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Change In Control Agreement - Spherion Corp., Roy G. Krause and Robert E. Livonius

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                           CHANGE IN CONTROL AGREEMENT

          THIS AGREEMENT, dated as of the 7th day of May, 2001, 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 his 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
his position, and that the Company and the Board be able to receive and rely
upon his advice, if so requested, as to the best interests of the Company and
its stockholders without concern that he 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 November 18, 1998 (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 his 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 his
     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 his 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 he 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 he
     performed his 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 his full compensation then in effect and continue the
     Executive as a participant in all compensation, benefits and perquisites in
     which he 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 his 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 three (3) times the sum of
     Executive's annual salary for the current year plus his 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 thirty-six (36) 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 his 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
     he 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 his
     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)    This Section 6(d) is intentionally omitted.

          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 his 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 his
     should have been made under this Agreement.

          8.     EXCISE TAX PAYMENTS.

          (a)    Notwithstanding anything contained in this Agreement to the
     contrary, in the event that any payment (within the meaning of Section
     280G(b)(2) of the Internal Revenue Code of 1986, as amended or replaced
     (the "CODE")), or distribution to or for the benefit of the Executive,
     whether paid or payable or distributed or distributable pursuant to the
     terms of this Agreement or otherwise in connection with, or arising out of,
     his employment with the Company (a "PAYMENT" or "PAYMENTS"), would be
     subject to the excise tax imposed by Section 4999 of the Code or any
     interest or penalties are incurred by the Executive with respect to such
     excise tax (such excise tax, interest and penalties collectively referred
     to as the "EXCISE TAX"), the Executive shall be entitled to receive an
     additional payment (a "GROSS-UP PAYMENT") in an amount such that after
     payment by the Executive of all such taxes (including any interest or
     penalties imposed with respect to such taxes), including any Excise Tax
     imposed upon the Gross-Up Payment, the

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     Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
     imposed upon the Payments; PROVIDED, that the Executive shall not be
     entitled to receive any additional payment relating to any interest or
     penalties attributable to any action or omission by the Executive in bad
     faith.

                 (b)     An initial determination shall be made by an accounting
     firm mutually agreeable to the Company and the Executive and, if not agreed
     to within three days after the Date of Termination, a national independent
     accounting firm selected by the Executive (the "ACCOUNTING FIRM"), as to
     whether a Gross-Up Payment is required pursuant to this Section 8 and the
     amount of such Gross-Up Payment. To permit the Accounting Firm to make the
     initial determination the Company shall furnish the Accounting Firm with
     all information reasonably required for such firm to complete such
     determination as soon as practicable after the Date of Termination, but in
     no event more than fifteen (15) days thereafter. All fees, costs and
     expenses (including, but not limited to, the cost of retaining experts) of
     the Accounting Firm shall be borne by the Company and the Company shall pay
     such fees, costs and expense as they become due. The Accounting Firm shall
     provide detailed supporting calculations, reasonable acceptable both to the
     Company and the Executive within thirty (30) days of the Date of
     Termination, if applicable, or such other time as requested by the Company
     or by the Executive (provided the Executive reasonably believes that any of
     the Payments may be subject to the Excise Tax). The Gross-Up Payment, if
     any, as determined pursuant to this Section 8(b) shall be paid by the
     Company to the Executive within five (5) business days of the receipt of
     the Accounting Firm's determination. If the Accounting Firm determines that
     no Excise Tax is payable by the Executive with respect to a Payment or
     Payments, it shall furnish the Executive with an opinion reasonably
     satisfactory to the Executive that no Excise Tax will be imposed with
     respect to any such Payment or payments. Any such initial determination by
     the Accounting Firm of the Gross-Up Payment shall be binding upon the
     Company and the Executive subject to the application of Section 8(c).

                 (c)     As a result of the uncertainty in the application of
     Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment
     (or a portion thereof) will be paid which should not have been paid (an
     "OVERPAYMENT") or a Gross-Up Payment (or a portion thereof) which should
     have been paid will not have been (an "UNDERPAYMENT"). An Underpayment
     shall be deemed to have occurred upon a "Final Determination" (as
     hereinafter defined) that the tax liability of the Executive (whether in
     respect of the then current taxable year of the Executive or in respect of
     any prior taxable year of the Executive) will be increased by reason of the
     imposition of the Excise Tax on a Payment or payments with respect to which
     the Company has failed to make a sufficient Gross-Up Payment. An
     Overpayment shall be deemed to have occurred upon a "FINAL DETERMINATION"
     (as hereinafter defined) that the Excise Tax shall not be imposed (or shall
     be reduced) upon a Payment or Payments with respect to which the Executive
     had previously received a Gross-Up Payment. A Final Determination shall be
     deemed to have occurred when (i) in the case of an Overpayment, the
     Executive has received from the applicable governmental taxing authority a
     refund of taxes or other reduction in his tax liability imposed as a result
     of a Payment will be increased, and (ii) in the case of an Overpayment or
     an Underpayment, upon either (x) the date a determination is made by, or an
     agreement is entered into with, the applicable governmental taxing
     authority which

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     finally and conclusively binds the Executive and such taxing authority, or
     in the event that a claim is brought before a court of competent
     jurisdiction, the date upon which a final determination has been made by
     such court and either all appeals have been taken and finally resolved or
     the time for all appeals has expired or (y) the statute of limitations with
     respect to the Executive's applicable tax return has expired. If an
     Underpayment occurs, the Executive shall promptly notify the company and
     the Company shall promptly pay to the Executive an additional Gross-Up
     Payment equal o the amount of the Underpayment plus any interest and
     penalties imposed on the Underpayment (other than interest and penalties
     attributable to any action or omission by the Executive in bad faith). If
     an Overpayment occurs, the amount of the Overpayment shall be treated as a
     loan by the Company to the Executive and the executive shall, within ten
     (10) business days of the occurrence of such Overpayment, pay the Company
     the amount of the Overpayment, with interest computed in the same manner as
     for an Underpayment.

                 (d)     Notwithstanding anything contained in this Agreement to
     the contrary, in the event it is determined that an Excise Tax will be
     imposed on any Payment or payments, the Company shall pay to the applicable
     governmental taxing authorities as Excise Tax withholding, the amount of
     the Excise Tax that the Company has actually withheld from the Payment or
     Payments.

          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.

                                       11
<Page>

                 (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.

                 (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

                                       12
<Page>

     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 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 him 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:


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

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

                                       13
<Page>

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

          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 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

                                       14
<Page>

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 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

                                       15
<Page>

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 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.

                                       16
<Page>

          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.


                    [signatures appear on the following page]

                                       17
<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:
                                                      --------------------------

                                       18
<Page>

                                   SCHEDULE A

EXECUTIVE'S NAME            EXECUTIVE'S POSITION
--------------------------------------------------------------------------------
Roy G. Krause               Executive Vice President and Chief Financial Officer
--------------------------------------------------------------------------------
Robert E. Livonius          Executive Vice President and Chief Operating Officer
--------------------------------------------------------------------------------