ex-10_13g.htm


    
       

      Exhibit 10.13(g)

      


      Manpower
Inc.

      100
Manpower Place

      Milwaukee,
Wisconsin 53212

      


      Effective
November 10, 2008

      


      


      Mara
Swan

      Senior
Vice President

      Global
Human Resources

      Manpower
Inc.

      100
Manpower Place

      Milwaukee,
WI 53212

      


      Dear
Mara:

      


      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 entered into an agreement with you as of May 2, 2006
regarding certain severance protections.  Due to the requirements of
Internal Revenue Code (the “Code”) Section 409A regarding deferred compensation
and the potential application of Code Section 409A to that agreement, as well as
the Corporation’s desire to provide consistent severance protection for
executives of the Corporation who are members of the Executive Management
Committee, we are amending and superseding that letter dated May 2, 2006 and have agreed as
follows:

      


      
        	
                1.  

              	
                Definitions.  For
      purposes of this letter:

              


      

      


      
        	
                (a)  

              	
                Benefit
      Plans.  “Benefit Plans” means all benefits of employment
      generally made available to executives of the Corporation from time to
      time.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                (b)  

              	
                Cause.  Termination
      by the Manpower Group of your employment with the Manpower Group for
      “Cause” will mean termination upon (i) your repeated failure to
      perform your duties with the Manpower Group in a competent, diligent and
      satisfactory manner as determined by the Corporation’s Chief Executive
      Officer in his reasonable judgment, (ii) failure or refusal to follow
      the reasonable instructions or direction of the Corporation’s Chief
      Executive Officer, which failure or refusal remains uncured, if subject to
      cure, to the reasonable satisfaction of the Corporation’s Chief Executive
      Officer for five (5) business days after receiving notice thereof from the
      Corporation’s Chief Executive Officer, or repeated failure or refusal to
      follow the reasonable instructions or directions of the Corporation’s
      Chief Executive Officer, (iii) any act by you of fraud, material
      dishonesty or material disloyalty involving the Manpower Group,
      (iv) any violation by you of a Manpower Group policy of material
      import, (v) any act by you of moral turpitude which is likely to result in
      discredit to or loss of business, reputation or goodwill of the Manpower
      Group, (vi) your chronic absence from work other than by reason of a
      serious health condition, (vii) your commission of a crime the
      circumstances of which substantially relate to your employment duties with
      the Manpower Group, or (viii) the willful engaging by you in conduct
      which is demonstrably and materially injurious to the Manpower
      Group.  For purposes of this Subsection 1(b), no act, or
      failure to act, on your part will be deemed “willful” unless done, or
      omitted to be done, by you not in good
faith.

              


      

      


      
        	
                (c)  

              	
                Change of
      Control.  A “Change of Control” will mean the first to
      occur of the following:

              


      

      


      
        	
                (i)  

              	
                the
      acquisition (other than from the Corporation), by any Person (as defined
      in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934,
      as amended (the “Exchange Act”)), directly or indirectly, of 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

              


      

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
        	
                (ii)  

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

              


      

      


      
        	
                (iii)  

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

              


      

      


      
        	
                (iv)  

              	
                individuals
      who, as of the date of this letter, constitute the Board of Directors of
      the Corporation (as of such date, the “Incumbent Board”) cease for any
      reason to constitute at least a majority of such Board; provided, however,
      that any person becoming a director subsequent to the date of this letter
      whose election, or nomination for election by the shareholders of the
      Corporation, was approved by at least a majority of the directors then
      comprising the Incumbent Board shall be, for purposes of this letter,
      considered as though such person were a member of the Incumbent Board but
      excluding, for this purpose, any such individual 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-12(c); or

              


      

      


      
        	
                (v)  

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

              


      

       

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

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
        	
                (d)  

              	
                Good
      Reason.  “Good Reason” will mean, without your consent,
      the occurrence of any one or more of the following during the
      Term:

