Exhibit 10.d.

                                    CDI CORP.

                              2000 STOCK UNIT PLAN

                         Article 1. General Description

     The CDI Corp.  2000 Stock Unit Plan  provides  designated  employees of the
Company with the  opportunity  to earn shares of CDI Stock,  when  predetermined
terms and conditions, including a vesting period, have been satisfied.

                     Article 2. Purpose and Effective Date

     2.1. Purpose.  The purpose of the Plan is to provide additional  incentives
to employees  thereby  promoting  the Company's  long-term  growth and financial
success by (i) attracting and retaining employees of outstanding  ability,  (ii)
strengthening the Company's  capability to develop and maintain a highly-skilled
and motivated  workforce,  (iii)  providing an effective  means for employees to
acquire and maintain ownership of CDI Stock, (iv) motivating  selected employees
to  achieve  long-range  performance  goals  and  objectives  and (v)  providing
incentive  compensation  opportunities  competitive  with  those of other  major
corporations.

     2.2.  Effective Date and  Termination of the Plan. The Plan is effective as
of June 30, 2000 and may be suspended or terminated at any time by the Board.

                             Article 3. Definitions

     The  following  words and phrases used in the Plan shall have the following
meanings  unless a different  meaning is plainly  required by the  context:

     3.1 "Account" means a bookkeeping  account  maintained for each Participant
in which is recorded  all  information  related to grants of Stock Units and the
issuance of CDI Stock under the Plan.

     3.2 "Award" means the grant of Stock Units to a Participant under the Plan.

     3.3  "Award  Certificate"  means  a  written  confirmation  furnished  to a
Participant of an Award of Stock Units under the Plan.

     3.4 "Board" means the Board of Directors of CDI Corp.

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     3.5 "CDI Stock" means common stock,  par value $.10 per share, of CDI Corp.

     3.6 "Committee" means the CDI Corp. Compensation Committee.  The members of
the Committee shall be "Non-Employee Directors" within the meaning of Rule 16b-3
under the Securities Exchange Act of 1934.

     3.7 "Company", as the context requires,  means CDI Corp., CDI Corp. and its
subsidiaries or the individual subsidiary of CDI Corp. which employs an Eligible
Employee.

     3.8 "Eligible Employee" means an employee (or group of employees identified
by job  classification)  of the Company who has been  designated  as eligible to
participate in the Plan by the Committee.

     3.9 "Grant Date" means the date on which the Committee grants an Award to a
Participant.

     3.10 "Participant" means an Eligible Employee who is granted an Award under
the Plan.

     3.11 "Plan" means this CDI Corp. 2000 Stock Unit Plan, as amended from time
to time.

     3.12 "Retirement" means a Participant's  leaving the employ of the Company:

     (i)  on or  after  the  date  that  the  Participant  satisfies  one of the
          following combinations of age and years of service with the Company:

          -    60 years of age and 20 years of service;

          -    62 years of age and 15 years of service; or

          -    65 years of age and 5 years of service.

     (ii) at such earlier date as may be approved by the Committee,  in its sole
          discretion.

     3.13 "Stock  Unit" means a  bookkeeping  entry in a  Participant's  Account
which  represents a right to one share of CDI Stock upon the satisfaction of the
Vesting  Period  and any  other  conditions  which  the  Committee,  in its sole
discretion, may impose.

     3.14 "Vesting Period" means that period of time which must elapse following
the Grant Date before CDI Stock is issued in exchange for the Stock Units.

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                           Article 4. Administration

     4.1 General.  The Plan shall be  administered  by the  Committee.

     4.2  Plan  Interpretation.  The  Committee  shall  have the  authority  and
responsibility  to  interpret  and  construe  the Plan and decide all  questions
arising thereunder,  including, without limitation, questions of eligibility for
participation,  the number of Stock Units  credited to an Account and the timing
of the  exchange of CDI Stock for Stock Units,  and shall have the  authority to
deviate  from  the  literal  terms  of the  Plan  to the  extent  the  Committee
determines it to be necessary or  appropriate  to operate the Plan in compliance
with the provisions of applicable  law. The Committee's  interpretations  of the
Plan, and all actions taken and determinations made by the Committee pursuant to
the  powers  vested in it  hereunder,  shall be  conclusive  and  binding on all
parties concerned,  including the Company and any employee.

     4.3  Responsibilities and Reports. The Committee may, pursuant to a written
instruction,  delegate  specific  duties  and  responsibilities  to other  named
persons;  provided,  however,  that  any  such  delegation  may not  violate  or
otherwise  contravene any  requirement of applicable law. The Committee shall be
entitled  to  rely  conclusively  upon  all  tables,  valuations,  certificates,
opinions and reports that are furnished by any accountant,  controller, counsel,
or other person who is employed or engaged for such purposes.

     4.4  Powers of  Committee.  Subject  to the  provisions  of the  Plan,  the
Committee  shall have all necessary  powers to administer and interpret the Plan
including,   without  limitation:

          (i)  The authority to adopt such rules,  regulations  and  instruments
               for the  administration  of the Plan and for the  conduct  of its
               business as the Committee deems necessary or advisable;

          (ii) The  authority  to designate  which  employees of the Company are
               Eligible Employees;


          (iii)The  Committee  may correct any defect or supply any  omission or
               reconcile any inconsistency in the Plan in such manner and to the
               extent the  Committee  shall  determine in order to carry out the
               purposes of the Plan.

