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                                                                   Exhibit 10.21

                                  Manpower Inc.
                            5301 North Ironwood Road
                           Milwaukee, Wisconsin 53217

                                 August 15, 2002

Ms. Barbara J. Beck:

      Manpower Inc. (the "Corporation") desires to retain experienced,
well-qualified executives, like you, to assure the continued growth and success
of the Corporation and its direct and indirect subsidiaries (collectively, the
"Manpower Group"). Accordingly, as an inducement for you to continue your
employment in order to assure the continued availability of your services to the
Manpower Group, we have agreed as follows:

1.    Definitions. For purposes of this letter:

      (a)   Benefit Plans. "Benefit Plans" means all benefits of employment
            generally made available to the senior executives of the Corporation
            from time to time.

      (b)   Cause. Termination by the Corporation of your employment with the
            Manpower Group for "Cause" will mean termination upon (i) your
            repeated failure to perform your duties with the Manpower Group in a
            competent, diligent and satisfactory manner as determined by the
            Corporation's Chief Executive Officer in his reasonable judgment,
            (ii) insubordination, (iii) your commission of any material act of
            dishonesty or disloyalty involving the Manpower Group, (iv) your
            chronic absence from work other than by reason of a serious health
            condition, (v) your commission of a crime which substantially
            relates to the circumstances of your position with the Manpower
            Group or which has material adverse effect on the Manpower Group, or
            (vi) the willful engaging by you in conduct which is demonstrably
            and materially injurious to the Manpower Group. For purposes of this
            Subsection 1(a), no act, or failure to act, on your part will be
            deemed "willful" unless done, or omitted to be done, by you not in
            good faith.

      (c)   Change of Control. A "Change of Control" will mean the first to
            occur of the following:

            (i)   the acquisition (other than from the Corporation), by any
                  Person (as defined in Sections 13(d)(3) and 14(d)(2) of the
                  Securities Exchange Act of 1934, as amended (the "Exchange
                  Act")), directly or indirectly, of
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                  beneficial ownership (within the meaning of Exchange Act Rule
                  13d-3) of more than 50% of the then outstanding shares of
                  common stock of the Corporation or voting securities
                  representing more than 50% of the combined voting power of the
                  Corporation's then outstanding voting securities entitled to
                  vote generally in the election of directors; provided,
                  however, no Change of Control shall be deemed to have occurred
                  as a result of an acquisition of shares of common stock or
                  voting securities of the Corporation (A) by the Corporation,
                  any of its subsidiaries, or any employee benefit plan (or
                  related trust) sponsored or maintained by the Corporation or
                  any of its subsidiaries or (B) by any other corporation or
                  other entity with respect to which, following such
                  acquisition, more than 60% of the outstanding shares of the
                  common stock, and voting securities representing more than 60%
                  of the combined voting power of the then outstanding voting
                  securities entitled to vote generally in the election of
                  directors, of such other corporation or entity are then
                  beneficially owned, directly or indirectly, by the persons who
                  were the Corporation's shareholders immediately prior to such
                  acquisition in substantially the same proportions as their
                  ownership, immediately prior to such acquisition, of the
                  Corporation's then outstanding common stock or then
                  outstanding voting securities, as the case may be; or

            (ii)  the consummation of any merger or consolidation of the
                  Corporation with any other corporation, other than a merger or
                  consolidation which results in more than 60% of the
                  outstanding shares of the common stock, and voting securities
                  representing more than 60% of the combined voting power of the
                  then outstanding voting securities entitled to vote generally
                  in the election of directors, of the surviving or consolidated
                  corporation being then beneficially owned, directly or
                  indirectly, by the persons who were the Corporation's
                  shareholders immediately prior to such acquisition in
                  substantially the same proportions as their ownership,
                  immediately prior to such acquisition, of the Corporation's
                  then outstanding common stock or then outstanding voting
                  securities, as the case may be; or

            (iii) the consummation of any liquidation or dissolution of the
                  Corporation or a sale or other disposition of all or
                  substantially all of the assets of the Corporation; or

