CDI CORP.

                             STOCK PURCHASE PLAN FOR
                 MANAGEMENT EMPLOYEES AND NON-EMPLOYEE DIRECTORS


                         Article 1. General Description

     The CDI Corp. Stock Purchase Plan for Management Employees and Non-Employee
Directors (the "Plan") provides designated management employees and non-employee
members of the Company's Board of Directors with the opportunity to purchase CDI
Stock on a pre-tax basis.  In addition,  many  Participants  will be eligible to
receive an additional contribution of CDI Stock from the Company.

     Under the Plan,  management  employees  use a portion of their Annual Bonus
Awards and  non-employee  directors  use a portion of their  Directors'  Fees to
purchase "units", each of which represents a share of CDI Stock. After a Vesting
Period  elapses,  a number of shares of CDI Stock equal to the number of "units"
which have vested will be delivered to the Participant.


                     Article 2. Purpose and Effective Date

     2.1. Purpose.  The purpose of the Plan is to provide  financial  incentives
for selected management  employees and non-employee  directors thereby promoting
the Company's  long-term  growth and  financial  success by (i)  attracting  and
retaining  management  employees  and  non-employee   directors  of  outstanding
ability,  (ii) strengthening the Company's  capability to develop and maintain a
highly-skilled   and   motivated   management   team  and  Board  of  Directors,
(iii) providing  an  effective  means  for  selected  management  employees  and
non-employee  directors  to acquire and maintain  ownership  of CDI Stock,  (iv)
motivating selected management 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 January 1, 1998 and may be 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 "Annual  Bonus Award" means an incentive  payment made  pursuant to the
Management Bonus Program applicable to an Eligible Employee of the Company.

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

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     3.3  "Cause"   shall  be  deemed  to  exist,   with   respect  to  Director
Participants,  only if the Board  determines,  in  accordance  with CDI  Corp.'s
by-laws,  that grounds  exist for the removal of the  director.  With respect to
Employee Participants,  Cause shall have the same meaning as is set forth in the
Employee  Participant's  employment  agreement with the Company.  If there is no
such  agreement,  then Cause  shall  mean any of the  following:

          (i)  rendering  services  while  under the  influence  of  alcohol  or
               illegal drugs;

          (ii) performing  any act of  dishonesty  in rendering  services to the
               Company,  including falsification of records, expense accounts or
               other reports;

          (iii)conviction,  whether  by  judgment  or plea,  of any crime  which
               constitutes a felony or which constitutes a misdemeanor involving
               violence, fraud, embezzlement, or theft;

          (iv) violation of any law or agreement which results in the entry of a
               judgment  or  order   enjoining   or   preventing   the  Employee
               Participant  from such  activities  as are  essential  to perform
               services for the Company;

          (v)  violation  of any of the  Company's  policies  which  provide for
               termination  of  employment  as a  possible  consequence  of such
               violation;

          (vi) engaging  in  conduct  which  is  injurious  (other  than  to  an
               immaterial extent) to the Company;

          (vii)the Company's receipt of reliable  information from any source of
               the Employee Participant entering into or intending to enter into
               competition with the Company; or

          (viii) refusal to perform  such duties as may be delegated or assigned
               to  the  Employee  Participant,   consistent  with  the  Employee
               Participant's position, by his or her supervisor.

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

     3.5 "Committee" means the CDI Corp. Compensation Committee.  The members of
the  Committee  shall be  "Outside  Directors"  as  defined or  interpreted  for
purposes  of Section  162(m) of the  Internal  Revenue  Code and  "Disinterested
Persons"  within the meaning of Rule 16b-3 under the Securities  Exchange Act of
1934.

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     3.6 "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.  For purposes of Director  Participants,  Company  shall mean only CDI
Corp.

     3.7  "Director's  Fees"  means  retainer  fees paid by the  Company  in any
Director Year to a non-employee member of the Board.

     3.8 "Director Participant" means an Eligible Director who has purchased SPP
Units.

     3.9 "Director  Year" means the period from the Company's  Annual Meeting of
Shareholders  at which a director  is elected to the Board until the next Annual
Meeting of Shareholders and generally means from May through April.

     3.10  "Eligible  Director"  means a  non-employee  member  of the Board who
receives Director's Fees.

     3.11  "Eligible  Employee"  means an  employee  of the Company who has been
designated by the Committee as being eligible to participate in the Plan.

     3.12 "Employee  Participant"  means an Eligible  Employee who has purchased
SPP Units.