                            Article 5. Participation

     5.1  Participation.  Subject to the terms and  conditions  of the Plan,  an
Award of Stock Units may be made to any  Participant  selected by the Committee.

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In making this selection and in  determining  the amount and terms of any Award,
the Committee may give  consideration to the functions and  responsibilities  of
the  respective  Participant,  his or her  contributions  to the  success of the
Company,  the value of his or her service to the  Company  and any other  factor
deemed relevant by the Committee.

                           Article 6. Grant of Awards

     6.1 General.  Stock Units shall be granted to a Participant in such amount,
and subject to such terms and conditions, as the Committee shall determine.

     6.2  Award  Certificate.   Each  Award  shall  be  evidenced  by  an  Award
Certificate specifying the number of Stock Units granted, the Vesting Period and
any other terms and conditions of the Award.

     6.3  Credits to  Account.  Stock Units  granted to a  Participant  shall be
credited to the  Participant's  Account.  The Account  shall be the  bookkeeping
record of the Stock Units granted to the  Participant  under the Plan,  shall be
solely for  accounting  purposes,  and shall not require the  segregation of any
Company assets.

                    Article 7. Vesting Period of Stock Units

     7.1  Vesting  Period.  Stock  Units  granted  to a  Participant  shall vest
according to the Vesting Period determined by the Committee and set forth in the
Participant's Award Certificate.  Except as provided in Section 7.2 or otherwise
determined  by the  Committee,  if a  Participant's  service with the Company is
terminated for any reason before becoming 100% vested in his or her Stock Units,
such Participant's  interest in the Stock Units and all rights to benefits under
the Plan shall be forfeited.

     7.2  Notwithstanding  the  provisions  of  Section  7.1,  unless  otherwise
provided in a  Participant's  Award  Certificate,  all Stock Units  granted to a
Participant shall vest upon the  Participant's  termination of employment by the
Company  other than for  cause,  death,  disability  or  Retirement.

                       Article 8. Payment for Stock Units

     8.1 Payment.  When a Participant's  Stock Units become vested in accordance
with the applicable Vesting Period, and all other terms and conditions under the
Award  Certificate have been satisfied,  a certificate for a number of shares of
CDI Stock  equal to the number of vested  Stock Units will be  delivered  to the
Participant as soon as  administratively  feasible,  and the corresponding Stock
Units will be cancelled.

     8.2 Death of  Participant.  If a Participant  dies,  shares of CDI Stock to
which the Participant is entitled under the Plan and any Award Certificate shall
be paid to his or her surviving spouse, or if there is no such surviving spouse,
to the Participant's estate.

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                         Article 9. General Provisions

     9.1  Limits  as  to  Transferability.  Unless  otherwise  provided  by  the
Committee, Stock Units are not transferable by the Participant otherwise than by
will  or,  if the  Participant  dies  intestate,  by the  laws  of  descent  and
distribution.

     9.2 Shareholder  Rights and Privileges.  A Participant shall have no rights
as a  shareholder  with  respect to any shares of CDI Stock  covered by an Award
until the issuance of a stock  certificate to the Participant  representing such
shares.

     9.3 Shares  Available Under the Plan. The CDI Stock to be offered under the
Plan will be authorized  but unissued CDI Stock or CDI Stock  previously  issued
and outstanding and reacquired by the Company.

     9.4  Adjustments  Upon  changes  in Stock.  In case of any  reorganization,
recapitalization,  stock split, stock dividend,  combination of shares,  merger,
consolidation,  rights offering, or any other changes in the corporate structure
or shares of the Company,  appropriate  adjustments may be made by the Committee
(or if the Company is not the surviving corporation in any such transaction, the
board of  directors  of the  surviving  corporation)  in the  number and kind of
shares subject to unvested Awards.

     9.5  Amendment,  Suspension,  and  Termination  of  Plan.  The  Board  or a
designated committee may suspend or terminate the Plan or any portion thereof at
any time, and may amend the Plan from time to time in such respects as the Board
may deem advisable.

     9.6 Nonuniform  Determinations.  The Committee's  determinations  under the
Plan,  including without  limitation,  the determination of Eligible  Employees,
need not be uniform and may be made by it selectively among Participants whether
or not such Participants are similarly situated.

     9.7 No Right to Employment or Continued Service.  Neither the action of the
Company in establishing  the Plan, nor any action taken by it or by the Board or
the Committee  under the Plan,  nor any provision of the Plan or any  Agreement,
shall be  construed  as giving to any  person  the right to be  retained  in the
employ of the Company.

     9.8  Funding;  Unsecured  Status.  The  Company  will  not be  required  to
segregate or hold separately  from its general assets any amounts  credited to a
Participant's  Account,  and shall be under no obligation  whatsoever to fund in
advance any amounts under the Plan.  The right of a  Participant  to receive any
amounts  or shares  of CDI Stock  under  the Plan  shall be an  unsecured  claim
against the Company.

                                   *    *    *    *

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     To record the  adoption of the Plan,  CDI Corp.  has caused its  authorized
officers to affix its corporate name this 14th day December, 2000.


[CORPORATE SEAL]


Attest:                                       CDI Corp.



/s/ Joseph R. Seiders                          /s/ John M. Coleman
-------------------------------------         ---------------------------------
     Joseph R. Seiders                             John M. Coleman
     Sr. V. P. & Secretary