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                                  MANPOWER INC.


                        2002 CORPORATE SENIOR MANAGEMENT
                                 INCENTIVE PLAN




                            EFFECTIVE JANUARY 1, 2002
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                          MANPOWER INC. 2002 CORPORATE
                        SENIOR MANAGEMENT INCENTIVE PLAN


                                TABLE OF CONTENTS


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                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
ARTICLE I - GENERAL PROVISIONS .........................................       1
   Section 1.  Purpose of the Plan .....................................       1
   Section 2.  Overview of the Plan ....................................       1
   Section 3.  Definitions .............................................       2
   Section 4.  Plan Administration .....................................       6
   Section 5.  Eligibility and Participation Guidelines ................       6

ARTICLE II - ANNUAL BONUS PLAN - EPS AND ECONOMIC PROFIT GOALS .........       7
   Section 1.  Performance Measures ....................................       7
   Section 2.  Performance Goals .......................................       8
   Section 3.  Award Opportunities .....................................       9
   Section 4.  Calculation of Awards ...................................       9
   Section 5.  Distribution of Awards ..................................      10

ARTICLE III - ANNUAL BONUS PLAN - OPERATING OBJECTIVES .................      10
   Section 1.  Objectives and Award Opportunities ......................      10
   Section 2.  Determination of Awards .................................      10
   Section 3.  Distribution of Awards ..................................      10

ARTICLE IV - STOCK OPTIONS .............................................      11
   Section 1.  Stock Option Grants .....................................      11
   Section 2.  Stock Option Terms ......................................      11

ARTICLE V - MISCELLANEOUS PROVISIONS ...................................      12
   Section 1.  Termination of Employment ...............................      12
   Section 2.  No Discretion to Increase Awards Otherwise Earned .......      12
   Section 3.  Change of Control .......................................      12
   Section 4.  No Guarantee of Employment ..............................      12
   Section 5.  Withholding Taxes .......................................      13
   Section 6.  Amendment and Discontinuance of the Plan ................      13
   Section 7.  Effective Date ..........................................      13
</TABLE>
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                          MANPOWER INC. 2002 CORPORATE
                        SENIOR MANAGEMENT INCENTIVE PLAN

                                    ARTICLE I
                               GENERAL PROVISIONS

SECTION 1. PURPOSE OF THE PLAN

The Plan has several key objectives:

      (a)   to reinforce the Company's short-term and long-term business
            strategy;

      (b)   to focus Company Executives on shareholder value creation;

      (c)   to reward Company Executives for performance and provide
            opportunities to earn significant rewards for outstanding
            performance; and

      (d)   to enable the Company to attract, retain and motivate Company
            Executives.

SECTION 2. OVERVIEW OF THE PLAN

The Plan has two components - an annual bonus plan and periodic stock option
grants. The annual bonus plan is intended to focus Company Executives on
achievement of certain annual operating goals. The stock option component, in
combination with the annual bonus plan, is intended to focus Company Executives
on shareholder value creation and execution of the Company's business strategy
over the longer term by aligning Executives' interests with shareholders'
interests.

The Plan encourages and focuses Company Executives on shareholder value
creation. Shareholder value is defined as sustained improvement in the Company's
stock price over time. The Company can create shareholder value through both
short-term and long-term operating performance and growth.

Under the annual bonus plan component, incentives for improvement of operating
performance are focused primarily on improving earnings and economic profit of
the Company. At the beginning of each Plan Year, earnings per share and economic
profit goals for the year are established for Participants by the Compensation
Committee. Bonus amounts may be earned by Participants for the year based on the
Company's attainment of these goals. Growing earnings per share is one element
of improving operating performance. Economic profit is also an essential measure
to use as a benchmark for the Company because it is an all-inclusive measure
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2002 Corporate Senior Management Incentive Plan



that captures both earnings growth and management of capital costs. In addition,
economic profit is highly correlated with shareholder value creation.

The annual bonus plan also includes an operating performance component under
which annual bonus amounts may be earned based on a Participant's achievement,
as determined by the Compensation Committee, of certain operating objectives
established at the beginning of the year. The operating performance component
allows the Company to recognize performance by Participants that may not be
reflected in an absolute earnings per share goal or economic profit goal.

