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). Section 162(m) of the Code limits the deductibility of compensation paid to the Company's Chief Executive Officer and each of the next four most highly compensated officers unless that compensation is "performance based." Shareholder approval of the Bonus Plan is necessary in order for compensation paid under the Plan to be deemed "performance based."

The following is a summary of the features of the Bonus Plan for Mr. Wienick.

Eligibility. Eligibility under the Bonus Plan is limited to Mr. Wienick.

Awards. For 1997 Mr. Wienick can earn a pro rata portion of the maximum annual cash bonus ($500,000) plus 3,000 shares of restricted stock depending, in part, upon his attainment of certain specified qualitative goals and, in part, upon the Company's attainment of certain revenue and earnings goals, all of which were established by the Board of Directors. The amount of the cash bonus and the number of shares of restricted stock to be received by Mr. Wienick in 1997 is not presently ascertainable. For years after 1997, a committee of the Board, consisting of at least two outside directors, as that term is defined in applicable Internal Revenue Service regulations, will set goals for each year, before the beginning of that year, based on the Company's operational plan and budget for the upcoming year. An "outside director" is generally defined as a director whose only compensation from the Company, other than certain de minimis amounts, is received solely for services as a director.

Payment of Awards. Payments under the Bonus Plan will consist of cash and shares of restricted Common Stock of the Company and will be payable to Mr. Wienick based upon the attainment of the goals established for the year in question by the Board's committee. Payment will be made within two weeks following delivery to the Company of its audited financial statements for the year in question and upon the certification by the Committee of outside directors that the goals established for the year have been met.

17

Termination of Employment. No amount will be paid to Mr. Wienick under the Bonus Plan if his employment has terminated before the payment would otherwise be made, unless his employment is terminated by the Company without cause between the end of the year in question and the date on which the Bonus Plan payments for that year would otherwise be paid.

SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES

The Company has been advised by its counsel that under present federal income tax laws, the federal income tax consequences of the payment of cash bonuses and the vesting of restricted shares of Common Stock under the Bonus Plan are as follows:

Cash Awards. Cash payments under the Bonus Plan will be deductible by the Company when properly accrued under its accounting method, if either the total payments to Mr. Wienick in any given year do not exceed the limits of (S)162(m) of the Code or the shareholders approve the Bonus Plan and it qualifies as "performance based" compensation under (S)162(m) of the Code, and will be included in Mr. Wienick's income for the year of receipt.

Restricted Stock Awards. The grant of restricted stock is neither taxable to Mr. Wienick nor deductible by the Company. When the restrictions lapse, by reason of his attainment of the goals established under the Bonus Plan, Mr. Wienick will realize taxable income in the amount of the then fair market value of the stock. The Company will realize a corresponding deduction. Upon a subsequent sale of the shares, Mr. Wienick will realize short-term or long- term capital gain or loss, depending on whether the shares have then been held for more than one year after the restrictions have lapsed. That gain or loss will be equal to the difference between the sale price of the shares and their fair market value on the date the restrictions lapsed.

THE BOARD OF DIRECTORS HAS APPROVED PROPOSAL THREE FOR THE REASONS DESCRIBED ABOVE AND RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL.

The persons named in the enclosed Proxy (Joseph R. Seiders and Craig H. Lewis) have advised the Company that they intend to vote FOR approval of Proposal Three unless a contrary choice is specified.

INDEPENDENT AUDITORS

The Company's independent auditors have been KPMG Peat Marwick LLP and it is expected that they will continue in that capacity for the current year. A representative of KPMG Peat Marwick LLP will be present at the meeting and will have the opportunity to make a statement, if he or she so desires, and to respond to appropriate questions.

OTHER MATTERS

The Board of Directors knows of no other matters which may come before the meeting. However, if any such matter should properly come before the meeting, it is the intention of the persons named in the enclosed Proxy to vote such proxy in accordance with their best judgment on such matter.

18

SHAREHOLDER PROPOSALS

Shareholders of the Company are entitled to submit proposals for inclusion in the Company's 1998 Proxy Statement, to be considered for action at the 1998 Annual Meeting of Shareholders. Proposals so submitted must be received by the Company at its principal executive offices no later than December 2, 1997 and must comply in all other respects with applicable rules and regulations of the Securities and Exchange Commission relating to such inclusion.

By Order of the Board of Directors


/s/ Joseph R. Seiders

JOSEPH R. SEIDERS, Secretary


Dated: March 31, 1997
Philadelphia, Pennsylvania

19

PROXY

CDI CORP.

1717 Arch Street, 35th Floor
Philadelphia, PA 19103-2768

This Proxy is Solicited on Behalf of the Board of Directors

The undersigned hereby appoints Joseph R. Seiders and Craig H. Lewis, or either of them, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side, all the shares of common stock of CDI Corp. held of record by the undersigned on March 10, 1997, at CDI Corp.'s annual meeting of shareholders to be held on April 28, 1997, or any adjournments or postponements thereof. The undersigned acknowledges receipt of the Proxy Statement dated March 31, 1997 and hereby expressly revokes any and all proxies heretofore given or executed by the undersigned with respect to the shares of stock represented by this proxy and by filing this proxy with the Secretary of CDI Corp. gives notice of such revocation.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION TO THE BOARD OF DIRECTORS OF ALL NOMINEES LISTED IN PROPOSAL ONE ON THE REVERSE SIDE HEREOF, FOR APPROVAL OF THE INCREASE IN THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UNDER THE CDI CORP. NON-QUALIFIED STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN, AS DESCRIBED IN PROPOSAL TWO, AND FOR APPROVAL OF THE BONUS PLAN FOR THE INCOMING CHIEF EXECUTIVE OFFICER, AS DESCRIBED IN PROPOSAL THREE. WITH RESPECT TO OTHER MATTERS OF BUSINESS PROPERLY BEFORE THE MEETING, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS THE NAMED PROXIES SHALL DECIDE.