              


      

      


      (i)           a
material dimunition in your authority, duties or responsibilities;

      


      
        	
                 
      

              	
                (ii)

              	
                any
      material breach of this agreement by the Corporation or of any material
      obligation of any member of the Manpower Group for the payment or
      provision of compensation or other benefits to
  you;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                a
      material dimunition in your base salary or a failure by the Manpower Group
      to provide an arrangement for you for any fiscal year of the Manpower
      Group giving you the opportunity to earn an incentive bonus for such
      year;

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                your
      being required by the Corporation to materially change the location of
      your principal office; provided such new location is one in excess of
      fifty miles from the location of your principal office before such change;
      or

              


      

      


      
        	
                 
      

              	
                (v)

              	
                a
      material dimunition in your annual target bonus opportunity for a given
      fiscal year within two years after the occurrence of a Change of Control,
      as compared to the annual target bonus opportunity for the fiscal year
      immediately preceding the fiscal year in which a Change of Control
      occurred.

              


      

      


      Notwithstanding
Subsections 1(d)(i) – (v) above, Good Reason does not exist unless (i) you
object to any material dimunition or breach described above by written notice to
the Corporation within twenty (20) business days after such dimunition or breach
occurs, (ii) the Corporation fails to cure such dimunition or breach within
thirty (30) days after such notice is given and (iii) your employment with the
Manpower Group is terminated by you within ninety (90) days after such
dimunition or breach occurs.  Further, notwithstanding Subsections
1(d)(i)-(v), above, Good Reason does not exist if, at a time that is not during
a Protected Period or within two years after the occurrence of a Change of
Control, the Corporation’s Chief Executive Officer, in good faith and with a
reasonable belief that the reassignment is in the best interest of the Manpower
Group, reassigns you to another senior executive level position in the Manpower
Group provided that your base compensation (either base salary or target bonus
opportunity for any year ending after the date of reassignment) is not less than
such base salary or target bonus opportunity in effect prior to such
reassignment for the year in which such reassignment occurs.

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
        	
                (e)  

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

              


      

      


      
        	
                (f)  

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

              


      

      


      
        	
                (g)  

              	
                Protected
      Period.  The “Protected Period” shall be a period of time
      determined in accordance with the
following:

              


      

      


      
        	
                (i)  

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

              


      

      


      
        	
                (ii)  

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

              


      

      


      
        	
                (iii)  

              	
                in
      the case of any Change of Control not described in Subsections 1(g)(i) or
      (ii), above, the Protected Period shall commence on the date that is six
      months prior to the Change of Control and shall continue through and
      including the date of the Change of
Control.

              


      

      


      
        	
                (h)  

              	
                Term.  The
      “Term” will be a period beginning on November 10, 2008 and ending on the
      first to occur of the following:  (a) the date which is the
      two-year anniversary of the occurrence of a Change of Control; (b) the
      date which is the three-year anniversary of May 2, 2006 if no Change of
      Control occurs between November 10, 2008 and such three-year anniversary;
      or (c) the Date of Termination.

              


      

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      
        	
                2.  

              	
                Compensation and
      Benefits on Termination.

              


      

      


      
        	
                (a)  

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

              


      

      


      
        	
                (b)  

              	
                Termination by 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 or provide you with (i) your full
      base salary as then in effect through the Date of Termination,
      (ii) your unpaid bonus, if any, attributable to any complete fiscal
      year of the Manpower Group ended before the Date of Termination,
      (iii) a bonus for the fiscal year during which the Date of
      Termination occurs equal to your target annual bonus for the fiscal year
      in which the Date of Termination occurs, but prorated for the actual
      number of days you were employed during such fiscal year, payable within
      sixty days after the Date of Termination, and (iv) all benefits to
      which you are entitled under any Benefit Plans in accordance with the
      terms of such plans.  For purposes of this letter, “disability”
      means that you (i) are unable to engage in any substantial gainful
      activity by reason of any medically determinable physical or mental
      impairment which can be expected to result in death or can be expected to
      last for a continuous period of not less than twelve months, or (ii) are,
      by reason of any medically determinable physical or mental impairment
      which can be expected to result in death or can be expected to last for a
      continuous period of not less than twelve months, receiving income
      replacement benefits for a period of not less than three months under an
      accident and health plan covering employees of the Corporation or the
      Manpower Group.  The Manpower Group will have no further
      obligations to you.

