ex-10_11b.htm


     

    Exhibit 10.11(b) 

                                                                                                              

      
        
          
            	 Manpower Inc. 	 	Manpower Holdings Limited
	 5301 North Ironwood Road	 	The Old
      Dairy
	
                     Milwaukee, Wisconsin
      53217

                  	 	Griffin
      Farm
	 	 	Toddington, UK
	 	 	 
	 	 	 
	 	  

                    Effective
      April 1, 2008

                  	 


          

        

         

      

       

      Ms.
Barbara Beck:

      


      We
have agreed as follows with respect to the
compensation to be paid and the other benefits to be provided to you in
connection with your employment relocation by Manpower Inc. (the “Corporation”)
and in accordance with that letter agreement between you and the Corporation
dated December 20, 2005 (the “Assignment Letter”):

       

          1. Position.  In
connection with your relocation by the Corporation, effective as of April 1,
2008, your employment will be with the Corporation as President - Europe, Middle
East and Africa (“President - EMEA”).  As President - EMEA, you will
perform such duties as may be assigned to you from time to time, and as may be
consistent with the position of President - EMEA, as determined by the
Corporation’s Chief Executive Officer.  You agree to devote your best
efforts and full business time to the performance of the duties assigned to
you.  Your base of operations for the performance of your duties will
be Milwaukee, Wisconsin.

       

          2. Term.  The
Term referred to in the Assignment Letter will end effective March 31,
2008.

       

          3. Housing.  Notwithstanding
the end of the Term in the Assignment Letter, Manpower Holdings Limited
(“Holdings”) shall continue to permit you use the property at 4 Aspen Court in
Surrey, England while you are in London until the expiration of the lease on
such property on July 7, 2008.

       

          4. Tax
Preparation.  Your
income tax returns for any year or partial year while you continue in your
position as President - EMEA for income earned during that period, shall be
prepared by a nationally recognized accounting firm of the Corporation’s choice,
and the Corporation agrees to directly pay the fees charged by such firm to
prepare such tax returns upon the Corporation’s receipt of such invoices from
the accounting firm.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

          5. Tax
Protection.  The
Corporation will reimburse you for the total United States (state and federal)
and foreign taxes incurred by you related to your base salary, bonus, equity
compensation and benefits received by you under this letter agreement as a
result of your position as President - EMEA and the business travel you perform
in furtherance of your duties as President - EMEA, in excess of the total United
States (state and federal) taxes you would have incurred as a result of
receiving such payments if you worked exclusively within the United
States.  As noted, the Corporation’s obligation to reimburse you for
such excess taxes relates only to items of income and benefits you receive from
the Corporation for services rendered to the Corporation.  The
Corporation’s obligation to reimburse you for excess taxes shall not apply to
any severance payments under the severance agreement entered into between you
and the Corporation dated May 12, 2006 (the “Severance Agreement”) or any
successor agreement.  Payments of such reimbursements for excess taxes
shall be made no later than the end of the second taxable year beginning after
the taxable year in which your U.S. federal income tax return is required to be
filed (including any extensions) for the year in which the compensation subject
to such reimbursement relates.

       

      In
addition, the Corporation will reimburse you for all United States (state and
federal) and foreign taxes incurred by you as a result of receiving the benefits
described in paragraphs 3 and 4 of this letter agreement.  These
reimbursements will be grossed-up so that the net amount received by you, after
subtraction of all taxes applicable to the reimbursement plus the gross-up
amount, will equal the reimbursement amount.  Reimbursements under
this paragraph will be paid to you no later than the end of the taxable year
next following the taxable year in which you pay taxes on the benefits described
in paragraphs 3 and 4, above.

       

      The
amounts to be reimbursed under this paragraph will be determined by a nationally
recognized accounting firm selected by the Corporation, whose determination will
be binding on both parties.  You agree to take such reasonable steps
and make such elections as the Corporation may request in order to reduce the
Corporation’s obligations under this paragraph provided, however, that if such
elections are expected to impact tax years subsequent to the period you are
serving as the Corporation’s President - EMEA, you will not be required to do so
unless you consent to such actions, which consent shall not be unreasonably
withheld.

       

          6. Termination of Employment
with Holdings; Release of Claims.  As
noted above, in connection with your relocation to the United States, with
effect from April 1, 2008, your employer will be Manpower Inc.  In
signing this letter, you acknowledge and agree that you have no claims against
Holdings in respect of your employment with that entity or its termination and
that you are not entitled, by virtue of your relocation, to any payment under
the Severance Agreement.  You also acknowledge and agree that you have
no claims against Manpower Plc in respect of your employment with that entity or
its termination.

       

          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.

       

      
        
          
          

        

        
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          8. No Right to Remain
Employed.  The
“Manpower Group” is the Corporation and its direct and indirect
subsidiaries.  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.  It is expressly understood that
your employment with the Corporation is employment that is terminable at will by
notice from the Corporation.

       

          9. 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.

       

          10. Choice of
Law.  This
Agreement shall be governed by the internal laws of the State of Wisconsin,
without regard to the conflict of laws, subject to any mandatory laws of England
and Wales.

       

          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/ Mara Swan

                            	 
	 	
                                    Mara
      Swan

                            	 
	 	 
      	 
	 	
                              MANPOWER
      HOLDINGS LIMITED

                            	 
	 	 
      	 
	 	 
      	 
	 	
                              By:/s/ Michael J. Lynch

                            	 
	 	
                                    Michael
      J. Lynch

                            	 


                    

                  

                

              

            

          

        

        





      


      Agreed
as of the 1st day of
April, 2008.

      


      


      


      /s/ Barbara
Beck                                                                

      Barbara
Beck

      


      


      


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