            (iv)  individuals who, as of the date of this letter, constitute the
                  Board of Directors of the Corporation (as of such date, the
                  "Incumbent Board") cease for any reason to constitute at least
                  a majority of such Board; provided, however, that any person
                  becoming a director subsequent to the date of this letter
                  whose election, or nomination for election by the shareholders
                  of the Corporation, was approved by at least a majority of the
                  directors then comprising the Incumbent Board shall be, for
                  purposes of this letter, considered as though such person were
                  a member of the Incumbent Board but excluding, for this
                  purpose, any such individual


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                  whose initial assumption of office occurs as a result of an
                  actual or threatened election contest which was (or, if
                  threatened, would have been) subject to Exchange Act Rule
                  14a-11; or

            (v)   whether or not conditioned on shareholder approval, the
                  issuance by the Corporation of common stock of the Corporation
                  representing a majority of the outstanding common stock, or
                  voting securities representing a majority of the combined
                  voting power of the outstanding voting securities of the
                  Corporation entitled to vote generally in the election of
                  directors, after giving effect to such transaction.

Following the occurrence of an event which is not a Change of Control whereby
there is a successor holding company to the Corporation, or, if there is no such
successor, whereby the Corporation is not the surviving corporation in a merger
or consolidation, the surviving corporation or successor holding company (as the
case may be), for purposes of this definition, shall thereafter be referred to
as the Corporation.

      (d)   Good Reason. "Good Reason" will mean, without your consent, the
            occurrence of any one or more of the following during the Term:

            (i)   a reduction in the duties assigned to you that is material
                  based on your overall responsibilities and authority (ignoring
                  incidental duties) prior to and after such reduction in
                  duties, provided you object to such reduction in duties by
                  written notice to the Corporation within twenty business days
                  after it is made and the Corporation fails to cure, if
                  necessary, within ten business days after such notice is
                  given;

            (ii)  any material breach of this agreement by the Corporation or of
                  any obligation of the Corporation for the payment or provision
                  of compensation or other benefits to you which remains uncured
                  ten business days after you give written notice to the
                  Corporation which specifies the breach;

            (iii) any reduction in your base salary as in effect from time to
                  time or a failure by the Corporation to provide an arrangement
                  for you for any fiscal year of the Corporation giving you the
                  opportunity to earn an incentive bonus for such year;

            (iv)  your being required by the Corporation to change the location
                  of your principal office to one in excess of seventy-five
                  miles from the Corporation's home office in Glendale,
                  Wisconsin, provided your employment with the Manpower Group is
                  terminated within ninety days after any such change of
                  location; or

            (v)   any reduction in the amount of the annual bonus received by
                  you for a given fiscal year (calculated on a prorated basis
                  for partial years) within two years after the occurrence of a
                  Change of Control, as compared to the


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                  amount of the annual bonus received by you (prorated for
                  comparison to partial years) for either of the two fiscal
                  years of the Corporation immediately preceding the fiscal year
                  in which a Change of Control occurred, unless the bonus for
                  such given fiscal year is based on criteria to which you have
                  agreed.

            Your continued employment or failure to give Notice of Termination
            will not constitute consent to, or a waiver of rights with respect
            to, any circumstance constituting Good Reason hereunder except as
            otherwise provided.

      (e)   Notice of Termination. Any termination of your employment by the
            Corporation, or termination by you for Good Reason during the Term
            will be communicated by Notice of Termination to the other party
            hereto. A "Notice of Termination" will mean a written notice which
            specifies a Date of Termination (which date shall be on or after the
            date of the Notice of Termination) and, if applicable, indicates the
            provision in this letter applying to the termination and sets forth
            in reasonable detail the facts and circumstances claimed to provide
            a basis for termination of your employment under the provision so
            indicated.

      (f)   Date of Termination. "Date of Termination" will mean the date
            specified in the Notice of Termination where required (which date
            shall be on or after the date of the Notice of Termination) or in
            any other case upon your ceasing to perform services for the
            Manpower Group.