              


      

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
        	
                (c)  

              	
                Termination for Any
      Other Reason.

              


      

      


      
        	
                (i)  

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

              


      

      


      
        	
                (A)  

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

              


      

      
        	
                (B)  

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

              


      

      
        	
                (C)  

              	
                the
      Corporation will pay you, a bonus for the fiscal year during which the
      Date of Termination occurs equal in amount to your target annual bonus for
      the fiscal year in which the Change of Control occurs; provided, however,
      that if the Change of Control occurs prior to the date on which the
      Executive Compensation Committee of the Board approves a bona fide target
      annual bonus for the fiscal year in which the Change of Control occurs,
      the bonus paid hereunder shall be equal in amount to your target annual
      bonus for the fiscal year prior to the fiscal year in which the Change of
      Control occurs;

              


      

      
        	
                (D)  

              	
                the
      Corporation will pay, as a severance benefit to you, a lump-sum payment
      equal to two times the sum of (1) your annual base salary at the
      highest rate in effect during the Term and (2)  your target annual
      bonus for the fiscal year in which the Change of Control occurs (or, to
      the extent the Change of Control occurs prior to the date on which the
      Executive Compensation Committee of the Board approves a bona fide target
      annual bonus for the fiscal year in which the Change of Control occurs,
      your target annual bonus for the fiscal year prior to the fiscal year in
      which the Change of Control
occurs);

              


      

      
      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        
        

      

      
        
          
            	
                    (E)  

                  	
                    for up to an eighteen-month period after the Date of Termination, the
      Corporation will arrange to provide you and your eligible dependents, at
      the Manpower Group's expense, with Health Insurance Continuation (defined
      below), or other substantially similar coverage, in which you were
      participating on the Date of Termination; 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 or your dependents 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, as amended
      ("COBRA"), or similar foreign or state laws will commence on the Date of
      Termination. 

                     

                    For purposes of this Subsection 2(c)(i)(E), “Health Insurance
      Continuation” means that, if, and to the extent, you or any of your
      eligible dependents, following the Date of Termination, elect to continue
      coverage under the Corporation’s group medical and dental insurance plans,
      in accordance with the requirements of COBRA or similar foreign or state
      laws, the Manpower Group will pay the total cost of such COBRA coverage
      for the first eighteen months for which you and/or your eligible
      dependents are eligible for such coverage; provided, however, that if you,
      your spouse or any other eligible dependent commences new employment
      during such eighteen-month period and becomes eligible for health
      insurance benefits from such new employer, the Corporation’s obligation to
      provide such Corporation-subsidized COBRA coverage to you or such eligible
      dependent shall terminate as of the date you or such dependent becomes
      eligible to receive such health insurance benefits from such new
      employer.  Immediately following this period of
      Corporation-subsidized COBRA coverage, you and/or your eligible
      dependents, as applicable, will be solely responsible for payment of the
      entire cost of COBRA coverage if such coverage remains available and you
      and/or your eligible dependents choose to continue such
      coverage.  Within five calendar days of you or any of your
      eligible dependents becoming eligible to receive health insurance benefits
      from a new employer, you agree to inform the Corporation of such fact in
      writing.  If the Manpower Group determines that the
      Corporation-subsidized COBRA payments provided by this Subsection
      2(c)(i)(E) are taxable, the payments will be grossed-up so that the net
      amount received by you, after subtraction of all taxes applicable to the
      payments plus the gross-up amount, will equal the cost of such COBRA
      coverage; and

