THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

CDI Corp. (CDI)

4/20/2006 Proxy Information

The law firm of Dechert LLP performed legal services for CDI during 2005 (including services as counsel to the Audit Committee). In addition, CDI sublet office space from Dechert LLP during a portion of 2005. CDI paid a total of approximately $1.7 million to Dechert LLP in 2005. Barton Winokur, a director of CDI, is the Chairman and a partner of Dechert LLP.

4/19/2005 Proxy Information

The law firm of Dechert LLP performed legal services for CDI during 2004 (including services as counsel to the Audit Committee). In addition, CDI sublets office space from Dechert LLP. CDI paid a total of approximately $1.9 million to Dechert LLP in 2004. Barton Winokur, a director of CDI, is the Chairman and a partner of Dechert LLP.

Walter R. Garrison was President and Chief Executive Officer of CDI Corporation from 1961 until 1997.

4/21/2004 Proxy Information

Walter R. Garrison was President and Chief Executive Officer of CDI Corporation from 1961 until 1997.

The law firm of Dechert LLP performed legal services for CDI during 2003. In addition, CDI sublets office space from Dechert LLP, for which CDI paid approximately $1.7 million in 2003. Barton Winokur, a director of CDI, is the Chairman and a partner of Dechert LLP.

4/10/2003 Proxy Information

The law firm Dechert LLP performed legal services for the Company during 2002. Barton J. Winokur, a director of the Company, is the Chairman and a partner of Dechert LLP.

The Company initially entered into a Consulting Agreement with Mr. Garrison in April 1997 when he retired as the President and Chief Executive Officer of the Company. Under the Consulting Agreement which was in effect during the first four months of 2002, Mr. Garrison agreed to render up to 60 days of consulting services to the Company over a twelve-month period, in return for which the Company paid him consulting fees of $175,000 per year. That Consulting Agreement also contained certain covenants restricting Mr. Garrison from competing with the Company and from soliciting the Company's customers or management employees. Following the expiration of that Consulting Agreement, the Company entered into an informal arrangement with Mr. Garrison in which he would provide consulting services on an as-needed basis at the rate of $1,000 per day (or $3,000 per day if Mr. Garrison were asked to be the lead representative of CDI in connection with negotiations with third parties). During 2002, Mr. Garrison earned total consulting fees of $58,333 Under a 1978 supplemental pension agreement with Mr. Garrison, the Company pays him a pension of $35,000 per year for fifteen years following his retirement. If Mr. Garrison dies prior to receiving all such payments, his beneficiaries will receive the balance remaining in a lump-sum payment.