(Continued and to be signed on the other side)

.FOLD AND DETACH HERE.


Please mark [X] your votes as indicated in this example

The Board of Directors recommends a vote FOR Proposals 1, 2 and 3.

Proposal 1 - ELECTION OF DIRECTORS

The nominees are:
  Walter E. Blankley
  Walter R. Garrison
  Christian M. Hoechst
  Lawrence C. Karlson                 WITHHOLD
  Edgar D. Landis            FOR       FOR ALL
  Allen M. Levantin          [_]         [_]
  Alan B. Miller
  Mitchell Wienick
  Barton J. Winokur

WITHHOLD VOTE FOR: (Write the name(s) of such nominee(s) in the space provided below.)


Proposal 2 - Increase the number of shares of common stock which may be issued under the Non-Qualified Stock Option and Stock Appreciation Rights Plan from 1,100,000 to 1,600,000.

FOR AGAINST ABSTAIN
[_] [_] [_]

Proposal 3 - Approve the Bonus Plan for Mitchell Wienick, the incoming President and Chief Executive Officer of the Company, as described in the Proxy Statement.

FOR AGAINST ABSTAIN
[_] [_] [_]

4. In their discretion, the named proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournments or postponements thereof.

Signature                                  Signature
          ------------------------------             --------------------------
Dated
     -------------------------

NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee, guardian, corporate officer or partner, please give full title as such.

.FOLD AND DETACH HERE.

CDI
CORP.

[logo]

YOUR VOTE IS IMPORTANT TO US. PLEASE COMPLETE,
DATE AND SIGN THE ABOVE PROXY CARD AND RETURN IT
PROMPTLY IN THE ACCOMPANYING ENVELOPE.
 

EXHIBIT 10

In connection with Proposal Two in the above Proxy Statement and in accordance with Instruction 3 to Item 10 of Schedule 14A, below is text of the CDI Corp. Non-Qualified Stock Option and Stock Appreciation Rights Plan. The text of this Plan is not a part of the Proxy Statement and is not being distributed to the Company's shareholders.


As amended on 5/7/96

CDI CORP.

NON-QUALIFIED STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN

1. Purpose. The purpose of this plan ("Plan") is to provide a more effective method of compensating employees, consultants and directors of the Company than is currently available and to complement the other incentive plans of the Company, thus encouraging greater personal interest in the success of the Company on the part of such personnel and furnishing them with a further incentive to remain with the Company and to increase their efforts on its behalf.

2. Definitions:

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

(b) "Committee" means the committee described in Paragraph 5.

(c) "Company" means CDI Corp. and each of its Subsidiary Companies.

(d) "Date of Exercise" means the date on which notice of exercise of an Option or SAR is delivered to the Parent Company.

(e) "Date of Grant" means the date on which an Option or SAR is granted.

(f) "Eligible Director" means any Non-Employee Director except a director whose compensation for service on the Board is included in the income of a corporation or partnership of which the director is an employee or partner.

(g) "Fair Market Value" 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 on such Exchange on the last date on which there was a sale.

(h) "Holder" means a person to whom an SAR not attached to an Option has been granted under the Plan, which SAR has not been exercised and has not expired or terminated.

(i) "Non-Employee Director" means any director of the Parent Company who is not a full-time employee of the Parent Company or any Subsidiary Company.

(j) "Option" means a non-qualified stock option granted under the Plan and described in Paragraph 4(a).


(k) "Optionee" means a person to whom an Option or an Option with an SAR attached has been granted under the Plan, which Option or SAR has not been exercised and has not expired or terminated.

(l) "Parent Company" means CDI Corp.

(m) "Retainer Fee" means the annual retainer fee payable to Non- Employee Directors for their service as directors of the Parent Company during a Retainer Fee Year. A Retainer Fee does not include attendance or committee fees.

(n) "Retainer Fee Option" means an Option granted to an Eligible Director in payment of such Eligible Director's Retainer Fee pursuant to Paragraph 6.

(o) "Retainer Fee Year" means the one year period between consecutive annual meetings of the shareholders of the Parent Company, beginning on the date immediately following the annual meeting.

(p) "SAR" means a stock appreciation right granted under the Plan and described in Paragraphs 4(b) or 4(c).

(q) "Shares" means shares of common stock, par value $.10 per share, of the Parent Company.

(r) "Subsidiary Company" means any corporation controlled by the Parent Company or by a subsidiary controlled by the Parent Company ("control" having the meaning set forth in Section
368(c) of the Internal Revenue Code or corresponding provisions of successor laws), provided that if the corporation is controlled by a subsidiary of the Parent Company, either the Parent Company must own 100% of the stock of the subsidiary or the subsidiary must own 100% of the stock of the corporation.

