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                                                                Exhibit 10.18(b)

                                  Manpower Inc.
                            5301 North Ironwood Road
                           Milwaukee, Wisconsin 53217

                                February 19, 2002

Mr. Jeffrey A. Joerres:

      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)   Cause. Termination by the Corporation of your employment with the
            Corporation for "Cause" will mean termination upon (i) your willful
            and continued failure to substantially perform your duties with the
            Manpower Group after a written demand for substantial performance is
            delivered to you that specifically identifies the manner in which
            the Corporation believes that you have not substantially performed
            your duties, and you have failed to resume substantial performance
            of your duties on a continuous basis within ten days after receiving
            such demand, (ii) your commission of any material act of dishonesty
            or disloyalty involving the Manpower Group, (iii) your chronic
            absence from work other than by reason of a serious health
            condition, (iv) 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 business of the
            Manpower Group, or (v) 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.

      (b)   Change of Control. A "Change of Control" will mean the first to
            occur of the following:
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            (i)   the acquisition (other than from the Corporation), 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 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)  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) any liquidation or dissolution of the Corporation or the 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


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                  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 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)   the Corporation shall enter into any agreement (whether or not
                  conditioned on shareholder approval) providing for or
                  contemplating, or the Board of Directors of the Corporation
                  shall approve and recommend that the shareholders of the
                  Corporation accept, or approve or adopt, or the shareholders
                  of the Corporation 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
                  Corporation or the sale or other disposition of all or
                  substantially all of the assets of the Corporation; or

            (vi)  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.

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

            (i)   the assignment to you of a position which represents a
                  material reduction from your current position of President and
                  Chief Executive Officer, or the assignment to you of duties,
                  other than incidental duties, inconsistent with your current
                  position or such other position, provided you object to such
                  assignment by written notice to the Corporation within twenty
                  (20) business days after it is made and the Corporation fails
                  to cure, if necessary, within ten (10) business days after
                  such notice is given;

            (ii)  any material violation of this agreement or of Sections 2
                  through 5 of the Compensation Agreement by the Corporation
                  which remains uncured ten


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                  (10) business days after you give written notice to the
                  Corporation which specifies the violation;

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

            (iv)  any reduction in the amount of the annual bonus received by
                  you for a given fiscal year during the Term within two years
                  after the occurrence of a Change of Control, as compared to
                  the amount of the annual bonus received by you for either of
                  the two fiscal years of the Company immediately preceding the
                  fiscal year in which a Change of Control occurred, unless the
                  bonus for such given fiscal year is based on objective
                  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.

      (d)   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.

      (e)   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.

      (f)   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 two years after the occurrence of a Change
            of Control; (b) February 28, 2005, if no Change of Control occurs
            between the date of this letter indicated above and February 28,
            2005; and (c) the Date of Termination.

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


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      (h)   Compensation Agreement. The "Compensation Agreement" means the
            letter of even date from the Corporation to you, as accepted by you,
            regarding your compensation and benefits.

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) any incentive compensation payable to you in
            accordance with the incentive compensation plan referred to in the
            Compensation Agreement (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) any incentive compensation payable to you in
            accordance with the incentive compensation plan referred to in the
            Compensation Agreement (including a prorated incentive bonus for the
            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 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.

      (c)   Termination for Any Other Reason.

            (i)   If, during the Term and 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 Subsection
                  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 any incentive compensation
                        payable to you in accordance with the incentive
                        compensation plan


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                        referred to in the Compensation Agreement (including a
                        prorated incentive bonus for the year in which
                        termination occurs);

                  (C)   the Corporation will pay as a severance benefit to you a
                        lump-sum payment equal to three times the sum of (i)
                        your annual base salary in effect at the time Notice of
                        Termination is given and (ii) the amount of your largest
                        annual bonus for the three fiscal years of the
                        Corporation immediately preceding the Date of
                        Termination or, if greater, the partial annual bonus for
                        the fiscal year during which the Date of Termination
                        occurs; and

                  (D)   for an eighteen-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 90-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 to the
                        Corporation; 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 then in
                        effect;

                  (B)   the Corporation will pay you any incentive compensation
                        payable to you in accordance with the incentive
                        compensation plan referred to in the Compensation
                        Agreement (including a prorated incentive bonus for the
                        year in which termination occurs);

                  (C)   the Corporation will pay as a severance benefit to you a
                        lump-sum payment equal to the amount of your annual base
                        salary as then in effect plus an amount equal to your
                        largest annual bonus for the


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                        three fiscal years of the Corporation immediately
                        preceding the Date of Termination or, if greater, the
                        partial annual bonus for the fiscal year during which
                        the Date of Termination occurs; and

                  (D)   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 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)(C) or 2(C)(ii)(C)
      will not be included as compensation for purposes of any qualified or
      nonqualified pension or welfare benefit plan of the Manpower Group.

      (d)   Golden Parachute Tax.

            (i)   Notwithstanding anything contained in this letter to the
                  contrary, in the event that any payment or distribution to or
                  for your benefit pursuant to the terms of this letter (a
                  "Payment" or "Payments") would be subject to the excise tax
                  imposed by Section 4999 of the Internal Revenue Code of 1986,
                  as amended (the "Code"), or any interest or penalties are
                  incurred by you with respect to such excise tax (such excise
                  tax, together with any interest and penalties, are
                  collectively referred to as the "Excise Tax"), then you shall
                  be entitled to receive an additional payment (a "Gross-Up
                  Payment") in an amount such that after payment by you of all
                  taxes (including any interest or penalties imposed with
                  respect to such taxes), including any Excise Tax, imposed upon
                  the Gross-Up Payment, you retain an amount of the Gross-Up
                  Payment equal to the Excise Tax imposed upon the Payments.

