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Change in Control Agreement - Spherion Corp., Lisa G. Iglesias, Wayne L'Heureux, Mark Smith, Shannon Russo, Liza F. Palermo, Janet Wahby and Douglas P. Cormany

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                           CHANGE IN CONTROL AGREEMENT

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

                                    RECITALS

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

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

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

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

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

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

                              TERMS AND CONDITIONS

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

                  1. CHANGE IN CONTROL

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

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


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

                  2. ADJUSTMENT OF BENEFITS UPON CHANGE IN CONTROL

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

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

                  3. TERMINATION FOLLOWING CHANGE IN CONTROL

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

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


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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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


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

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

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

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

                  4. NOTICE OF TERMINATION

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


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

                  5. TERMINATION BENEFITS

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

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

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

                  6. OTHER BENEFITS

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


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                  (a) HEALTH/WELFARE BENEFITS

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

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

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

                  (b) RETIREMENT BENEFITS

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

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


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

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

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

                  (d) LOAN ABATEMENT

                           (i) All loans and advances (as well as accrued but
         unpaid interest thereon) made by the Company to the Executive under the
         terms and conditions of the Company's Stock Purchase Assistance Plan
         (the "SPAP") shall be forgiven; and

                           (ii) All loans (as well as accrued but unpaid
         interest thereon) with third parties incurred by the Executive to
         purchase the Company's stock under the terms and conditions of the SPAP
         shall be satisfied by the Company provided that the Executive forfeit
         to the Company all shares of the Company's stock purchased with or
         related to the advance of such funds.

                  7. PAYMENT OF CERTAIN COSTS

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

                  8. This Section 8 is intentionally omitted.


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                  9. MITIGATION

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

                  10. CONTINUING OBLIGATIONS REGARDING CONFIDENTIAL INFORMATION

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

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

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

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

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

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

                  (b) CONFIDENTIAL INFORMATION

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


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

                  (c) ACKNOWLEDGMENT REGARDING RESTRICTIONS. The Executive
         recognizes and agrees that the provisions of this Section 10 are
         reasonable and enforceable because, among other things, (i) the
         Executive is receiving compensation under this Agreement and (ii) this
         Section 10 therefore does not impose any undue hardship on the
         Executive. The Executive further recognizes and agrees that the
         provisions of this Section 10 are reasonable and enforceable in view of
         the Company's legitimate interests in protecting its confidential
         information.

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

                  11. BINDING AGREEMENT; SUCCESSORS

                  (a) This Agreement shall be binding upon and shall inure to
         the benefit of the Company and its successors and assigns. The Company
         shall require any successor (whether direct or indirect, by purchase,
         merger, consolidation or otherwise) to all or substantially all of the
         business and/or assets of the Company, by agreement to assume


                                       11
<Page>

         expressly and agree to perform this Agreement in the same manner and to
         the same extent that the Company would be required to perform it if no
         such succession had taken place. For purposes of this Agreement,
         "COMPANY" shall mean the Company as hereinbefore defined and any
         successor to its business and/or assets as aforesaid.

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

                  12. NOTICES

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

                  If to the Executive:

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

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

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

                  If to the Company:

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

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

                  13. GOVERNING LAW

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

                  14. MISCELLANEOUS

                  No provisions of this Agreement may be amended, modified,
waived or discharged unless such amendment, waiver, modification or discharge is
agreed to in writing signed by the Executive and the Company. No agreements or
representations, oral or otherwise, express or


                                       12
<Page>

implied, with respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Agreement. Section headings
contained herein are for convenience of reference only and shall not affect the
interpretation of this Agreement.

                  15. COUNTERPARTS

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

                  16. NON-ASSIGNABILITY

                  This Agreement is personal in nature and neither of the
parties hereto shall, without the consent of the other, assign, or transfer this
Agreement or any rights or obligations hereunder, except as provided in Section
11. Without limiting the foregoing, the Executive's right to receive payments
hereunder shall not be assignable or transferable, whether by pledge, creation
of a security interest or otherwise, other than a transfer by his will or trust
or by the laws of descent or distribution, and in the event of any attempted
assignment or transfer contrary to this paragraph the Company shall have no
liability to pay any amount so attempted to be assigned or transferred.