(s) "Value" of an SAR shall mean the excess of the Fair Market Value of a Share on the Date of Exercise over an amount fixed by the Committee on the Date of Grant (the "SAR Reference Price"); provided that the SAR Reference Price may not be less than 50% of the Fair Market Value of a Share on the Date of Grant. Where an SAR is attached to an Option, the SAR Reference Price shall be equal to the Option price of one Share under the attached Option.

3. Shares Subject to the Plan. On and after April 30, 1991, not more than 1,100,000 Shares may be delivered pursuant to the exercise of Options or SARs under the Plan. The Shares so delivered may, at the election of the Company, be either treasury Shares or Shares originally issued for the purpose. When an Option is

2

granted (whether or not attached to an SAR), the number of Shares subject to such Option shall be reserved for issuance out of the Shares remaining available for grant under the Plan. When SARs not attached to an Option are granted, there shall be reserved for issuance thereunder Shares in an amount equal to one-half of the number of SARs granted. If Options or SARs granted under the Plan terminate or expire without being exercised in whole or in part, other Options or SARs may be granted covering the Shares not delivered. No individual shall be eligible to receive, in any one calendar year, Options or SARs with respect to more than 400,000 Shares (which number is subject to adjustment as provided in Paragraph 15 hereof).

4. Rights to be Granted. Rights which may be granted under the Plan are:

(a) Options, which give the Optionee the right for a specified time period to purchase a specified number of Shares at a specified price;

(b) SARs, which are attached to Options and which give the Optionee the right for a specified time period, without payment to the Company, to receive the Value of such SARs, to be paid in cash and Shares in accordance with Paragraph 9 below, in lieu of purchasing Shares under the related Option; and

(c) SARs, which are not attached to Options and which give the Holder the right for a specified time period, without payment to the Company, to receive the Value of such SARs, to be paid in cash and Shares in accordance with Paragraph 9 below.

5. Administration. The Plan shall be administered by the Stock Option Committee, which shall be composed of not less than two directors of the Parent Company appointed by the Board. No director serving on the Committee shall (a) be eligible to be granted Options or SARs under the Plan except for Retainer Fee Options, or to be selected as a participant under any other discretionary plan of the Company or any of its affiliates entitling them to acquire stock, stock options or stock appreciation rights of the Company or any of its affiliates, or (b) have been granted Options or SARs under the Plan during the one year period prior to service on the Committee, except for grants which would not affect such director's status as "disinterested" for purposes of Rule 16b-3 (or any similar rule) of the Securities and Exchange Commission. Except with respect to Retainer Fee Options, the Committee may determine from time to time which eligible participants shall be granted Options or SARs under the Plan, the number of Shares to be subject to the Option in each case, the number and type of SARs, if any, to be awarded in each case, and the other substantive provisions of each Option and SAR agreement. However, any Options, other than Retainer Fee Options, or SARs granted to a member of the Board must also be approved by a majority of the Board not including the recipient.

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6. Retainer Fee Options.

(a) During each Retainer Fee Year, each Eligible Director will be granted 4,000 Options in lieu of a cash Retainer Fee. Such number of Options may be increased or decreased by the Board from time to time, but not more often than once every six months other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act, or the rules thereunder. Such number will also be subject to adjustment as provided in Paragraph 15 hereof. One-half of each year's Retainer Fee Options will be granted on the first business day of each Retainer Fee Year and the remaining one-half of the year's Retainer Fee Options will be granted on the first business day that is six months after the first day of the Retainer Fee Year.

(b) The Committee may determine from time to time the terms of the Retainer Fee Options, provided such terms are consistent with the terms of the Plan. Unless otherwise determined by the Committee, (i) Retainer Fee Options shall not vest (and therefore will not be exercisable) until one year after the Date of Grant and (ii) if an Eligible Director ceases to be a member of the Board for any reason, unvested Retainer Fee Options shall expire and be unexercisable and the portion of the Eligible Director's Retainer Fee earned as of the date of cessation that is represented by such unvested Retainer Fee Options shall be paid in cash.

7. Eligibility. Eligible participants under the Plan shall be all salaried employees, consultants and directors of the Parent Company or any Subsidiary Company. Only Eligible Directors shall be eligible to receive Retainer Fee Options pursuant to Paragraph 6.

8. Option Exercise Price.

(a) The price at which Shares may be purchased on exercise of an Option shall be determined in each case by the Committee, but may not be less than 50% of the Fair Market Value of the Shares on the Date of Grant; provided, however, that the price at which Shares may be purchased on exercise of a Retainer Fee Option shall be the Fair Market Value of the Shares on the last trading day immediately preceding the Date of Grant.

(b) Upon exercise of any Option granted pursuant to this Plan, the Optionee shall pay to the Parent Company the full Option price:

(i) By check or in cash; or

(ii) By delivering to the Parent Company certificates for Shares owned by the Optionee and endorsed to the Parent Company representing a number of Shares having a then current Fair Market Value equal to the Option price; or

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(iii) Any combination of the above.

Upon payment of the Option price the appropriate accounts of the Parent Company shall then be credited accordingly.