The annual bonus plan component provides for cash awards to be determined
shortly after the end of each Plan Year based on achievement of the goals
established at the beginning of the year. In connection with the establishment
of the goals, each Participant is assigned threshold, target and outstanding
bonus opportunity levels.

The stock option component of the Plan provides for periodic grants to
Participants of options to purchase Company Common Stock. The stock option
component is designed to focus Participants on improving the Company's
performance over the long term by aligning their interests with the interests of
the shareholders of the Company in promoting growth in shareholder value.

SECTION 3. DEFINITIONS

As used herein, the following terms shall have the following meanings:

      (a)   Award - any bonus opportunity or stock option grant awarded under
            the Plan.

      (b)   Cause - termination of employment by the Company for "Cause" will
            mean termination upon (i) Participant's willful and continued
            failure to substantially perform his or her duties with the Manpower
            Group after a written demand for substantial performance is
            delivered to the Participant that specifically identifies the manner
            in which the Company believes that the Participant has not
            substantially performed such duties and the Participant has failed
            to resume substantial performance of such duties on a continuous
            basis within ten days after receiving such demand, (ii) the
            Participant's commission of any material act of dishonesty or
            disloyalty involving the Manpower Group, (iii) the Participant's
            chronic absence from work other than by reason of a serious health
            condition, (iv) the Participant's commission of a crime which
            substantially relates to the circumstances of his or her position
            with the Manpower Group or which has material adverse effect on the
            business of the Manpower Group, or (v) the willful engaging by the
            Participant in conduct which is demonstrably and materially
            injurious to the Manpower Group. For this purpose, no act, or
            failure to act, by a Participant will be deemed "willful" unless
            done, or omitted to be done, by the Participant not in good faith.


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2002 Corporate Senior Management Incentive Plan



      (c)   Change of Control - will mean the first to occur of the following:

            (1)   the acquisition (other than from the Company), by any person,
                  entity or group (within the meaning of Section 13(d)(3) or
                  14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange
                  Act")), directly or indirectly, of 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
                  Company or voting securities representing more than 50% of the
                  combined voting power of the Company's then outstanding voting
                  securities entitled to vote generally in the election of
                  directors; provided, however, that 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 Company (A)
                  by the Company, any of its subsidiaries, or any employee
                  benefit plan (or related trust) sponsored or maintained by the
                  Company 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 Company's shareholders immediately prior to such
                  acquisition in substantially the same proportions as their
                  ownership, immediately prior to such acquisition, of the
                  Company's then outstanding common stock or then outstanding
                  voting securities, as the case may be; or

            (2)   any merger or consolidation of the Company 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 Company's shareholders immediately prior
                  to such acquisition in substantially the same proportions as
                  their ownership, immediately prior to such acquisition, of the
                  Company's then outstanding common stock or then outstanding
                  voting securities, as the case may be; or

            (3)   any liquidation or dissolution of the Company or the sale or
                  other disposition of all or substantially all of the assets of
                  the Company; or


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2002 Corporate Senior Management Incentive Plan



            (4)   individuals who, as of January 1, 2002, constitute the Board
                  of Directors of the Company (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 such date whose election, or nomination
                  for election by the shareholders of the Company, 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 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

            (5)   the Company shall enter into any agreement (whether or not
                  conditioned on shareholder approval), providing for or
                  contemplating, or the Board of Directors of the Company shall
                  approve and recommend that the shareholders of the Company
                  accept, or approve or adopt, or the shareholders of the
                  Company shall approve, any acquisition that would be a Change
                  of Control under clause (i), above, or a merger or
                  consolidation that would be a Change of Control under clause
                  (ii), above, or a liquidation or dissolution of the Company or
                  the sale or other disposition of all or substantially all of
                  the assets of the Company; or

            (6)   whether or not conditioned on shareholder approval, the
                  issuance by the Company of common stock of the Company
                  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
                  Company 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 Company,
            or, if there is no such successor, whereby the Company 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
            Company.