            (ii)  A determination shall be made as to whether and when a
                  Gross-Up Payment is required pursuant to this Subsection 2(d)
                  and the amount of such Gross-Up Payment, such determination to
                  be made within fifteen business days of the Date of
                  Termination, or such other time as requested by the
                  Corporation or by you (provided you reasonably believe that
                  any of the Payments may be subject to the Excise Tax).


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                  Such determination shall be made by a national independent
                  accounting firm selected by you (the "Accounting Firm"). All
                  fees, costs and expenses (including, but not limited to, the
                  cost of retaining experts) of the Accounting Firm shall be
                  borne by the Corporation and the Corporation shall pay such
                  fees, costs and expenses as they become due. The Accounting
                  Firm shall provide detailed supporting calculations,
                  acceptable to you, both to the Corporation and you. The
                  Gross-Up Payment, if any, as determined pursuant to this
                  Subsection 2(d)(ii) shall be paid by the Corporation to you
                  within five business days of the receipt of the Accounting
                  Firm's determination. Any such initial determination by the
                  Accounting Firm of whether or when a Gross-Up Payment is
                  required and, if such a payment is required, the amount
                  thereof shall be binding upon the Corporation and you subject
                  to the application of Subsection 2(d)(iii).

            (iii) 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 paid (an "Underpayment"). An Underpayment shall be deemed
                  to have occurred upon notice (formal or informal) to you from
                  any governmental taxing authority that your tax liability
                  (whether in respect of your then current taxable year or in
                  respect of any prior taxable year) may be increased by reason
                  of the imposition of the Excise Tax on a Payment or Payments
                  with respect to which the Corporation 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 upon a
                  Payment or Payments with respect to which you had previously
                  received a Gross-Up Payment. A Final Determination shall be
                  deemed to have occurred when you have received from the
                  applicable governmental taxing authority a refund of taxes or
                  other reduction in your tax liability by reason of the
                  Overpayment and upon either (A) the date a determination is
                  made by, or an agreement is entered into with, the applicable
                  governmental taxing authority which finally and conclusively
                  binds you 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 (B) the
                  expiration of the statute of limitations with your applicable
                  tax return. If an Underpayment occurs, you shall promptly
                  notify the Corporation and the Corporation shall pay to you at
                  least five business days prior to the date on which the
                  applicable governmental taxing authority has


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                  requested payment, an additional Gross-Up Payment equal to the
                  amount of the Underpayment plus any interest and penalties
                  imposed on the Underpayment. If an Overpayment occurs, the
                  amount of the Overpayment shall be treated as a loan by the
                  Corporation to you and you shall, within ten business days of
                  the occurrence of such Overpayment, pay to the Corporation the
                  amount of the Overpayment plus interest at an annual rate
                  equal to the rate provided for in Section 1274(b)(2)(B) of the
                  Code from the date the Gross-Up Payment (to which the
                  Overpayment relates) was paid to you.

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

      (e)   Payment. The payments provided for in Subsections 2(c)(i)(A) through
            (C) or 2(c)(ii)(A) through (C), above, will be made not later than
            the fifteenth business day following the Date of Termination, except
            as otherwise provided. 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 as
            announced from time to time by Firstar Bank of Milwaukee, compounded
            monthly.

      (f)   No Mitigation. You will not be required to mitigate the amount of
            any payment or benefit provided for in this Section 2 by seeking
            other employment or otherwise, nor will the amount of any payment
            provided for in this Section 2, unless otherwise provided herein, be
            reduced by any compensation earned by you as the result of
            employment by another employer after the Date of Termination, or
            otherwise.

      (g)   Release of Claims. Notwithstanding the foregoing, the Corporation
            will not pay you, and you have no right to receive, any benefit
            described in Section 2, 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 in Employment
            Act of 1967, as amended, Title VII of the Civil Rights Act of 1964,
            as amended, the Civil Rights


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            Act of 1991, the Equal Pay Act, as amended, and any other federal,
            state, or local law or regulation.

      (h)   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 in Section 6 of the Compensation Agreement, 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.    Noncompetition Agreement.

      (a)   Noncompetition. 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. During the one-year period which
            immediately follows the termination of your employment with the
            Manpower Group:

            (i)   You will not, directly or indirectly, contact any customer or
                  prospective customer of the Corporation with whom you have had
                  contact on behalf of the Corporation during the two-year
                  period preceding the date of such termination or any customer
                  or prospective customer about whom you obtained confidential
                  information in connection with your employment by the
                  Corporation during such two-year period so as to cause or
                  attempt to cause such customer or prospective customer of the
                  Corporation not to do business or to reduce such customer's
                  business with the Corporation or divert any business from the
                  Corporation.

            (ii)  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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      (b)   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
            Subsection 3(a), above. 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(h), 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.

      (c)   Nonapplication. Notwithstanding the above, this Section 3 will not
            apply if your employment with the Corporation is terminated by you
            for Good Reason or by the Corporation without Cause within two years
            after the occurrence of a Change of Control.

4.    Nondisparagement. Upon your termination of employment with the Manpower
      Group for any reason, the Manpower Group 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.

5.    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.

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

7.    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, subject to the
      obligations of the Corporation and the Manpower Group as set forth herein.

8.    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.


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9.    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.

10.   Previous Agreement. This letter, upon acceptance by you, and the
      Compensation Agreement expressly supersede any and all previous agreements
      or understandings relating to your employment by the Corporation or the
      Manpower Group or the termination of such employment, and any such
      agreement or agreements 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/ Michael J. Van Handel
                                            ------------------------------------
                                            Michael J. Van Handel, Senior Vice
                                              President and Chief Financial
                                              Officer

Agreed as of the 19th day of February, 2002.


/s/ Jeffrey A. Joerres
-------------------------------
Jeffrey A. Joerres


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