9. Issuance of Certificates; Payment of Cash.

(a) Upon payment of the Option price, a certificate for the number of whole Shares and a check for the Fair Market Value on the Date of Exercise of the fractional Share, if any, to which the Optionee is entitled shall be delivered to such Optionee by the Parent Company, provided that the Optionee has remitted to his employer an amount, determined by such employer, sufficient to satisfy the applicable requirements to withhold federal, state, and local taxes, or made other arrangements with his employer for the satisfaction of such withholding requirements.

(b) Upon exercise of SARs, the Value of such SARs shall be paid one-half in cash and one-half in Shares. The number of Shares to be delivered by the Parent Company shall be an amount equal to 50% of the Value of such SARs divided by the Fair Market Value of a Share on the Date of Exercise of such SARs. Any right to a fractional Share shall be satisfied by the Parent Company in cash. The employer of the Optionee or Holder shall deduct from the amount of cash payable any amount necessary to satisfy applicable federal, state, or local withholding requirements.

10. Term. Unless otherwise determined by the Committee, Options


or SARs granted under the Plan shall not be exercisable after five years from the Date of Grant.

11. Exercise of Options and SARs. Unless otherwise determined by the Committee and subject to the provisions of Paragraphs 12 and 14, an Option or SAR may be exercised in whole or in part during its term, provided that an Option or SAR shall be exercisable only by the Optionee or Holder during his lifetime and, unless otherwise determined by the Committee and except for vested Retainer Fee Options, only while he is a salaried employee, consultant or director of the Parent Company or of a Subsidiary Company.

12. Death or Termination of Qualifying Relationship. Unless otherwise determined by the Committee, Options (other than vested Retainer Fee Options) and SARs shall terminate upon the termination for any reason of the Optionee's or Holder's qualifying relationship with the Company, except that if an Optionee or Holder dies while holding a vested Option or SAR not fully exercised or expired, the unexercised portion may be exercised by his estate or his heirs or beneficiaries within the period of six months following the date of death (in no event, however, may an Option or SAR be exercised after its stated date of expiration). For purposes of this Plan, a transfer of a participant between two employers, each of which is a part of the Company, shall not be deemed a termination of employment.

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13. Relationship Between Options and SARs. Upon exercise of an Option, any SAR attached to such Option shall automatically expire. Upon exercise of an SAR attached to an Option, the related Option shall automatically expire. Except as set forth above, the grant, exercise, termination or expiration of any Option granted to an Optionee or Holder shall have no effect upon any SAR held by such Optionee or Holder, and the grant, exercise, termination or expiration of an SAR granted to any Optionee or Holder shall have no effect upon any Option held by such Optionee or Holder.

14. Transferability of Options and SARs. No Option or SAR may be transferred except by will or the applicable laws of descent and distribution.

15. Adjustment on Change in Capitalization. In case the number of outstanding Shares 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 (a) the aggregate number of Shares which may be issued under the Plan, (b) the per individual annual limitation set forth in Paragraph 3 above, (c) the number of Retainer Fee Options to be granted each year to Eligible Directors pursuant to Paragraph 6 above, and (d) the number of Shares subject to, and the Option price or Value of, any then outstanding Options or SARs.

16. Certain Corporate Transactions. If during the term of any Option or SAR, the Parent Company or any of the Subsidiary Companies shall be merged into or consolidated with or otherwise combined with or acquired by another person or entity, or there is a divisive reorganization or a liquidation or partial liquidation of the Parent Company, the Parent Company may (but shall not be required to) take any of the following courses of action:

(a) Not less than 10 days nor more than 60 days prior to any such transaction, all Optionees and Holders shall be notified that their Options and SARs shall expire on the 10th day after the date of such notice, in which event all Optionees and Holders shall have the right to exercise all of their Options and SARs prior to such new expiration date; or

(b) The Parent Company shall provide in any agreement with respect to any such merger, consolidation, combination or acquisition that the surviving, new or acquiring corporation shall grant options and stock appreciation rights to the Optionees and Holders to acquire shares, or stock appreciation rights in shares, in such corporation provided that the excess of the fair market value of the shares of such corporation immediately after the consummation of such merger, consolidation, combination or acquisition over the option price, or the value of such stock appreciation rights at the time of grant, shall not be greater than the excess of the Fair Market Value of the Shares over the Option price of Options, or the Value of the SARs as determined

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under Paragraph 2(r), immediately prior to the consummation of such merger, consolidation, combination or acquisition; or

(c) The Parent Company shall take such other action as the Board shall determine to be reasonable under the circumstances in order to permit Optionees, Holders and Eligible Directors to realize the value of rights granted to them under the Plan.

17. Plan Not to Affect Relationship With the Company. Neither the Plan nor any Option or SAR shall confer upon any participant any right to continue in the service of the Company.

18. Amendment. The Board may at any time terminate the Plan or make such changes therein as it shall deem advisable. The Board may not, however, without the approval of the voting shareholders of the Parent Company,
(i) increase the total number of Shares which may be delivered under the Plan,
(ii) change the class of persons eligible to receive Options or SARs, (iii) withdraw the authority to administer the Plan from a committee consisting of directors or (iv) otherwise amend the Plan in a manner which would require the approval of the shareholders of the Parent Company in order to maintain the exemption available under Rule 16b-3 (or any similar rule) of the Securities and Exchange Commission. No outstanding Option or SAR shall be affected by any such amendment without the written consent of the Optionee, Holder or other person then entitled to exercise such Option or SAR.