      (g)   Protected Period. The "Protected Period" shall be a period of time
            determined in accordance with the following:

            (i)   if a Change in Control is triggered by an acquisition of
                  shares of common stock of the Corporation pursuant to a tender
                  offer, the Protected Period shall commence on the date of the
                  initial tender offer and shall continue through and including
                  the date of the Change in Control, provided that in no case
                  will the Protected Period commence earlier than the date that
                  is six months prior to the Change in Control;

            (ii)  if a Change in Control is triggered by a merger or
                  consolidation of the Corporation with any other corporation,
                  the Protected Period shall commence on the date that serious
                  and substantial discussions first take place to effect the
                  merger or consolidation and shall continue through and
                  including the date of the Change in Control, provided that in
                  no case will the Protected Period commence earlier than the
                  date that is six months prior to the Change in Control; and

            (iii) in the case of any Change in Control not described in clause
                  (i) or (ii) above, the Protected Period shall commence on the
                  date that is six months prior to the Change in Control and
                  shall continue through and including the date of the Change in
                  Control.


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      (h)   Term. The "Term" will be a period beginning on the date of this
            letter indicated above and ending on the first to occur of the
            following: (a) the date which is the two-year anniversary of the
            occurrence of a Change of Control; (b) the date which is the
            three-year anniversary of the date of this letter indicated above if
            no Change of Control occurs between the date of this letter
            indicated above and such three-year anniversary; and (c) the Date of
            Termination.

2.    Compensation and Benefits on Termination.

      (a)   Termination by the Corporation for Cause or by You Other Than for
            Good Reason. If your employment with the Manpower Group is
            terminated by the Corporation for Cause or by you other than for
            Good Reason, the Corporation will pay you or provide you with (i)
            your full base salary as then in effect through the Date of
            Termination, (ii) your unpaid bonus, if any, attributable to any
            complete fiscal year of the Corporation ended before the Date of
            Termination (but no incentive bonus will be payable for the fiscal
            year in which termination occurs), and (iii) all benefits to which
            you are entitled under any Benefit Plans in accordance with the
            terms of such plans. The Manpower Group will have no further
            obligations to you.

      (b)   Termination of Reason of Disability or Death. If your employment
            with the Manpower Group terminates during the Term by reason of your
            disability or death, the Corporation will pay you or provide you
            with (i) your full base salary as then in effect through the Date of
            Termination, (ii) your unpaid bonus, if any, attributable to any
            complete fiscal year of the Corporation ended before the Date of
            Termination, (iii) a bonus for the fiscal year during which the Date
            of Termination occurs equal in amount to the bonus you would have
            received for the full fiscal year had your employment not
            terminated, determined under the criteria applicable to you for
            receipt of a bonus for such year (with any discretionary component
            to be based on your progress towards attainment of relevant
            performance goals for such component during the portion of the year
            you are employed), but prorated for the actual number of days you
            were employed during such fiscal year, payable within forty-five
            days after the close of such fiscal year, and (iv) all benefits to
            which you are entitled under any Benefit Plans in accordance with
            the terms of such plans. The Corporation shall be entitled to
            terminate your employment by reason of your disability if you become
            disabled and entitled to benefits under the terms of the long-term
            disability plan of the Corporation. The Manpower Group will have no
            further obligations to you.


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      (c)   Termination for Any Other Reason.

