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                                                                    Exhibit 10.1

                              KELLY SERVICES, INC.
                            SHORT-TERM INCENTIVE PLAN

          (As Amended and Restated by Action of the Board of Directors
           on March 23, 1998 and further amended on February 6, 2003)

Section 1 - Purposes.

     This KELLY SERVICES, INC. SHORT-TERM INCENTIVE PLAN (the "Plan") provides
for annual incentive compensation payable in cash to those key officers and
employees of the Company or any affiliated entity, who, from time to time, may
be selected for participation. The Plan is intended to provide incentives and
rewards for the contributions of such employees toward the successful
achievement of the Company's financial and business goals established for the
current year.

Section 2 - Administration.

     The Plan shall be administered by the Compensation Committee of the Board
of Directors. The Committee shall have authority to make rules and adopt
administrative procedures in connection with the Plan and shall have discretion
to provide for situations or conditions not specifically provided for herein
consistent with the overall purposes of the Plan.

Section 3 - Selection of Participants.

     The Committee may delegate to the chief executive officer of the Company,
if also a director, its authority to select those key officers and employees
entitled to participate under the Plan each year. Approval of eligible
participants may be made at any time during each award year.

Section 4 - Establishing Performance Objectives.

     The Committee annually, during the first quarter of the year, shall
establish one or more performance objectives which may consist of quantitatively
measurable performance standards or qualitative performance standards, the
achievement of which requires subjective assessment, or both. With respect to
those senior executive officers determined by the Committee most likely to be
named in the Summary Compensation Table of the Company's proxy statement for the
following year's Annual Meeting of Stockholders (the "Named Officers"), the
Committee shall apply the special provisions of Section 7.

Section 5 - Establishing Target Awards.

     During the first quarter of each year the Committee shall establish a
target award, expressed as a percentage of eligible salary for that year (annual
base salary, excluding pay for disability, overtime, bonuses, sick pay and other
reimbursements and allowances), for each officer or other employee selected to
participate under the Plan. Individual participants may earn an award payout
ranging from zero percent to the maximum percent of their target award that the
Committee may set in place from time to time. The Committee shall also specify
what portion of the target award, if any, is based on the achievement of the
Company performance objective(s) and what portion or portions are based on the
achievement of other objectives. The Committee will establish an award payout
schedule based upon the extent to which the Company performance objective (or
objectives) is or is not achieved or exceeded.

Section 6 - Determining Final Awards.

     The Committee shall have discretion to adjust final awards up or down from
the target award depending on (a) the extent to which the Company performance
objective(s) is either exceeded or not met, and (b) the extent to which other
objectives, e.g. subsidiary, division, department, unit or other performance
objectives are attained. The Committee shall have full discretion to make other
adjustments in final awards based on individual performance as it considers
appropriate in the circumstances.

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Section 7 - Special Provisions Applicable to the Named Officers.

     During the first quarter of each year the Committee shall consider the
establishment of a Plan target award, expressed as a percentage of eligible
salary, for each of the Named Officers.

     The Committee shall next establish objective performance standards for the
corporate and/or divisional/departmental portions of the awards, and determine
what percentage of the target award, if any, will be based on each such
objective performance standard.

     The Committee will select one or a combination of the following as
objective performance standards: pre-tax or after tax corporate earnings for the
year or the equivalent of such amounts in basic or diluted earnings per share,
sales, gross profit, earnings from operations, net operating profit after taxes
above the cost of capital, market share, customer satisfaction, quality metrics,
shareholder value and return on assets, investment or equity.

     The Committee shall also specify during the first quarter which, if any,
types or categories of extraordinary, unusual, non-recurring or other items of
gain or loss shall be excluded or otherwise not taken into account when actual
corporate or divisional/departmental results are calculated.

     The Committee will finally establish an award payout schedule based upon
the extent to which the objective performance standard(s) is or is not achieved
or exceeded. The Committee retains the right in its discretion to reduce an
award based on Company, divisional/departmental or individual performance, but
will have no discretion to increase any award so calculated.

     In addition to awards based on quantitatively determinable performance
standards, the Committee may, in its discretion and acting in the best interests
of the Company, set one or more other incentive goals for a portion or all of a
Named Officer's Plan award, the achievement of which need not be quantitatively
determinable but, instead, may require subjective assessments of the quality of
performance to which the goals relate ("qualitative performance standards"). If
a qualitative performance standard is established with respect to a Named
Officer's Plan target award, the Committee shall specify at the time of the
award what percentage of the total award will be based on that objective. The
Committee will, however, have discretion to increase or decrease that portion of
an award which does not qualify for the performance-based exclusion from the
Section 162(m) cap on compensation deductibility.

     In no event shall the total annual Plan award to a Named Officer, including
the non-performance-based portion, exceed $2,000,000 a year.

Section 8 - Time of Distribution.

     Distribution of awards shall be made in one or more installments, as the
Committee shall determine. When made in one installment, distribution of the
award shall be made as soon as practicable following the close of the year for
which earned. If an award is less than $3,000, the full amount of the award
shall be paid in the year following the award year.

Section 9 - Forfeiture.

     Until such time as the full amount of an award has been paid, a
participant's right to receive any unpaid amount shall be wholly contingent and
shall be forfeited if, prior to payment, the participant is no longer in the
employ of the Company, provided, however, that the Committee may in its
discretion waive such condition of continued employment. It shall be an
overriding precondition to the payment of any award (a) that the participant not
engage in any activity that, in the opinion of the Committee, is in competition
with any activity of the Company or any affiliated entity or otherwise inimical
to the best interests of the Company and (b) that the participant furnish the
Committee with all such information confirming satisfaction of the foregoing
condition as the Committee shall reasonably request. If the Committee makes a
determination that a participant has engaged in any such competitive or
otherwise inimical activity, such determination shall operate to immediately
cancel all then unpaid award amounts.

Section 10 - Death.

     Any award remaining unpaid, in whole or in part, at the death of a
participant shall be paid to the participant's legal representative or to a
beneficiary designated by the participant in accord with rules established by
the Committee.

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Section 11 - No Right to Employment or Award.

     No person shall have any claim or right to receive an award, and selection
to participate in the Plan shall not confer upon any employee a right with
respect to continued employment by the Company. Further the Company and each
affiliated entity reaffirms its at-will relationship with its employees and
expressly reserves the right at any time to dismiss a participant free from any
liability or claim, except as provided under this Plan.

Section 12 - Amendment or Termination.

     The term of the performance-based annual incentive criteria under Section 7
of the Plan, having been approved by the stockholders for the years 1998 through
2002, will be extended for five more Plan years, 2003 through 2007, unless
sooner terminated or amended by the Board, and subject to the approval of the
stockholders at the Company's 2003 Annual Meeting.

     The Board of Directors of the Company reserves the right at any time to
make any changes in the Plan as it may consider desirable or may discontinue or
terminate the Plan at any time, except that Section 7 cannot be changed in
anyway which would violate IRS regulations under Internal Revenue Code Section
162(n) without stockholder approval.

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