19. Securities Laws. The Committee shall make each grant under the Plan subject to such conditions as shall cause both the grant and exercise of any Option or SAR to comply with the then-existing requirements of Rule 16b-3 (or any similar rule) of the Securities and Exchange Commission.

Unless otherwise permitted by the Committee, the date of any exercise of an SAR by a Holder or an Optionee who is an officer, director or beneficial owner of ten percent or more of any class of any registered equity security of the Parent Company shall be required to occur within the period beginning with the third and ending with the twelfth business day after the date of the release of the Parent Company's quarterly or annual sales and earnings information to the public.

20. Performance-Based Compensation. Unless otherwise provided by the Committee in their discretion pursuant to the first sentence of Paragraph
8(a), it is intended that all compensation income recognized by employees as the result of the exercise of Options or SARs, or the disposition of Shares acquired on exercise of Options or SARs, shall be considered performance-based compensation excludable from such employee's "applicable employee remuneration" pursuant to section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended.

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21. General. Each Option or SAR granted shall be evidenced by a written instrument containing such terms and conditions not inconsistent with the Plan as the Committee may determine. The issuance of Shares on the exercise of an Option or SAR shall be subject to all of the applicable requirements of the Pennsylvania Business Corporation Law and other applicable laws. Among other things the Optionee or Holder may be required to deliver an investment representation to the Company in connection with any exercise of an Option or SAR or to agree to refrain from selling or otherwise disposing of the Shares acquired for a specified period of time.

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EXHIBIT 10.1

In connection with Proposal Three in the above Proxy Statement and in accordance with Instruction 3 to Item 10 of Schedule 14A, below is text of Mitchell Wienick's Employment Agreement and its exhibits (including the Restricted Stock Agreement and Non-Qualified Stock Option Agreement). The text of these documents is not a part of the Proxy Statement and is not being distributed to the Company's shareholders.


CDI CORP.

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of this 11th day of March, 1997 between CDI Corp., a Pennsylvania corporation (the "Company"), and Mitchell Wienick ("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 April 7, 1997, and, unless sooner terminated pursuant to Section 7 of this Agreement, shall continue until the close of business on the third anniversary of the date hereof. At the end of such original period, the Employment Period shall be automatically extended thereafter for successive one-year periods unless sooner terminated pursuant to
Section 7 of this Agreement or unless either party notifies the other party in writing at least 90 days prior to the scheduled expiration of the Employment Period that it does not wish to extend the Employment Period for any additional one-year periods. 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.

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 if so determined by the Board of Directors in its absolute and sole discretion.

(b) Restricted Stock. As of the date of this Agreement, Executive shall be granted 30,000 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 pursuant to Section 4 of the Restricted Stock Agreement. Of the 30,000 shares of Restricted Stock, one-half of those shares (15,000) shall vest pursuant to the bonus awards in
Section 5(d) of this Agreement. Any share of Restricted Stock that does not vest on the first date that such share was eligible to vest because Executive did not receive the Maximum Bonus Award shall be forfeited on that date and shall never vest. The other half of the 30,000 shares of Restricted Stock (15,000) shall vest over time as described in Section 4 of the Restricted Stock Agreement.

(c) Nonqualified Stock Options. As of the date hereof, Executive shall be granted non-qualified stock options to purchase 250,000 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. Such bonus awards shall be based upon the Company's annual financial results, as reflected in the Company's audited financial statements for such period, and shall consist of a cash payment and a vesting of Restricted Stock. The maximum bonus award in any calendar year equals a cash payment of $500,000 and a vesting of 3,000 shares of Restricted Stock ("Maximum Bonus Award"). However, after all 15,000 shares of Restricted Stock have either been vested or forfeited, the Maximum Bonus Award shall consist solely of an annual cash payment of $500,000, plus the vesting of any additional shares of restricted stock that the Board of Directors may in its sole discretion determine to make available to Executive. The bonus award during Executive's employment with the Company shall be determined as follows:

(i) 1997. The bonus, if any, for the period beginning as of the date of this Agreement and ending December 31, 1997 shall be determined in accordance with the performance goals set forth below. The cash payment portion of Maximum Bonus Award for 1997 shall be reduced on a pro-rata basis to reflect that


this period is less than a full calendar year, but vesting of Restricted Stock shall not be reduced on a pro-rated basis and Executive shall have the opportunity to vest in 3,000 shares of Restricted Stock if the Maximum Bonus Award is attained. The cash portion of the Maximum Bonus Award for 1997 shall be multiplied by a fraction, the numerator of which is the number of days between the date on which Executives' employment hereunder commences and December 31, 1997, and the denominator of which is 365. The pro-rated cash payment and the full vesting that Executive may earn in 1997 is referred to herein as the "1997 Maximum Bonus Award." The portion of the 1997 Maximum Bonus Award to be awarded to Executive shall be determined as follows:

(A) Executive shall have the opportunity to receive up to one-half of the 1997 Maximum Bonus Award based on the Board's determination of whether the qualitative goals set forth on Exhibit C to this Agreement have been met during 1997;