      (d)   Common Stock - the common stock of the Company with a par value of
            $0.01 per share.

      (e)   Compensation Committee - the Executive Compensation Committee of the
            Board of Directors of the Company.


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2002 Corporate Senior Management Incentive Plan



      (f)   Code - the Internal Revenue Code of 1986, as it may be amended from
            time to time, and any proposed, temporary or final Treasury
            Regulations promulgated thereunder.

      (g)   Company - Manpower Inc., a Wisconsin corporation.

      (h)   Economic Profit - as defined in Section 1 of Article II.

      (i)   EPS - as defined in Section 1 of Article II.

      (j)   Executives - all Participants for a given Plan Year. Pertains to
            corporate executives and not country managers.

      (k)   Good Reason - means with respect to any Participant the occurrence
            of any one or more of the following without the consent of the
            Participant:

            (1)   the assignment to the Participant of a position which
                  represents a material reduction from the then existing
                  position of the Participant, or the assignment to the
                  Participant of duties, other than incidental duties,
                  inconsistent with the position of the Participant from time to
                  time, provided the Participant objects to such assignment by
                  written notice to the Company within twenty (20) business days
                  after it is made and the Company fails to cure, if necessary,
                  within ten (10) business days after such notice is given;

            (2)   any material violation by the Company of any agreement between
                  the Participant and the Company which remains uncured ten (10)
                  business days after the Participant gives written notice to
                  the Company which specifies the violation; or

            (3)   the Participant being required by the Company to change the
                  location of the Participant's principal office to one in
                  excess of seventy-five (75) miles from the Company's home
                  office in Glendale, Wisconsin, provided the Participant's
                  employment with the Manpower Group is terminated within ninety
                  (90) days after any such change of location.

      (l)   Manpower Group - the Company and its direct and indirect
            subsidiaries.

      (m)   Participant - any Company employee who is a corporate senior
            executive officer of the Company who is designated by the
            Compensation Committee (subject to Section 4 of Article I) to
            participate in the Plan.

      (n)   Performance Compensation Committee - the Executive Performance
            Compensation Committee of the Board of Directors of the Company.


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2002 Corporate Senior Management Incentive Plan



      (o)   Plan - 2002 Corporate Senior Management Incentive Plan.

      (p)   Plan Year - each yearly period commencing on January 1st of each
            year during the term of the Plan.

      (q)   Stock Option and Restricted Stock Plan - the 1994 Executive Stock
            Option and Restricted Stock Plan of the Company or any successor
            plan.

SECTION 4. PLAN ADMINISTRATION

      (a)   Power and authority of the Compensation Committee:

            The Compensation Committee shall administer the Plan. The
            Compensation Committee is authorized to interpret the Plan, to adopt
            such rules and regulations, as it may from time to time deem
            necessary for the effective operation of the Plan, and to act upon
            all matters relating to the granting of Awards under the Plan. Any
            determination, interpretation, construction or other action made or
            taken pursuant to the provisions of the Plan by or on behalf of the
            Compensation Committee shall be final, binding and conclusive for
            all purposes and upon all persons including, without limitation, the
            Company and Executives and their respective successors in interest.

      (b)   Performance Compensation Committee:

            Notwithstanding the foregoing, in recognition of the requirements of
            Section 162(m) of the Code, the Compensation Committee may require
            in the case of any proposed Participant (i) that such Participant's
            participation in the Plan and the performance goals and award
            opportunities established for such Participant for any Plan Year
            under the annual bonus plan component of the Plan, or the grant of
            any stock options in accordance with Article IV of the Plan, shall
            be subject to the approval of the Performance Compensation
            Committee, and (ii) that the payment or distribution of any amount
            under the annual bonus plan component shall be subject to the prior
            certification by the Performance Compensation Committee that the
            relevant performance goals have been attained. The Compensation
            Committee shall itself take the actions indicated, in lieu of action
            by the Performance Compensation Committee, if at the time of the
            action the Compensation Committee is comprised solely of two or more
            "outside directors" under Section 162(m) of the Code.