                  


          

        

         

         

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

        
          	
                  (F)  

                	The Corporation will make available to you, an outplacement service
      program, chosen by the Corporation, and provided by the Corporation or its
      subsidiaries or an outplacement service provider selected by the
      Corporation.  Such outplacement service program will be of a
      duration chosen by the Corporation but will not, in any instance, end
      later than one (1) year following the Date of Termination.  Upon
      completion of the outplacement program specified in this Subsection
      2(c)(i)(F), you will be solely responsible for payment of any additional
      costs incurred as a result of your use of such outplacement
      services.  The Corporation will not substitute cash or other
      compensation in lieu of the outplacement service program specified in this
      Subsection 2(c)(i)(F).


        

         

      

       

      
        	
                (ii)  

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

              


      

       

      
        
        

      

      
        	
                (A)  

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

              
	
                (B)  

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


      

      
      

      
        	
                (C)  

              	
                the
      Corporation will pay you, a bonus for the fiscal year during which the
      Date of Termination occurs equal in amount to the bonus you would have
      received for the full fiscal year had your employment not terminated,
      determined by the actual financial results of the Corporation at year-end
      towards any non-discretionary financial goals and by basing any
      discretionary component at the target level of such component; provided,
      however, that such bonus will be prorated for the actual number of days
      you were employed during the fiscal year during which the Date of
      Termination occurs;

              


      

      
        	
                (D)  

              	
                the
      Corporation will pay, as a severance benefit to you, a lump sum payment
      equal to (1) the amount of your annual base salary at the highest rate in
      effect during the Term plus (2) your target annual bonus for the fiscal
      year in which the Date of Termination occurs (or, to the extent the Date
      of Termination occurs prior to the date on which the Executive
      Compensation Committee of the Board approves a bona fide target annual
      bonus for you for the fiscal year in which the Date of Termination occurs,
      your target annual bonus for the fiscal year prior to the fiscal year in
      which the Date of Termination
occurs);

              


      

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      
      

       

      
        
        

      

       

      
        	
                (E)  

              	
                for up to an eighteen-month period after the Date of Termination, the
      Corporation will arrange to provide you and your eligible dependents, at
      the Manpower Group's expense, with Health Insurance Continuation (defined
      below), or other substantially similar coverage, in which you were
      participating on the Date of Termination; 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 or your dependents 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, as amended
      ("COBRA"), or similar foreign or state laws will commence on the Date of
      Termination. 

                 

                For purposes of this Subsection 2(c)(i)(E), “Health Insurance
      Continuation” means that, if, and to the extent, you or any of your
      eligible dependents, following the Date of Termination, elect to continue
      coverage under the Corporation’s group medical and dental insurance plans,
      in accordance with the requirements of COBRA or similar foreign or state
      laws, the Manpower Group will pay the total cost of such COBRA coverage
      for the first eighteen months for which you and/or your eligible
      dependents are eligible for such coverage; provided, however, that if you,
      your spouse or any other eligible dependent commences new employment
      during such eighteen-month period and becomes eligible for health
      insurance benefits from such new employer, the Corporation’s obligation to
      provide such Corporation-subsidized COBRA coverage to you or such eligible
      dependent shall terminate as of the date you or such dependent becomes
      eligible to receive such health insurance benefits from such new
      employer.  Immediately following this period of
      Corporation-subsidized COBRA coverage, you and/or your eligible
      dependents, as applicable, will be solely responsible for payment of the
      entire cost of COBRA coverage if such coverage remains available and you
      and/or your eligible dependents choose to continue such
      coverage.  Within five calendar days of you or any of your
      eligible dependents becoming eligible to receive health insurance benefits
      from a new employer, you agree to inform the Corporation of such fact in
      writing.  If the Manpower Group determines that the
      Corporation-subsidized COBRA payments provided by this Subsection
      2(c)(i)(E) are taxable, the payments will be grossed-up so that the net
      amount received by you, after subtraction of all taxes applicable to the
      payments plus the gross-up amount, will equal the cost of such COBRA
      coverage; and