(B) Executive shall have the opportunity to receive up to one-quarter of the 1997 Maximum Bonus Award based on the Company's achievement of its revenue target as provided in the Company's 1997 operational plan ("1997 Revenue Target"). Executive shall receive a portion of the 1997 Maximum Bonus Award under this Section 7(d)(i)(B) equal to 25 multiplied by the "Revenue Factor." The Revenue Factor shall be a percentage ranging from 0% to 100%, with 100% representing that the Company's 1997 revenue is equal to or exceeds the 1997 Revenue Target, and with 0% representing that the Company's 1997 revenue is equal to or less than the Company's 1996 revenue. If the Company's 1997 revenue is greater than its 1996 revenue, but less than its 1997 Revenue Target, the Revenue Factor shall equal a fraction, the numerator of which is the Company's 1997 revenue minus the Company's 1996 revenue, and the denominator of which is the 1997 Revenue Target minus the Company's 1996 revenue; and

(C) Executive shall have the opportunity to receive up to one-quarter of the 1997 Maximum Bonus Award based on the Company's achievement of its earnings from continuing operations before interest and taxes ("EBIT") target as provided in the Company's 1997 operational plan ("1997 EBIT Target"). Executive shall receive a portion of the 1997 Maximum Bonus Award under this
Section 7(d)(i)(C) equal to 25 multiplied by the "EBIT Factor." The EBIT Factor shall be a percentage ranging from 0% to 100%, with 100% representing that the Company's 1997 EBIT is equal to or exceeds the 1997 EBIT Target, and with 0% representing that the Company's 1997 EBIT is equal to or less than the Company's 1996 EBIT. If the Company's 1997 EBIT is greater than its 1996 EBIT, but less than its 1997 EBIT Target, the EBIT Factor shall equal a fraction, the numerator of which is the Company's 1997 EBIT minus the Company's 1996 EBIT, and the denominator of which is the 1997 Target EBIT minus the Company's 1996 EBIT.

(ii) Calendar Years 1998 and Thereafter. 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. The Board of Directors shall establish goals each year based on the approved operational plan and budget, and Executive shall receive a percentage of the Maximum Bonus Award, up to 100%, depending on whether the Company attains all or a portion of the goals that the Board of Directors has established for that year.

Any of the Company's financial results that are used to calculate bonuses under this Section 7(d) shall be taken only from the Company's audited financial statements for the applicable year.


(iii) Payment of Bonuses and Vesting of Restricted Stock. 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. Any shares of Restricted Stock that vest as a result of Executive receiving all or a portion of the Maximum Bonus Award shall become vested on the same date that the cash bonus is paid to Executive. No bonuses will be paid to Executive, and no shares of Restricted Stock shall vest, 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 after a year has ended but before the bonus becomes payable for such year.

(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. In addition, the Company's contribution on behalf of Executive under the CDI Corporation Excess Benefit Plan in a particular plan year shall be calculated as if compensation under the Excess Benefit Plan included any bonus awards made under Section 5(d) for that plan year, including the fair market value of any shares of Restricted Stock that became vested (whether automatically or as part of a bonus award), as determined as of the date on which they vest, in that plan year. Executive shall begin participation in the Company's disability insurance programs as of the date his employment commences hereunder, notwithstanding any terms of such programs to the contrary.

(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) Temporary Housing and Relocation. Executive currently maintains a primary residence in the Chicago metropolitan area ("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"). The Company shall reimburse Executive for the reasonable cost of maintaining a temporary residence in the Philadelphia metropolitan area until the earlier of (i) Executive occupying his New Residence, or (ii) September 1 1997. Before July 1, 1997 the Company shall, at its cost, hire two independent appraisers to assess the fair market value of Executive's Current Residence (the "Appraisals"). After the Appraisals are made and communicated to Executive, he shall be given 14 days to decide whether he wishes to sell his Current Residence on his own, or whether he wishes to transfer his Current Residence to the Company or its designee, and to receive from the Company or its designee an amount equal to the average of the two Appraisals. To the extent not mentioned above, the Company shall reimburse Executive for any additional reasonable moving expenses he incurs for himself and his family in connection with their relocating from the Chicago metropolitan area to the Philadelphia metropolitan area, in accordance with the Company's policies generally applicable to its senior executive officers.

(b) Ordinary Business Expenses. 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 at any time or for any reason, 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) delivery by the Company to Executive of a 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 90 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) 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;

(v) receipt of notice from Executive of Executive's intention to terminate his employment with the Company; or

(vi) receipt of reliable information from another source of Executive's intention to terminate his employment with the Company unless Executive 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


Executive whether its information regarding his intended termination is accurate.

(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 hereof through the date of Executive's termination of employment hereunder, and (ii) any obligations as set forth in
Section 7(e).

(e) In the event of any termination of Executive's employment by the Company other than for Cause, by Executive for Good Reason, as hereinafter defined, or as a result of Executive's death or Disability, the Company shall continue to pay Executive his Base Salary in the same intervals and amounts that were in effect immediately prior to termination, until the later of (i) one year from the date of such termination or (ii) the next scheduled expiration of the Employment Period, without regard for any renewals that would or might have taken place but for Executive's termination of employment. The period during which the Company is required to continue to pay Executive his Base Salary under this Section 7(e) is referred to as the "Severance Period." 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.