     3.13 "Fair  Market  Value"  means the closing  price of actual sales of CDI
Stock on the New York Stock Exchange composite tape on a given date or, if there
are no such sales on such date,  the closing price of CDI Stock on such Exchange
on the last date on which there was a sale.

     3.14 "Fiscal  Year" means the fiscal year of the  Company,  which ends each
December 31.

     3.15 "Participant" means an Employee Participant or Director Participant.

     3.16  "Personal  Representative"  means the person or persons who, upon the
death, disability or incompetency of a Participant, shall have acquired, by will
or by the laws of descent and  distribution or by other legal  proceedings,  the
right to any SPP Unit or underlying shares of CDI Stock.

     3.17 "SPP Account" means the account  maintained for a Participant in which
is recorded all  information  related to purchases of SPP Units and the issuance
of CDI Stock under the Plan.

     3.18  "SPP  Unit"  means  a  bookkeeping   entry  which  is  entered  in  a
Participant's  SPP Account  which  represents  a right to one share of CDI Stock
upon the satisfaction of the Vesting Period applicable to such SPP Unit and upon
the satisfaction of any other

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conditions which the Committee may impose.

     3.19 "Vesting Period" means that period of time which must elapse following
a Participant's  purchase of an SPP Unit, or the Company's matching contribution
of an SPP Unit, before CDI Stock is issued in exchange for the SPP Units.


                       Article 4. Employee Participation

     An Eligible Employee  participates in the Plan by using a portion of his or
her Annual Bonus Award to purchase SPP Units.  Participation is either mandatory
or voluntary.

     4.1 Mandatory  Participation.  Certain senior executives  designated by the
Committee are required to  participate in the Plan and will  automatically  have
25%, or such other  percentage as the Committee  may  determine,  of the pre-tax
amount of their Annual Bonus Awards withheld and used to purchase SPP Units.

     4.2 Voluntary  Participation.  Any Eligible  Employee may  participate on a
voluntary basis by electing to have up to 25%, or such other maximum  percentage
as the Committee may determine, of the pre-tax amount of his or her Annual Bonus
Award  withheld and used to purchase  SPP Units.  For those  Eligible  Employees
subject to mandatory participation, this amount is in addition to the automatic,
required withholding described in 4.1.

     4.3 Company  Matching  Contributions.  Unless  otherwise  determined by the
Committee,  the  Company  will  make  a  matching  contribution  to an  Employee
Participant's SPP Account of one SPP Unit for every three SPP Units purchased by
the Employee Participant through voluntary, but not mandatory, participation.

     4.4  Calculation of SPP Units and Crediting of SPP Accounts.  The number of
SPP Units which will be credited to an Employee  Participant's  SPP Account will
be calculated by dividing the amount of the Employee  Participant's Annual Bonus
which is being used to purchase SPP Units by the Fair Market Value of a share of
CDI  Stock on the date the  Employee  Participant's  SPP  Account  is  credited.
Employee  Participants'  SPP  Accounts  will be so  credited  as  promptly as is
practicable  following  the public  release of the Company's  audited  financial
results for the Fiscal Year for which the applicable Annual Bonus Award is being
calculated.

     4.5 Employee Participant Elections. On or before June 30th of each year, or
such other date as the Committee may  determine,  an Employee  Participant  must
notify the Company of (i) that percentage of the Employee  Participant's  Annual
Bonus  Award,  if any,  which the Employee  Participant  will earn for that year
which the Employee Participant elects to use to purchase SPP Units, and (ii) the
number of years  which the  Employee  Participant  elects to have in the Vesting
Period for those SPP Units.  If the Employee  Participant  fails to make such an
election,  the Employee  Participant  will be

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deemed to have elected not to make any voluntary purchases of SPP Units for that
year and to have elected a three year vesting period for any SPP Units purchased
through mandatory participation for that year.

                       Article 5. Director Participation

     An Eligible Director  participates in the Plan by using a portion of his or
her Director's Fees to purchase SPP Units.  Participation is either mandatory or
voluntary.

     5.1 Mandatory Participation.  Certain Eligible Directors may be required to
participate in the Plan to fulfill stock ownership  requirements  established by
the Board  and will  automatically  have the  appropriate  amount,  as the Board
determines,  of the pre-tax amount of their Director's Fees withheld and used to
purchase SPP Units.