              


      

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        	
                (F)  

              	The Corporation will make available to you, an outplacement service
      program, chosen by the Corporation, and provided by the Corporation or its
      subsidiaries or an outplacement service provider selected by the
      Corporation.  Such outplacement service program will be of a
      duration chosen by the Corporation but will not, in any instance, end
      later than one (1) year following the Date of Termination.  Upon
      completion of the outplacement program specified in this Subsection
      2(c)(i)(F), you will be solely responsible for payment of any additional
      costs incurred as a result of your use of such outplacement
      services.  The Corporation will not substitute cash or other
      compensation in lieu of the outplacement service program specified in this
      Subsection 2(c)(i)(F).


      

       

          The amounts
paid to you pursuant to Subsection 2(c)(i)(D) or 2(c)(ii)(D) will not be
included as compensation for purposes of any qualified or nonqualified pension
or welfare benefit plan of the Manpower Group.  Notwithstanding
anything contained herein to the contrary, the Corporation, based on the advice
of its legal or tax counsel, shall compute whether there would be any “excess
parachute payments” payable to you, within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended (the “Code”), taking into account the
total ‘‘parachute payments,” within the meaning of Section 280G of the Code,
payable to you by the Corporation under this letter agreement and any other
plan, agreement or otherwise.  If there would be any excess parachute
payments, the Corporation, based on the advice of its legal or tax counsel,
shall compute the net after-tax proceeds to you, taking into account the excise
tax imposed by Section 4999 of the Code, as if (i) amount to be paid to you
pursuant to Subsection 2(c)(i)(D) were reduced, but not below zero, such that
the total parachute payments payable to you would not exceed three (3) times the
“base amount” as defined in Section 280G of the Code, less One Dollar ($1.00),
or (ii) the full amount to be paid to you pursuant to Subsection 2(c)(i)(D) were
not reduced.  If reducing the amount otherwise payable to you pursuant
to Subsection 2(c)(i)(D) hereof would result in a greater after-tax amount to
you, such reduced amount shall be paid to you and the remainder shall be
forfeited by you as of the Date of Termination.  If not reducing the
amount otherwise payable to you pursuant to Subsection 2(c)(i)(D) would result
in a greater after-tax amount to you, the amount payable to you pursuant to
Subsection 2(c)(i)(D) shall not be reduced.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
        	
                (d)  

              	
                Payment.  The
      payments provided for in Subsection 2(c)(i)(A) or 2(c)(ii)(A), above,
      will be made no later than required by applicable law.  The
      bonus payment provided for in Subsection 2(c)(i)(B) or 2(c)(ii)(B) will be
      made pursuant to the terms of the applicable bonus plan.  The
      bonus payment provided for in Subsection 2(c)(i)(C) will be paid no later
      than thirty (30) days after the Date of Termination.  The bonus
      payment provided for in Subsection 2(c)(ii)(C) will between January 1 and
      March 15 of the calendar year following the Date of
      Termination.  The severance benefit provided for in Subsection
      2(c)(i)(D) or 2(c)(ii)(D) will be paid in one lump sum no later than
      thirty (30) days after the Date of Termination.  While the
      parties acknowledge that the payments in the previous three sentences are
      intended to be “short-term deferrals” and therefore are exempt from the
      application of Section 409A of the Code, to the extent (i) further
      guidance or interpretation is issued by the IRS after the date of this
      letter agreement which would indicate that the payments do not qualify as
      “short-term deferrals,” and (ii) you are a “specified employee” within the
      meaning of Section 409A(a)(2)(B)(i) of the Code upon the Date of
      Termination, such payments shall be delayed and instead shall be paid in
      one lump sum on the date that is six months after the Date of
      Termination.  If any of such payment is not made when due
      (hereinafter a “Delinquent Payment”), in addition to such principal sum,
      the Corporation will pay you interest on any and all such Delinquent
      Payments from the date due computed at the prime rate, compounded
      monthly.  Such prime rate shall be the prime rate (currently the
      base rate on corporate loans posted by at least 75% of the 30 largest U.S.
      banks) in effect from time to time as reported in The Wall Street
      Journal, Midwest edition (or, if not so reported, as reported in
      such other similar source(s) as the Corporation shall
    select).