(i) "Good Reason" exists if the Executive voluntarily terminates employment with the Company following a Change in Control, as hereinafter defined, because (A) Executive is assigned duties that are demeaning or otherwise materially inconsistent with the duties currently performed by Executive, or (B) Executive's place of employment with the Company is moved outside the Philadelphia metropolitan area. 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 (A) any "person" (as such term is used in Sections 13(d) and
14(d) of the Act), other than the Company or any "person" who on the date hereof is a director or officer of the Company, 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; or (B) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least a majority of the directors then in office who were members of the Incumbent Board or whose election was approved by the Incumbent Board.


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

(g) 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.

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 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 be supervising the operations and employees of the Company, will 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 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 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 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) If Executive's employment is terminated for any reason, including resignation by Executive or termination by the Company, with or without Cause, then 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, 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 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:

Mitchell Wienick
18 Polo Drive
S. Barrington, IL 60010

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.

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 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.

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

COMPANY:

CDI CORP.


By:  /s/ Walter R. Garrison
       President and Chief Executive Officer

EXECUTIVE:

/s/ Mitchell Wienick



(EXHIBIT A)

CDI CORP.

RESTRICTED STOCK AGREEMENT

This RESTRICTED STOCK AGREEMENT (the "Agreement") is entered into as of this 11th day of March, 1997 between CDI Corp., a Pennsylvania corporation (the "Company"), and Mitchell Wienick ("Executive").

SECTION 1. Grant of Restricted Stock.

The Company hereby grants to Executive 30,000 shares of the Company's common stock par value $.10 per share, subject to restrictions set forth herein. The Company, immediately following the execution of this Agreement, will issue or transfer 30,000 shares of the Company's common stock ("Stock") to Executive. The Stock shall consist of 10 certificates of 3,000 shares each 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.

SECTION 4. Vesting of Restricted Stock.

Executive will vest, if at all, in one-half of the number of shares of Stock (15,000 shares) pursuant to the terms of Section 5(d) of the Employment Agreement between Executive and the Company, dated March 11, 1997 (the "Employment Agreement"). Executive will vest in the other half of the shares of Stock (the "15,000 Time-Vesting Shares") as follows: (i) 3,000 shares on the first anniversary of the date of the Employment Agreement, (ii) 3,000 shares on the second anniversary of the date of the Employment Agreement, (iii) 3,000 shares on the third anniversary of the date of the Employment Agreement, (iv) 3,000 shares on the fourth anniversary of the date of the Employment Agreement, and (v) 3,000 shares on the fifth anniversary of the date of the Employment Agreement. If Executive is terminated by the Company other than for Cause or as a result of Executive's death or Disability, or if Executive terminates for Good Reason, as such terms are defined in the Employment Agreement, Executive shall continue to vest in the 15,000 Time-Vesting Shares 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 15,000 Time-Vesting Shares 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 any other reason than as specified in the immediately preceding sentence, none of the unvested 15,000 Time-Vesting Shares 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.

SECTION 5. Forfeiture of Stock.

Executive shall forfeit all remaining escrowed Stock upon the termination of his service as an employee of the Company for any reason other than a termination of his service by the Company without Cause, 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. Executive shall also forfeit any shares of escrowed Stock that were subject to vesting under Section 5(d) of the Employment Agreement, but which did not vest thereunder in a given year because Executive was not entitled to the Maximum Bonus Award for that year. 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 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.

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.

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.

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:   /s/ Walter R. Garrison
      President and Chief Executive Officer

EXECUTIVE:


/s/  Mitchell Wienick



(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. Non-Qualified Stock Option and Stock Appreciation Rights Plan, as amended (the "Plan") hereby grants to Mitchell Wienick (the "Optionee") an option (the "Option" when reference is made to the right to purchase all of the Shares) to purchase up to 250,000 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 March 11, 1997 (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;

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

(vi) receipt of reliable information from another source of Optionee's intention to terminate his employment with the Company 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 (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Act), other than the Company or any "person" who on the date hereof is a director or officer of the Company, 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; or (ii) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least a majority of the directors then in office who were members of the Incumbent Board or whose election was approved by the Incumbent Board.

(d) "Committee" means the Stock Option 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 March 11, 1997, 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.

(j) "Good Reason" exists if the Optionee voluntarily terminates employment with the Company 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, or (ii) the Optionee's place of employment with the Company is moved outside the Philadelphia metropolitan area. 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) "Group I Shares" means 200,000 shares of Stock subject to this Option.

(l) "Group II Shares" means 50,000 shares of Stock subject to this Option.

(m) "Group II Threshold" means the Fair Market Value of the Stock has been greater than or equal to $90.00 per share for 180 consecutive days, including non-trading days.

(n) "Group(s)" means one or more of the two groups into which the shares of Stock subject to this Option are divided.


(o) "Option Price" means $33.25, representing the Fair Market Value of a share of Stock on the last trading date immediately preceding the Date of Grant.

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

(q) "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. March 11, 2007.

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 hereof. If vested, the Option may be exercised at any time after vesting until the Termination Date in whole or in part.

SECTION 4. Option Vesting.

