DEFERRED STOCK PLAN
(Amended and Restated Effective February 18, 1997)
Establishment and Purpose of Plan
1.1. Establishment and Duration of Plan. The Board of Directors of Manpower Inc. hereby establishes the
Deferred Stock Plan of Manpower Inc., effective as of October 2, 1991 (the "Effective Date"). The Plan shall
continue until terminated by the Board of Directors of the Company, subject to the provisions of
Section VIII, below.
1.2. Purposes of Plan. The purposes of this Deferred Stock Plan are: (a) to provide a form of incentive
compensation to those Directors of the Company who elect to defer to a future date the receipt
"Account" means a bookkeeping account being administered for the benefit of a Participant.
of the Company.
"Common Stock" means the $0.01 par value common stock of the Company.
"Company" means Manpower Inc., a Wisconsin corporation, or any successor thereto.
"Compensation" means the annual directors fees and meeting fees payable by the Company to a Director for a
Fiscal Year without reduction for withholding taxes and exclusive of reimbursement for expenses and the value of
any fringe benefits which the Director receives or is entitled to receive as a Director of the Company.
"Director" means any member of the Board of Directors of the Company who is not an employee of the
"Disability" shall mean a physical or mental incapacity which results in a Director's termination of membership on
the Board of Directors of the Company.
"Discount Rate" means the appropriate applicable federal rate as defined in Section 1274(d) of the Code.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Initial Election Date" shall mean, for each Director, the earlier to occur of (i) the Effective Date or (ii) the date of
such Director's initial election or appointment to the Board of Directors.
of their Compensation as Directors and (b) to provide
for the grant of Credit