              


      

      


      
        	
                (e)  

              	
                Release of
      Claims.  Notwithstanding the foregoing, you will have no
      right to receive any payment or benefit described in Subsections
      2(c)(i)(C)-(F) or 2(c)(ii)(C)-(F), 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, stockholders, members, partners, 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, and the
      Civil Rights Act of 1991, but excluding any claims covered under any
      applicable workers’ compensation
act.

              


      

      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      
        	
                (f)  

              	
                Forfeiture.  Notwithstanding
      the foregoing, your right to receive the payments and benefits to be
      provided to you under this Section 2 beyond those described in Subsection
      2(a), above, is conditioned upon your performance of the obligations
      stated in Sections 3-6, below, and upon your breach of any such
      obligations, you will immediately return to the Corporation the amount of
      such payments and benefits and you will no longer have any right to
      receive any such payments or
benefits.

              


      

      


      
        	
                3.  

              	
                Nondisclosure.

              


      

      


      
        	
                (a)  

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

              


      

      


      
        
          	
                                   (b)

                	
                  Upon
      your termination, for whatever reason, of employment with the Manpower
      Group, or at any other time upon request of the Corporation, you will
      promptly surrender to the Corporation, or with the permission of the
      Corporation destroy and certify such destruction to the Corporation, any
      documents, materials, or computer or electronic records containing any
      Confidential Information which are in your possession or under your
      control.

                


        

      

      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      
        	
                4.  

              	
                Nonsolicitation of
      Employees.  You agree that you will not, at any time
      during the term of your employment with the Manpower Group or during the
      one-year period following your termination, for whatever reason, of
      employment with the Manpower Group, either on your own account or in
      conjunction with or on behalf of any other person, company, business
      entity, or other organization whatsoever, directly or indirectly induce,
      solicit, entice or procure any person who is a managerial employee of any
      company in the Manpower Group (but in the event of your termination, any
      such managerial employee that you have had contact with in the two years
      prior to your termination) to terminate his or her employment with the
      Manpower Group so as to accept employment elsewhere or to diminish or
      curtail the services such person provides to the Manpower
      Group.

              


      

       

      5.        
Customer
Nonsolicitation.

      


      
        	
                 
      

              	
                (a)

              	
                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
      anywhere the Manpower Group does
business.

              


      

       

      
        	
                 
      

              	
                (b)

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

              


      

       

      
        	
                6.

              	
                Noncompetition.  During
      the one-year period which immediately follows the termination, for
      whatever reason, of your employment with the Manpower Group, you will not,
      directly or indirectly, provide services or assistance of a nature similar
      to the services you provided to the Manpower Group during the two-year
      period immediately preceding the Date of Termination to any entity (i)
      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
      US $500,000,000 or (ii) engaged in the business of providing permanent
      placement, professional staffing, outplacement or human resources
      consulting 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 US $250,000,000.  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 or disclosure of Confidential
      Information pertaining to the Manpower
Group.

              


      

      


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      
        	
                7.  

              	
                Injunctive and Other
      Interim Measures.

