MANPOWER INC /WI/
AMENDMENT TO SEVERANCE AGREEMENT - JEFFREY JOERRES
<DOCUMENT>
<TYPE>EX-10.18(C)
<SEQUENCE>5
<FILENAME>c75053exv10w18xcy.txt
<DESCRIPTION>AMENDMENT TO SEVERANCE AGREEMENT - JEFFREY JOERRES
<TEXT>
<PAGE>
                                                                Exhibit 10.18(c)

                                  Manpower Inc.
                            5301 North Ironwood Road
                           Milwaukee, Wisconsin 53217

                                October 29, 2002

Mr. Jeffrey A. Joerres:

      Please refer to our letter agreement dated and accepted by you February
19, 2002 (the "Prior Agreement") regarding payments and benefits due to you upon
your termination of employment. The capitalized terms used below which are not
otherwise defined in this letter will have the meanings assigned to them in the
Prior Agreement. We have agreed to amend the Prior Agreement as follows:

      (1) Subsection 1(b) of the Prior Agreement is amended to read as follows:

            "(b) Change of Control. A "Change of Control" shall mean the first
      to occur of any 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 Exchange
            Act), directly or indirectly, of beneficial ownership (within the
            meaning of Exchange Act Rule 13d-3) of 50% or more of the then
            outstanding shares of common stock of the Corporation or voting
            securities representing 50% or more 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) 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
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Mr. Jeffrey A. Joerres
October 29, 2002
Page 2


            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) 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 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 a vote of 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) 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.

      (2) A new Subsection 1(i) is added to read as follows:

            "(i) 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;
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Mr. Jeffrey A. Joerres
October 29, 2002
Page 3


                  (ii) if a Change of Control is triggered by 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
            clauses (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."

      (3) The portion of the sentence preceding the colon in Subsection 2(c)(i)
is amended to read as follows:

            "(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 Subsection 2(a) or (b), above, you will be entitled to the
      following:"

      (4) Except as modified by this letter, the Prior Agreement will remain in
full force and effect.

      This letter also will confirm our agreement that the Manpower Inc. 2002
Corporate Senior Management Incentive Plan, in which you are a participant, is
amended as described in the schedule attached to this letter.

      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.

                                        MANPOWER INC.


                                        By:/s/ Michael J. Van Handel
                                           -------------------------------------
                                            Michael J. Van Handel,
                                            Executive Vice President and
                                            Chief Financial Officer
Agreed as of the 29th
day of October, 2002.


/s/ Jeffrey A. Joerres
------------------------------
Jeffrey A. Joerres
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Mr. Jeffrey A. Joerres
October 29, 2002
Page 4


                                    AMENDMENT

                                       OF

          MANPOWER INC. 2002 CORPORATE SENIOR MANAGEMENT INCENTIVE PLAN

Subsection 3(c) of Article I is amended to read as follows:

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

                  (1) the acquisition (other than from the Company), by any
            Person (as defined in Sections 13(d)(3) and 14(d)(2) of the Exchange
            Act), directly or indirectly, of beneficial ownership (within the
            meaning of Exchange Act Rule 13d-3) of 50% or more of the then
            outstanding shares of common stock of the Company or voting
            securities representing 50% or more of the combined voting power of
            the Company'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
            Company (A) by the Company, any of its subsidiaries, or any employee
            benefit plan (or related trust) sponsored or maintained by the
            Company or any of its subsidiaries or (B) by any other corporation
            or other entity with respect to which, following such acquisition,
            more than 60% of the outstanding shares of the common stock, and
            voting securities representing more than 60% of the combined voting
            power of the then outstanding voting securities entitled to vote
            generally in the election of directors, of such other corporation or
            entity are then beneficially owned, directly or indirectly, by the
            persons who were the Company's shareholders immediately prior to
            such acquisition in substantially the same proportions as their
            ownership, immediately prior to such acquisition, of the Company's
            then outstanding common stock or then outstanding voting securities,
            as the case may be; or

                  (2) the consummation of any merger or consolidation of the
            Company with any other corporation, other than a merger or
            consolidation which results in more than 60% of the outstanding
            shares of the common stock, and voting securities representing more
            than 60% of the combined voting power of the then outstanding voting
            securities entitled to vote generally in the election of directors,
            of the surviving or consolidated corporation being then beneficially
            owned, directly or indirectly, by the persons who were the Company's
            shareholders immediately prior to such acquisition in substantially
            the same proportions as their ownership, immediately prior to such
            acquisition, of the Company's then outstanding common stock or then
            outstanding voting securities, as the case may be; or
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Mr. Jeffrey A. Joerres
October 29, 2002
Page 5


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

                  (4) individuals who, as of January 1, 2002, constitute the
            Board of Directors of the Company (as of such date, the "Incumbent
            Board") cease for any reason to constitute at least a majority of
            such Board; provided, however, that any person becoming a director
            subsequent to such date whose election, or nomination for election
            by the shareholders of the Company, was approved by a vote of at
            least a majority of the directors then comprising the Incumbent
            Board shall be, for purposes of this Plan, considered as though such
            person were a member of the Incumbent Board but excluding, for this
            purpose, any such individual whose initial assumption of office
            occurs as a result of an actual or threatened election contest which
            was (or, if threatened, would have been) subject to Exchange Act
            Rule 14a-11; or

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

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