Subject to the accelerated vesting provisions of Section 4(c), the Option will vest as follows:

(a) the Group I Shares shall vest as follows:

(i) 50,000 shares on the second anniversary of the Date of Grant,

(ii) 50,000 shares on the third anniversary of the Date of Grant,

(iii) 50,000 shares on the fourth anniversary of the Date of Grant,

(iv) 50,000 shares on the fifth anniversary of the Date of Grant, and

(b) the Group II Shares shall vest on the fifth anniversary of the Date of Grant.

Notwithstanding the above, no Shares will vest on or after the Termination Date except as provided in Section 4(c) below.

(c) Accelerated Vesting. In addition to the vesting provisions above, the Option shall vest and be immediately exercisable upon the termination of the Optionee's employment with the Company following a Change in Control of the Company if such termination is by the Company without Cause or by the Optionee for Good Reason. In addition, if the Company terminates Optionee's employment without Cause prior to three years after the Date of Grant, any of the Group I Shares specified in Section 4(a)(i) and Section 4(a)(ii) which have not vested shall


vest and become immediately exercisable upon such termination of employment.

SECTION 5. 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.

SECTION 6. 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 7. Restriction on Transfer Rights of Shares.

Whenever Group I Shares are purchased through the exercise of all or a portion of the Option, one-half of the purchased Shares may not be sold or transferred until the second anniversary of their respective Dates of Exercise, and the other half may be sold or transferred at any time on or after their respective Dates of Exercise. Whenever Group II Shares are purchased through the exercise of all or a portion of the Option, the purchased Shares may not be sold or transferred until the earlier of (a) the date which is the first anniversary of the date on which the Group II Threshold is met, or (b) the ninth anniversary of the Date of Grant of the Option.

With respect to any Shares the sale or transfer of which is restricted under this Section 7, Optionee may not engage in any transaction designed to provide him with substantially the same economic benefit of a sale of any Shares so restricted, such as a short sale or a sale of a put option. Certificates representing any Shares so restricted will be inscribed with an appropriate legend prohibiting such transfer.

SECTION 8. 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 and the Group as to which the Option is exercised. Each such notice shall be irrevocable once given. Notice of exercise must be accompanied by full payment.

SECTION 9. 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 10. Issuance of Certificates; Payment of Taxes.

(a) The Option can only be exercised as to whole shares of Stock. Upon exercise 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 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 9 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 11. 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 10 above.

SECTION 12. 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 13. 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 and the Group II Threshold.

SECTION 14. 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 as of the Date of Grant.

For the Stock Option Committee OPTIONEE of the Board of Directors of
CDI Corp.


By:   /s/ Walter E. Blankley                 /s/  Mitchell Wienick



EMPLOYMENT AGREEMENT
CDI CORP. AND MITCHELL WIENICK

EXHIBIT C

1997 QUALITATIVE CEO CDI CORP GOALS

- RECRUIT AND HIRE NEW CFO, COO, AND SENIOR VP OF HUMAN
RESOURCES; ASSESS NEED FOR NEW CIO, SENIOR VP OF MARKETING AND OUTSIDE COMMUNICATIONS RESOURCES TO HELP MANAGE INVESTOR RELATIONS, PUBLIC RELATIONS, AND BRAND IMAGING AND COMMUNICATIONS.

- HELP FINALIZE SALE OR TERMINATION OF AUTOMOTIVE DEVELOPMENTAL
ENGINEERING AND AUTOMOTIVE MANUFACTURING TECHNOLOGY OPERATIONS AND INTEGRATION OF RETAINED STAFFING OPERATIONS INTO CDI'S NATIONAL STAFFING OPERATION.

- REVIEW BUSINESS IN DEPTH WITH SENIOR LEADERSHIP OF ALL KEY
BUSINESSES - TECHNICAL SERVICES, CDI ENGINEERING, TODAY'S
TEMPORARY, AND MRI.

- MAKE PRELIMINARY ASSESSMENT OF SENIOR LEADERSHIP AND
SUCCESSION PLANS/PROCESS.

- FORMALLY MEET WITH DECISION MAKER/BUYERS OF CDI'S TOP 5
ACCOUNTS WITHIN EACH MAJOR BUSINESS TO ASSESS CURRENT "GO TO
MARKET" STRENGTHS, WEAKNESSES, OPPORTUNITIES, AND THREATS.

- IDENTIFY TOP 3 COMPANY STRATEGIC PRIORITIES AND REVISIT VISION
AND MISSION FOR POSSIBLE CHANGES.

- EVALUATE MRI STRATEGIC FIT IN COMPANY PORTFOLIO; REDESIGN
SENIOR MANAGEMENT INCENTIVE PLAN FOR THIS ORGANIZATION.

- INITIATE CREATION OF ROBUST/INTERACTIVE COMPANY WEB SITE.

- EVALUATE CURRENT STATUS AND PROPOSE NEXT STEPS ON EVA ROLL-OUT
AND IMPLEMENTATION AS WELL AS OVERALL SENIOR MANAGEMENT
INCENTIVE PLANS.

- DEVELOP RECOMMENDATION ON SIZE OF BOARD OF DIRECTORS AND
MEMBERSHIP.

- ESTABLISH PRIME ACQUISITION TARGET LIST

- IDENTIFY POTENTIAL INTERNATIONAL PARTNERS/ACQUISITION TARGET
LIST.