              


      

      
        	
                 
      

              	
                (a)

              	
                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 Sections 3-6,
      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(f), above (which the
      parties agree would not be an adequate remedy), and any other remedies and
      damages, to, including, but not limited to, provisional or interim
      measures, including temporary and permanent injunctive relief, without the
      necessity of posting a bond or other security, from a court of competent
      jurisdiction restraining the actual, impending or threatened violation, or
      further violation, of such restrictions by you and by any other person or
      entity for whom you may be acting or who is acting for you or in concert
      with you.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Equitable
      Extension.  The duration of any restriction in
      Section 3-6, above, will be extended by any period during which such
      restriction is violated by you.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Nonapplication.  Notwithstanding
      the above, Sections 5 and 6, above, will not apply if your employment
      with the Manpower Group is terminated by you for Good Reason or by
      the Corporation without Cause either during a Protected Period or within
      two years after the occurrence of a Change of
  Control.

              


      

      


      
        	
                8.

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

              


      

       

      
        	
                9.

              	
                Nondisparagement.  Upon
      your termination, for whatever reason, of employment with the Manpower
      Group, the Corporation agrees that its directors and officers, during
      their employment by or service to the Manpower Group, will refrain from
      making any statements that disparage or otherwise impair your reputation
      or commercial interests.  Upon your termination, for whatever
      reason, of employment with the Manpower Group, you agree to refrain from
      making any statements that disparage or otherwise impair the reputation,
      goodwill, or commercial interests of the Manpower Group, or its officers,
      directors, or employees.  However, the foregoing will not
      preclude the Corporation from providing truthful information about you
      concerning your employment or termination of employment with the Manpower
      Group in response to an inquiry from a prospective employer in connection
      with your possible employment, and will not preclude either party from
      providing truthful testimony pursuant to subpoena or other legal process
      or in the course of any proceeding that may be commenced for purposes of
      enforcing this letter agreement.

              


      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      
        	
                10.

              	
                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.

              


      

      


      


      
        	
                11.

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

              


      

      


      
        	
                12.

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

              


      

      


      
        	
                13.

              	
                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.

              


      

      


      
        	
                14.

              	
                Withholding.  The
      Manpower Group 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.

              


      

      


      
        	
                15.

              	
                Applicable
      Law.  This Agreement shall be governed by and interpreted
      in accordance with the laws of the State of New York, United States of
      America, without regard to its conflict of law
  provisions.

              


      

      


      
        	
                16.

              	
                Reduction of Amounts
      Due Under Law.  You agree that any severance payment
      (i.e, any payment
      other than a payment for salary through your Date of Termination or for a
      bonus earned in the prior fiscal year but not yet paid) to you pursuant to
      this agreement will be counted towards any severance type payments
      otherwise due you under law.  By way of illustration, English
      law requires notice period of one (1) week for every year of service up to
      a maximum of twelve (12) weeks of notice.  In the event you are
      terminated without notice and you would otherwise be entitled to a
      severance payment hereunder, such severance payment will be considered to
      be payment in lieu of such notice.

              


      

      


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      
        	
                17.

              	
                Previous
      Agreements.  To the extent your Date of Termination does
      not occur prior to the effective date of this letter indicated above and
      you accept this letter with your signature below, this letter, upon its
      effective date indicated above, expressly supersedes any and all previous
      agreements or understandings relating to your employment by the
      Corporation or the Manpower Group, except for the letter from the
      Corporation to you dated July 8, 2005, regarding the Corporation’s offer
      of employment to you (provided this letter will supersede the sections of
      any prior letter concerning severance protection and restrictive
      covenants), or the termination of such employment, and any such agreements
      or understandings shall, as of the date of your acceptance, have no
      further force or effect.  For the sake of clarification, to the
      extent your Date of Termination occurs prior to the effective date of this
      letter indicated above, the provisions of the letter from the Corporation
      to you dated May 2, 2006 shall control instead of this
    letter.

              


      

      


      
        	
                18.