     5.2 Voluntary  Participation.  Eligible  Directors may voluntarily elect to
have up to 100% of the pre-tax amount of their Director's Fees withheld and used
to purchase SPP Units.

     5.3 Company  Matching  Contributions.  Unless  otherwise  determined by the
Committee,  the  Company  will  make  a  matching  contribution  to  a  Director
Participant's SPP Account of one SPP Unit for every three SPP Units purchased by
the Director Participant through voluntary, but not mandatory, participation.

     5.4  Calculation of SPP Units and Crediting of SPP Accounts.  The number of
SPP Units that will be credited to a Director  Participant's SPP Account will be
calculated by dividing the amount of the Director's  Fees that are being used to
purchase  SPP Units by the Fair Market Value of a share of CDI Stock on the date
the Director Participant's SPP Account is credited.

     5.5 Director  Participant  Elections.  Prior to the first day of a Director
Year, the Director Participant must notify the Company of (i) that percentage of
such  Director's  Fees  for  that  Director  Year,  if any,  that  the  Director
Participant  elects to use to purchase  SPP Units,  and (ii) the number of years
which the Director  Participant  elects to have in the Vesting  Period for those
SPP Units.  If the  Director  Participant  fails to make such an  election,  the
Director  Participant  will be deemed to have elected not to make any  voluntary
purchases  of SPP Units for that year and to have  elected a three year  vesting
period for any SPP Units  purchased  through  mandatory  participation  for that
year.

                               Article 6. Vesting

     6.1 All SPP Units purchased or contributed to a  Participant's  SPP Account
for a particular  year will be subject to a Vesting  Period of from three to ten
years,  as chosen by the  Participant.  A Vesting Period chosen for a particular
year's SPP Units will be

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applicable to all SPP Units acquired for that year - whether  through  mandatory
or voluntary  purchase or through matching  Company  contribution - and will run
from the date the SPP Units are credited to the Participant's SPP Account.

     6.2 When a Vesting Period elapses,  a certificate for a number of shares of
CDI Stock  equal to the number of SPP Units  which were  subject to the  elapsed
Vesting Period will be delivered to the  Participant,  and the SPP Units will be
cancelled.

     6.3 SPP Units may not be sold,  pledged or  transferred  during the Vesting
Period.

     6.4 If a  Participant's  employment or service with the Company  terminates
before the Vesting Period applicable to any SPP Units has elapsed, the following
will apply:

          (i)  if the  termination  occurs  less  than  three  years  after  the
               purchase of the SPP Units and is by the Company for Cause or as a
               result  of  the   Participant's   resignation   (other  than  for
               retirement),  the Participant  will receive,  in cash and not CDI
               Stock,  the  lesser of the  amount  paid for the SPP Units or the
               then current market price of the underlying  shares of CDI Stock.
               (Participants  will forfeit any SPP Units  credited to his or her
               account as a result of matching Company contributions); or

          (ii) if the  termination  occurs  more  than  three  years  after  the
               purchase  of the SPP Units for any reason  whatsoever,  or if the
               termination  occurs  at any time  after the  purchase  of the SPP
               Units due to the  retirement  of the  Participant  or for reasons
               other  than   termination   by  the  Company  for  Cause  or  the
               Participant's  resignation,  then the  unvested  SPP  Units  will
               immediately vest and a number of shares of CDI Stock equal to the
               number of such SPP Units will be delivered to the  Participant or
               his  or  her  Personal   Representative   (For  this  purpose,  a
               Director's choice not to stand for re-election as a Director will
               be treated as a retirement).

                  Article 7. CDI Stock Ownership Requirements

     Certain  Participants  in the Plan  will be  required  to adhere to the CDI
Stock  Ownership  Requirements,  a copy of which will be  delivered to each such
Participant.


                           Article 8. Administration

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

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     8.2  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,  eligibility to make purchases or receive matching contributions,
the amount of account  balances  and the timing of the exchange of CDI Stock for
SPP 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 or non-employee director.

     8.3  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.

     8.4  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 9. General Provisions

     9.1  Limits  as  to  Transferability.  Unless  otherwise  provided  by  the
Committee,  SPP 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 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.

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     9.3  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 and the price per share subject to outstanding SPP Units.

     9.4  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. No such amendment, suspension, or termination shall alter or
impair  any  outstanding  SPP  Units  without  the  consent  of the  Participant
adversely affected thereby.

     9.5 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.

     9.6 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.

     9.7  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 SPP 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 general assets of the Company.

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