SECTION 5. ELIGIBILITY AND PARTICIPATION GUIDELINES

      (a)   Criteria for participation in the Plan:

            In selecting Participants, the Compensation Committee shall take
            into account the degree to which the proposed Participant can have
            an impact on the short-term


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2002 Corporate Senior Management Incentive Plan



            and long-term operating performance and growth of the Company and
            such other criteria as it deems relevant.

      (b)   Renewal of participation:

            The Compensation Committee reserves the right to remove any Plan
            Participant from the Plan at any time. Plan participation in one
            year does not guarantee participation in subsequent Plan Years.

                                   ARTICLE II
                ANNUAL BONUS PLAN - EPS AND ECONOMIC PROFIT GOALS

SECTION 1. PERFORMANCE MEASURES

      (a)   EPS is fully diluted earnings per share of the Company and its
            subsidiaries on a consolidated basis.

      (b)   Economic Profit is net operating profit after taxes of the Company
            and its subsidiaries on a consolidated basis less a capital charge.

            (1)   Net operating profit after taxes is defined as net operating
                  profit minus taxes.

                  (i)   Net operating profit equals earnings before income
                        taxes:

                        -     plus interest expense,

                        -     plus loss on sale of accounts receivable,

                        -     less interest income.

                  (ii)  Taxes equal net operating profit multiplied by the
                        effective tax rate as shown in the Company's audited
                        financial statements.

            (2)   Capital charge is defined as adjusted capital employed
                  multiplied by a weighted average cost of capital.

                  (i)   Adjusted capital employed equals capital employed plus
                        or minus capital adjustments.

                        -     Capital employed equals total shareholders'
                              equity:

                              -     plus long-term debt,

                              -     plus short-term borrowings,

                              -     plus current maturities of long-term debt,

                              -     plus advances under securitization
                                    facilities,


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2002 Corporate Senior Management Incentive Plan



                              -     plus accumulated intangible amortization.

                        -     Capital adjustments are:

                              -     those adjustments required to exclude the
                                    effect of foreign exchange rate fluctuations
                                    on the above capital employed items, as
                                    reflected in the adjusted capital employed
                                    report maintained on a monthly basis by the
                                    Company,

                              -     those adjustments required to exclude the
                                    effect of any other items recorded in other
                                    comprehensive income, and

                              -     for any acquisitions closed after January 1,
                                    2002, having a total purchase price of more
                                    than $3 million, an adjustment to defer and
                                    ratably phase in the impact of the purchase
                                    price increasing capital employed over the
                                    36-month period following the date of
                                    closing.

                        Adjusted capital employed will be calculated based on
                        the average of the monthly ending balances of each of
                        the capital employed items, as shown in the financial
                        records of the Company and its subsidiaries.

                  (ii)  The weighted average cost of capital is the weighted
                        average of the Company's cost of equity and cost of debt
                        as determined by the Compensation Committee at the time
                        it establishes the performance goals for any Plan Year,
                        as described below.

SECTION 2. PERFORMANCE GOALS

No later than 90 days after the beginning of any Plan Year, the Compensation
Committee shall set an EPS and an Economic Profit goal for the year (subject to
Section 4 of Article I). In determining these goals and the corresponding bonus
opportunity levels described below, the Compensation Committee shall seek to
align the potential to receive bonus amounts with shareholder value creation and
long-term shareholder expectations while taking into account the Company's
annual opportunities, economic and industry conditions, and the need to provide
competitive compensation opportunities for Participants. The goals may vary from
year to year.

      (a)   Threshold goal - The minimum level of performance for which a bonus
            amount will be earned will be established as the threshold goal.
            Achieving the threshold goal will yield the threshold opportunity
            level.


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2002 Corporate Senior Management Incentive Plan



      (b)   Target goal - The expected level of performance will be established
            as the target goal. Achieving the target goal will yield the target
            opportunity level.

      (c)   Outstanding goal - An outstanding level of performance will be
            established as the outstanding goal. Achieving the outstanding goal
            will yield the outstanding opportunity level.

SECTION 3. AWARD OPPORTUNITIES

At the time the performance goals are established, the Compensation Committee
shall set the bonus opportunities corresponding to each of the EPS and Economic
Profit goals for each Participant for the Plan Year (subject to Section 4 of
Article I).