            (i)   If, during the Term and either during a Protected Period or
                  within two years after the occurrence of a Change of Control,
                  your employment with the Manpower Group is terminated for any
                  reason not specified in Subsections 2(a) or (b), above, you
                  will be entitled to the following:

                  (A)   the Corporation will pay you your full base salary
                        through the Date of Termination at the rate in effect at
                        the time Notice of Termination is given;

                  (B)   the Corporation will pay you your unpaid bonus, if any,
                        attributable to any complete fiscal year of the
                        Corporation ended before the Date of Termination;

                  (C)   the Corporation will pay you a bonus for the fiscal year
                        during which the Date of Termination occurs equal in
                        amount to the largest annual bonus for the three fiscal
                        years of the Corporation immediately preceding the Date
                        of Termination (provided, however, that if the Date of
                        Termination is before January 1, 2004, such amount will
                        not be less than 50% of your annual base salary at the
                        highest rate in effect during the Term), but prorated
                        for the actual number of days you were employed during
                        such fiscal year;

                  (D)   the Corporation will pay as a severance benefit to you a
                        lump-sum payment equal to two times the sum of (1) your
                        annual base salary at the highest rate in effect during
                        the term and (2) the amount of your largest annual bonus
                        for the three fiscal years of the Corporation
                        immediately preceding the Date of Termination (provided,
                        however, that if the Date of Termination is before
                        January 1, 2004, such amount will not be less than 50%
                        of your annual base salary at the highest rate in effect
                        during the Term); and

                  (E)   for a twelve-month period after the Date of Termination,
                        the Corporation will arrange to provide you and your
                        eligible dependents, at the Corporation's expense, with
                        benefits under the medical, dental, life, and disability
                        plans of the Manpower Group, or benefits substantially
                        similar to the benefits you were receiving during the
                        ninety-day period immediately prior to the time Notice
                        of Termination is given under the named plans; provided,
                        however, that benefits otherwise receivable by you
                        pursuant to this Subsection 2(c)(i)(E) will be reduced
                        to the extent other comparable benefits are actually
                        received by you during the eighteen-month period
                        following your termination, and any such benefits
                        actually received by you will be reported


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                        to the Corporation; and provided, further that any
                        insurance continuation coverage that you may be entitled
                        to receive under the Consolidated Omnibus Budget
                        Reconciliation Act of 1986 ("COBRA") will commence on
                        the Date of Termination.

            (ii)  If your employment with the Manpower Group is terminated
                  during the Term for any reason not specified in Subsection
                  2(a) or (b), above, and Subsection 2(c)(i) does not apply to
                  the termination, you will be entitled to the following:

                  (A)   the Corporation will pay you your full base salary
                        through the Date of Termination at the rate in effect at
                        the time Notice of Termination is given;

                  (B)   the Corporation will pay you your unpaid bonus, if any,
                        attributable to any complete fiscal year of the
                        Corporation ended before the Date of Termination;

                  (C)   the Corporation will pay you a bonus for the fiscal year
                        during which the Date of Termination occurs equal in
                        amount to the bonus you would have received for the full
                        fiscal year had your employment not terminated,
                        determined under the criteria applicable to you for
                        receipt of a bonus for such year (with any discretionary
                        component to be based on your progress towards
                        attainment of the relevant performance goals for such
                        component during the portion of the year you were
                        employed), but prorated for the actual number of days
                        you were employed during such fiscal year, payable
                        within forty-five days after the close of such fiscal
                        year;

                  (D)   the Corporation will pay a severance benefit to you
                        equal to the amount of your annual base salary at the
                        highest rate in effect during the Term plus an amount
                        equal to your largest annual bonus for the three fiscal
                        years of the Corporation immediately preceding the Date
                        of Termination (provided, however, that if the Date of
                        Termination is before January 1, 2004, such amount will
                        not be less than 50% of your annual base salary at the
                        highest rate in effect during the Term); and

                  (E)   for the twelve-month period after the Date of
                        Termination, you and your eligible dependents will
                        continue to receive benefits under the medical and
                        dental plans of the Corporation as if your employment by
                        the Corporation did not terminate; provided, that the
                        payments or benefits otherwise receivable by you
                        pursuant to this Subsection 2(c)(ii)(E) will be reduced
                        to the extent other comparable payments or benefits are
                        actually received by you during the twelve-month period
                        following your termination, and


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                        any such payments or benefits actually received by you
                        will be reported to the Corporation; and provided,
                        further that any insurance continuation coverage that
                        you may be entitled to receive under the Consolidated
                        Omnibus Budget Reconciliation Act of 1986 or similar
                        state laws will commence on the Date of Termination.