              	
                Dispute
      Resolution.  Section 7 to the contrary notwithstanding,
      the parties shall, to the extent feasible, attempt in good faith to
      resolve promptly by negotiation any dispute arising out of or relating to
      your employment by the Manpower Group pursuant to this letter
      agreement.  In the event any such dispute has not been resolved
      within 30 days after a party’s request for negotiation, either party may
      initiate arbitration as hereinafter provided.  For purposes of
      this Section 18, the party initiating arbitration shall be denominated the
      “Claimant” and the other party shall be denominated the
      “Respondent.”

              


      

      


      
        	
                 
      

              	
                (a)

              	
                If
      your principal place of employment with the Manpower Group is outside the
      United States, any dispute arising out of or relating to this letter
      agreement, including the breach, termination or validity thereof, shall be
      finally resolved by arbitration before a sole arbitrator in accordance
      with the International Institute for Conflict Prevention and Resolution
      International Rules for Non-Administered Arbitration (the “CPR
      International Rules”) as then in effect.  If the parties are
      unable to select the arbitrator within 30 days after Respondent’s receipt
      of Claimant’s Notice of Arbitration and the 30-day deadline has not been
      extended by the parties’ agreement, the arbitrator shall be selected by
      CPR as provided in CPR International Rule 6.  The seat of the
      arbitration shall be the Borough of Manhattan in the City, County and
      State of New York, United States of America.  The arbitration
      shall be conducted in the English language.  Judgment upon the
      award rendered by the arbitrator may be entered by any court having
      jurisdiction thereof.  Anything in the foregoing to the contrary
      notwithstanding, the parties expressly agree that at any time before the
      arbitrator has been selected and the initial pre-hearing conference
      provided for in International Rule 9.3 has been held, either of them shall
      have the right to apply to any court located in Milwaukee County,
      Wisconsin, United States of America, to whose jurisdiction they agree to
      submit, or to any other court that otherwise has jurisdiction over the
      parties, for provisional or interim measures including, but not limited
      to, temporary or permanent injunctive
relief.

              


      

      


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      
        	
                (b)  

              	
                If
      your principal place of employment with the Manpower Group is within the
      United States, any dispute arising out of or relating to this letter
      agreement, including the breach, termination or validity thereof, shall be
      finally resolved by arbitration before a sole arbitrator in accordance
      with the International Institute for Conflict Prevention and Resolution
      Rules for Non-Administered Arbitration (the “CPR Rules”) as then in
      effect.  If the parties are unable to select the arbitrator
      within 30 days after Respondent’s receipt of Claimant’s Notice of
      Arbitration and the 30-day deadline has not been extended by the parties’
      agreement, the arbitrator shall be selected by CPR as provided in Rule 6
      of the CPR Rules.  The seat of the arbitration shall be
      Milwaukee, Wisconsin, United States of America.  The arbitration
      shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et
      seq.  Judgment upon the award rendered by the arbitrator
      may be entered by any court having jurisdiction
      thereof.  Anything in the foregoing to the contrary
      notwithstanding, the parties expressly agree that at any time before the
      arbitrator has been selected and the initial pre-hearing conference has
      been held as provided in Rule 9.3 of the CPR Rules, either of them shall
      have the right to apply to any court located in Milwaukee County,
      Wisconsin, United States of America to whose jurisdiction they agree to
      submit, or to any other court that otherwise has jurisdiction over the
      parties, for provisional or interim measures, including, but not limited
      to, temporary or permanent injunctive
relief.

              


      

      


      
        	
                19.

              	
                Severability.
      The obligations imposed by Paragraphs 3-7, above, of this agreement are
      severable and should be construed independently of each
      other.  The invalidity of one such provision shall not affect
      the validity of any other such
provision.

              


      

       

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

                                  

      Sincerely,

      


      MANPOWER
INC.

       

      By:
 /s/
Jeffrey A. Joerres

      Jeffrey
A. Joerres, President and

      Chief
Executive Officer

      
 

      Agreed as of the 10th day of
November, 2008.

       

        /s/ Mara
Swan                                                              

      Mara
Swan

      


      


      


      3554268_1

       

18