      (a)   Target opportunity will equal a dollar amount determined by the
            Compensation Committee.

      (b)   Threshold opportunity will equal a dollar amount, which will be less
            than the target opportunity, determined by the Compensation
            Committee.

      (c)   Outstanding opportunity will equal a dollar amount, which will be
            greater than the target opportunity, determined by the Compensation
            Committee.

Notwithstanding any other provision of this Plan to the contrary, the maximum
bonus amount any Participant will be entitled to receive for any Plan Year
resulting from achievement of EPS and/or Economic Profit goals under this
Article II is $3,000,000.

SECTION 4. CALCULATION OF AWARDS

The bonus amounts under this Article II for each Plan Year will be determined
based on actual performance relative to the pre-established EPS and Economic
Profit goals. Except as otherwise provided above, EPS and Economic Profit for
the year shall be based on the audited consolidated financial statements of the
Company and its subsidiaries.

Actual performance at the target goal will result in 100% of the target
opportunity.

Except as otherwise determined by the Committee at the beginning of the Plan
Year, performance between the target goal and outstanding goal will result in a
payout that is linearly interpolated between the target and outstanding
opportunities. The amount of the bonus amounts under this Article II shall be
capped, and therefore performance in excess of the outstanding goal will result
in the outstanding opportunity.

Except as otherwise determined by the Committee at the beginning of the Plan
Year, performance between the threshold goal and target goal will result in a
payout that is linearly interpolated between the threshold and target
opportunities. Performance that is below the threshold goal will result in no
bonus amount.


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2002 Corporate Senior Management Incentive Plan



Notwithstanding the foregoing, the Compensation Committee may in its discretion
reduce the amount of any bonus amount otherwise determined under the foregoing
criteria to reflect any extraordinary items, repurchases of Common Stock, or
such other items as it may deem relevant.

SECTION 5. DISTRIBUTION OF AWARDS

The annual bonus amounts earned for the Plan Year under this Article II shall be
distributed in cash as soon as possible after the amounts have been determined
(subject to Section 4 of Article I), but in no event beyond 90 days after the
end of the Plan Year.

Participants may elect to defer a portion of any annual bonus amounts under this
Article II in accordance with the terms of the Company's Nonqualified Savings
Plan.

                                   ARTICLE III
                    ANNUAL BONUS PLAN - OPERATING OBJECTIVES

SECTION 1. OBJECTIVES AND AWARD OPPORTUNITIES

No later than 90 days after the beginning of any Plan Year, the Compensation
Committee shall establish operating objectives for the year for each Participant
and bonus opportunities for each Participant for achievement of such objectives.
In establishing the bonus opportunities, the Compensation Committee will set
target and outstanding opportunities expressed as dollar amounts.

SECTION 2. DETERMINATION OF AWARDS

Following the close of the Plan Year, the Compensation Committee shall determine
whether a bonus amount has been earned under this Article III, and if so the
level of such bonus amount, based on its assessment of the Participant's
performance in achieving the pre-established operating objectives. Such bonus
amounts may range from zero to the pre-established outstanding opportunity.

SECTION 3. DISTRIBUTION OF AWARDS

The annual bonus amounts earned for the Plan Year under this Article III shall
be distributed in cash as soon as possible after the amounts have been
determined, but in no event beyond 90 days after the end of the Plan Year.

Participants may elect to defer a portion of any annual bonus amounts under this
Article III in accordance with the terms of the Company's Nonqualified Savings
Plan.


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2002 Corporate Senior Management Incentive Plan



                                   ARTICLE IV
                                  STOCK OPTIONS

SECTION 1. STOCK OPTION GRANTS

Each Participant shall be eligible to receive from time to time a grant of an
option to purchase shares of Common Stock. Any such grant shall be made at the
discretion of the Compensation Committee (subject to Section 4 of Article I). In
determining whether to make such a grant to a Participant, the Compensation
Committee shall take into account the following factors:

      (a)   the level of stock option grants previously made to the Participant;

      (b)   the value of the proposed stock option grant, as determined by using
            whichever methodology the Compensation Committee deems appropriate;

      (c)   the past and current total compensation and compensation
            opportunities of the Participant;

      (d)   the compensation including equity-based compensation of executives
            who hold positions that are comparable to the Participant at peer
            companies; and

      (e)   such other factors as the Compensation Committee deems relevant.