      The amounts paid to you pursuant to Subsection 2(c)(i)(D) or 2(c)(ii)(D)
      will not be included as compensation for purposes of any qualified or
      nonqualified pension or welfare benefit plan of the Manpower Group.
      Notwithstanding the above, if the Corporation, based on advice of its
      legal or tax counsel, determines that any of the amounts otherwise to be
      paid to you pursuant to Subsection 2(c)(i)(D) or 2(c)(ii)(D), when added
      to any other payment or benefit received or to be received by you in
      connection with the Change in Control or the termination of your
      employment, will be subject to the excise tax imposed by section 4999 of
      the Code (or any similar tax that hereafter may be imposed), the
      Corporation shall reduce the amounts otherwise to be paid to you pursuant
      to Subsection 2(c)(i)(D) or 2(i)(ii)(D) to the maximum amount that will
      result in no portion of the amounts to be paid to you pursuant to
      Subsection 2(c)(i)(D) or 2(c)(ii)(D) being subject to such excise tax.

      (d)   Payment. The payments provided for in Subsections 2(c)(i)(A) through
            (D) or 2(c)(ii)(A) and (B), above, will be made not later than the
            fifteenth business day following the Date of Termination. The bonus
            payment provided for in Subsection 2(c)(ii)(C) will be paid within
            forty-five days after the close of the fiscal year as provided in
            that subsection. The severance benefit provided for in Subsection
            2(c)(ii)(D) will be paid in two equal installments, the first
            payable on the date that is six months after the Date of Termination
            and second on the first anniversary of the Date of Termination. If
            any of such payments is not made when due (hereinafter a "Delinquent
            Payment"), in addition to such principal sum, the Corporation will
            pay you interest on any and all such Delinquent Payments from the
            date due computed at the prime rate, compounded monthly. Such prime
            rate shall be the prime rate (currently the base rate on corporate
            loans posted by at least 75% of the 30 largest U.S. banks) in effect
            from time to time as reported in The Wall Street Journal, Midwest
            edition (or, if not so reported, as reported in such other source(s)
            as the Corporation shall select).

      (e)   Release of Claims. Notwithstanding the foregoing, the Corporation
            will not pay you, and you have no right to receive, any benefit
            described in Subsections 2(c)(i)(D) or (E) or 2(c)(ii)(D) or (E),
            above, unless and until you execute, and there shall be effective
            following any statutory period for revocation, a release, in a form
            reasonably acceptable to the Corporation, that irrevocably and
            unconditionally releases, waives, and fully and forever discharges
            the Manpower Group and its past and current directors, officers,
            employees, and agents from and against any and all claims,
            liabilities, obligations, covenants, rights, demands and damages of
            any nature whatsoever, whether known or unknown, anticipated or
            unanticipated, relating to or arising out of your employment with
            the Manpower Group, including without limitation claims arising
            under the Age Discrimination


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            in Employment Act of 1967, as amended, Title VII of the Civil Rights
            Act of 1964, as amended, the Civil Rights Act of 1991, but excluding
            any claims covered under any applicable workers' compensation act.

      (f)   Forfeiture. Notwithstanding the foregoing, your right to receive the
            payments and benefits to be provided to you under this Section 2
            beyond those described in Subsection 2(a), above, is conditioned
            upon your performance of the obligations stated in Section 3, below,
            and upon your breach of any such obligations, you will immediately
            return to the Corporation the amount of such payments and benefits
            and you will no longer have any right to receive any such payments
            or benefits.

3.    Nondisclosure, Nonsolicitation and Noncompetition Agreement.

      (a)   Nondisclosure.