                  17. TERM OF AGREEMENT

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

                  18. RESOLUTION OF DISPUTES

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

                  (b) In the event of any dispute arising out of or relating to
this Agreement for which any party is seeking injunctive relief, specific
performance or other equitable relief, such matter may be resolved by
litigation. Accordingly, the parties shall submit such matter to the


                                       13
<Page>

exclusive jurisdiction of the United States District Court for the Southern
District of Florida or, if jurisdiction is not available therein, any other
court located in Broward County, Florida, and hereby waive any and all
objections to such jurisdiction or venue that they may have. Each party agrees
that process may be served upon such party in any manner authorized under the
laws of the United States or Florida, and waives any objections that such party
may otherwise have to such process.

                  19. RELEASE AND CONDITIONS

                  Any and all payments and benefits provided by the Company to
the Executive under this Agreement shall be conditioned on the following: (i)
Executive's continued compliance with the confidentiality provisions contained
herein; (ii) the Executive's execution of a full release and settlement of any
and all claims against the Company; and (iii) the Executive's execution of a
non-disparagement agreement and continued compliance therewith.

                  20. NO SETOFF

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

                  21. NON-EXCLUSIVITY OF RIGHTS

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

                  22. NO GUARANTEED EMPLOYMENT

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

                  23. INVALIDITY OF PROVISIONS

                  In the event that any provision of this Agreement is
adjudicated to be invalid or unenforceable under applicable law in any
jurisdiction, the validity or enforceability of the remaining provisions thereof
shall be unaffected as to such jurisdiction and such adjudication shall not
affect the validity or enforceability of such provision in any other
jurisdiction. To the extent that any provision of this Agreement, including,
without limitation, Section 10 hereof, is adjudicated to be invalid or
unenforceable because it is overbroad, that provision shall not be void


                                       14
<Page>

but rather shall be limited to the extent required by applicable law and
enforced as so limited. The parties expressly acknowledge and agree that this
Section 23 is reasonable in view of the parties' respective interests.

                  24. NON-WAIVER OF RIGHTS

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

                  25. EMPLOYMENT AGREEMENT.

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

                  26. UNFUNDED PLAN.

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

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

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


                                       15
<Page>

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

                                    SPHERION CORPORATION

                                    By:  ______________________________

                                    Name:  ____________________________

                                    Title:  ___________________________


                                    EXECUTIVE

                                    By:  _______________________________

                                    Name:  _____________________________


                                       16
<Page>

                                   SCHEDULE A

<Table>
<Caption>
------------------------------ ---------------------- -------------------- ----------------------------------------
EXECUTIVE'S NAME               DATE OF EXECUTIVE'S    DATE OF              EXECUTIVE'S POSITION
                               CHANGE IN CONTROL      EXECUTIVE'S PRIOR
                               AGREEMENT              CHANGE IN CONTROL
------------------------------ ---------------------- -------------------- ----------------------------------------
<S>                            <C>                    <C>                  <C>
Lisa G. Iglesias               May 7, 2001            February 29, 2000    General Counsel, Vice President and
                                                                           Secretary
------------------------------ ---------------------- -------------------- ----------------------------------------
Wayne L'Heureux                May 7, 2001            February 29, 2000    Vice President, Human Resources
------------------------------ ---------------------- -------------------- ----------------------------------------
Mark Smith                     May 7, 2001            November 18, 1998    Vice President, Finance and
                                                                           Administration
------------------------------ ---------------------- -------------------- ----------------------------------------
Shannon W. Russo               May 7, 2001            November 18, 1998    Vice President, Business Services and
                                                                           Treasurer
------------------------------ ---------------------- -------------------- ----------------------------------------
Liza F. Palermo                May 7, 2001            February 29, 2000    Vice President, Corporate
                                                                           Communications and Marketing
------------------------------ ---------------------- -------------------- ----------------------------------------
Janet Wahby                    August 1, 2001         N/A                  Vice President, Global Marketing
------------------------------ ---------------------- -------------------- ----------------------------------------
Douglas P. Cormany             May 10, 2001           N/A                  Vice President and Chief Information
                                                                           Officer
------------------------------ ---------------------- -------------------- ----------------------------------------
</Table>