It is anticipated that any such stock option grants will be made at the time of
the first meeting of each calendar year of the Compensation Committee.

Notwithstanding the foregoing, in recognition of the requirements of Section
162(m) of the Code, for any Participant the Compensation Committee may require
that the grant of any option to purchase Common Stock under this Article IV
shall be subject to the approval of, and only made by, the Performance
Compensation Committee. However, if the Compensation Committee is comprised
solely of two or more "outside directors" under that Section at the time of the
proposed grant, such grant shall be subject to the approval of, and made by, the
Compensation Committee.

SECTION 2. STOCK OPTION TERMS

Any stock option grant under this Article IV shall be made under, and subject to
the terms of, the Stock Option and Restricted Stock Plan. The exercise price of
such option shall be determined by the Compensation Committee (or the
Performance Compensation Committee, as the case may be); provided however, that
such exercise price shall not be less than 100 percent of the Market Price (as
defined in the Stock Option and Restricted Stock Plan) on the business day
immediately preceding the date of grant of such stock option. Such option shall
have such other terms as the Compensation Committee shall determine.


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2002 Corporate Senior Management Incentive Plan



                                    ARTICLE V
                            MISCELLANEOUS PROVISIONS

SECTION 1. TERMINATION OF EMPLOYMENT

      (a)   If a Participant's employment is terminated by the Company for Cause
            or by the Participant other than for Good Reason, the Participant
            will forfeit all rights to any bonus amounts under Articles II, III
            or Section 3 of Article V of this Plan for the year in which
            termination occurs.

      (b)   If a Participant's employment terminates by reason of the
            Participant's disability or death or under any other circumstances
            not specified in paragraph (a) of this Section 1, the Participant
            will be entitled to receive, for the year in which termination
            occurs, the bonus amounts otherwise determined under Articles II,
            III or Section 3 of Article V of the Plan, but prorated for the
            actual number of days the Participant was employed by the Manpower
            Group during the year. However, the right to receive such prorated
            amounts will be subject to satisfaction of such conditions as may be
            imposed upon the Participant under any agreement between the
            Participant and the Company.

SECTION 2. NO DISCRETION TO INCREASE AWARDS OTHERWISE EARNED

The Compensation Committee shall have no discretion to increase the amount of
any bonus amounts otherwise earned under Article II of this Plan or any other
Award which is otherwise earned based on the attainment of an objective
performance goal.

SECTION 3. CHANGE OF CONTROL

Upon a Change of Control, except as the relevant parties may otherwise agree,
the Plan will terminate and a Participant will be entitled to receive, for the
year in which the Change of Control occurs and in lieu of the bonus amounts
provided in Articles II and III of this Plan, a bonus equal to the amount of the
largest annual bonus awarded to the Participant for the three full calendar
years immediately preceding the Change of Control.

SECTION 4. NO GUARANTEE OF EMPLOYMENT

Participation in the Plan shall not give any Participant any right to be
retained in the employment of the Manpower Group. This Plan shall not affect any
right of the Company to terminate, with or without cause, any Participant's
employment at any time.


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2002 Corporate Senior Management Incentive Plan



SECTION 5. WITHHOLDING TAXES

The Company shall have the right to withhold from any compensation payable to a
Participant, or to cause the Participant (or the executor or administrator of
his or her estate or his or her distributee) to make payment of, any federal,
state, local, or foreign taxes required to be withheld with respect to the
distribution of any Awards.

SECTION 6. AMENDMENT AND DISCONTINUANCE OF THE PLAN

The Compensation Committee may amend, alter, suspend or discontinue the Plan, as
it shall from time to time consider desirable. No such action shall adversely
affect the rights of any Participant under the Plan as of the time of such
action without the consent of the Participant.

SECTION 7. EFFECTIVE DATE

The effective date of the Plan is January 1, 2002.


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