            (i)   You will not, directly or indirectly, at any time during the
                  term of your employment with the Manpower Group, or during the
                  two-year period following your termination of employment with
                  the Manpower Group, use for yourself or others or disclose to
                  others except in the good faith performance of your duties for
                  the Manpower Group any Confidential Information (as defined
                  below), whether or not conceived, developed, or perfected by
                  you and no matter how it became known to you, unless (a) you
                  first secure written consent of the Corporation to such
                  disclosure or use, (b) the same shall have lawfully become a
                  matter of public knowledge other than by your act or omission,
                  or (c) you are ordered to disclose the same by a court of
                  competent jurisdiction or are otherwise required to disclose
                  the same by law, and you promptly notify the Corporation of
                  such disclosure. "Confidential Information" shall mean all
                  business information (whether or not in written form) which
                  relates to any company in the Manpower Group and which is not
                  known to the public generally (absent your disclosure),
                  including but not limited to confidential knowledge, operating
                  instructions, training materials and systems, customer lists,
                  sales records and documents, marketing and sales strategies
                  and plans, market surveys, cost and profitability analyses,
                  pricing information, competitive strategies, personnel-related
                  information, and supplier lists. This obligation will survive
                  the termination of your employment for a period of two years
                  and, notwithstanding the foregoing, will not be construed to
                  in any way limit the Corporation's rights to protect
                  Confidential Information which constitute trade secrets under
                  applicable trade secrets law even after such two-year period.

            (ii)  Upon your termination of employment with the Manpower Group,
                  or at any other time upon request of the Corporation, you will
                  promptly surrender to the Corporation, or destroy and certify
                  such destruction to the Corporation, any documents, materials,
                  or computer or electronic records


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                  containing any Confidential Information which are in your
                  possession or under your control.

      (b)   Nonsolicitation of Employees. You agree that you will not, at any
            time during the term of your employment with the Manpower Group or
            during the one-year period following your termination of employment
            with the Manpower Group, either on your own account or in
            conjunction with or on behalf of any other person, company, business
            entity, or other organization whatsoever, directly or indirectly
            induce, solicit, entice or procure any person who is an employee of
            any company in the Manpower Group, or has been such an employee
            within the three months preceding such action, to terminate his or
            her employment with the Manpower Group so as to accept employment
            elsewhere or to diminish or curtail the services such person
            provides to the Manpower Group.

      (c)   Noncompetition.

            (i)   During the term of your employment with the Manpower Group,
                  you will not assist any competitor of any company in the
                  Manpower Group in any capacity.

            (ii)  During the one-year period which immediately follows the
                  termination of your employment with the Manpower Group, you
                  will not, directly or indirectly, contact any customer or
                  prospective customer of the Manpower Group with whom you have
                  had contact on behalf of the Manpower Group during the
                  two-year period preceding the Date of Termination or any
                  customer or prospective customer about whom you obtained
                  confidential information in connection with your employment by
                  the Manpower Group during such two-year period so as to cause
                  or attempt to cause such customer or prospective customer of
                  the Manpower Group not to do business or to reduce such
                  customer's business with the Manpower Group or divert any
                  business from the Manpower Group.

            (iii) During the one-year period which immediately follows the
                  termination of your employment with the Manpower Group, you
                  will not, directly or indirectly, provide services or
                  assistance of a nature similar to the services provided to the
                  Manpower Group during the term of your employment with the
                  Manpower Group, to any entity engaged in the business of
                  providing temporary staffing services anywhere in the United
                  States or any other country in which the Manpower Group
                  conducts business as of the Date of Termination which has,
                  together with its affiliated entities, annual revenues from
                  such business in excess of $500,000,000. You acknowledge that
                  the scope of this limitation is reasonable in that, among
                  other things, providing any such services or assistance during
                  such one-year period would permit you to use unfairly your
                  close identification with the Manpower Group and the customer
                  contacts you developed while employed by the Manpower Group
                  and would involve the use and disclosure of confidential
                  information pertaining to the Manpower Group.


