5301 North Ironwood Road
Milwaukee, Wisconsin 53217
April 26, 1999
Ashlin Management Company:
This letter will confirm our agreement with respect to the advisory services to be provided by Mr. John R. Walter to Manpower Inc. (the "Corporation"):
1. The Corporation is retaining Mr. Walter,
through Ashlin Management Company ("Ashlin"), to
provide such advice and assistance respecting the
affairs and activities of the Corporation and its
direct or indirect subsidiaries (the "Manpower
Group") as the senior executive officers of the
Corporation may reasonably request from time to
time, including without limitation, advice on
investor relations matters, conceptual strategic
planning matters, long-term growth planning and
compensation issues. We understand that these
services will be rendered on an irregular, part-
time basis at such times as are mutually agreed
upon by Mr. Walter and the Corporation.
2. This advisory relationship will begin on
the date of this letter and will continue until
April 30, 2001, subject to extension by our mutual
agreement, unless sooner terminated as provided
below (the "Advisory Period").
3. In consideration for Mr. Walter's
(a) The Corporation is granting to Mr.
Walter an option to purchase 175,000 shares
of the Corporation's common stock
contemporaneously with the execution and
delivery of this letter agreement.