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      (d)   Injunction. You recognize that irreparable and incalculable injury
            will result to the Manpower Group and its businesses and properties
            in the event of your breach of any of the restrictions imposed by
            this Section 3. You therefore agree that, in the event of any such
            actual, impending or threatened breach, the Corporation will be
            entitled, in addition to the remedies set forth in Subsection 2(f),
            above, and any other remedies and damages, to temporary and
            permanent injunctive relief (without the necessity of posting a bond
            or other security) restraining the violation, or further violation,
            of such restrictions by you and by any other person or entity from
            whom you may be acting or who is acting for you or in concert with
            you.

      (e)   Equitable Extension. The duration of any restriction in this Section
            3 will be extended by any period during which such restriction is
            violated by you.

      (f)   Nonapplication. Notwithstanding the above, Subsection 3(c) above,
            regarding noncompetition, will not apply if your employment with the
            Manpower Group is terminated by you for Good Reason or by the
            Corporation without Cause either during a Protected Period or within
            two years after the occurrence of a Change of Control.

4.    Vesting of Options. Any unvested options you hold at the time of a Change
      of Control to purchase stock of the Corporation will vest and become
      immediately exercisable at such time.

5.    Unemployment Compensation. The severance benefits provided for in
      Subsections 2(c)(i)(D) and 2(c)(ii)(D) will be assigned for unemployment
      compensation benefit purposes to the two-year period following the Date of
      Termination, and you will be ineligible to receive, and you agree not to
      apply for, unemployment compensation during such period.

6.    Nondisparagement. Upon your termination of employment with the Manpower
      Group for any reason, the Corporation agrees to maintain a positive and
      constructive attitude and demeanor toward you, and agrees to refrain from
      making any derogatory comments or statements of a negative nature about
      you. Upon your termination of employment with the Manpower Group for any
      reason, you agree to maintain a positive and constructive attitude and
      demeanor toward the Manpower Group, and agree to refrain from making
      derogatory comments or statements of a negative nature about the Manpower
      Group, its officers, directors, shareholders, agents, partners,
      representatives and employees, to anyone.

7.    Successors; Binding Agreement. This letter agreement will be binding on
      the Corporation and its successors and will inure to the benefit of and be
      enforceable by your personal or legal representatives, heirs and
      successors.

8.    Notice. Notices and all other communications provided for in this letter
      will be in writing and will be deemed to have been duly given when
      delivered in person, sent by telecopy,


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      or mailed by United States registered or certified mail, return receipt
      requested, postage prepaid, and properly addressed to the other party.

9.    No Right to Remain Employed. Nothing contained in this letter will be
      construed as conferring upon you any right to remain employed by the
      Corporation or any member of the Manpower Group or affect the right of the
      Corporation or any member of the Manpower Group to terminate your
      employment at any time for any reason or no reason, with or without cause,
      subject to the obligations of the Corporation as set forth herein.

10.   Modification. No provision of this letter may be modified, waived or
      discharged unless such waiver, modification or discharge is agreed to in
      writing by you and the Corporation.

11.   Withholding. The Corporation shall be entitled to withhold from amounts to
      be paid to you hereunder any federal, state, or local withholding or other
      taxes or charges which it is, from time to time, required to withhold
      under applicable law.

12.   Previous Agreement. This letter, upon acceptance by you, expressly
      supersedes any and all previous agreements or understandings relating to
      your employment by the Corporation or the Manpower Group, except for the
      letter from the Corporation to you dated December 18, 2001, regarding the
      Corporation's offer of employment to you (provided this letter will
      supersede the sections of the prior letter concerning severance protection
      and restrictive covenants), or the termination of such employment, and any
      such agreements or understandings shall, as of the date of your
      acceptance, have no further force or effect.

      If you are in agreement with the foregoing, please sign and return one
copy of this letter which will constitute our agreement with respect to the
subject matter of this letter.

                                       Sincerely,

                                       MANPOWER INC.


                                       By: /s/ Jeffrey A. Joerres
                                          --------------------------------------
                                           Jeffrey A. Joerres, President and
                                           Chief Executive Officer

Agreed as of the 15 day of August, 2002.


/s/ Barbara J. Beck
----------------------------------------
Barbara J. Beck


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