Registration No. 33-__________
As filed with the Securities and Exchange Commission on July 10, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
MANPOWER INC.
(Exact Name of Registrant as Specified in Charter)
Wisconsin 39-1672779
(State of Incorporation) (I.R.S. Employer Identification No.)
5301 North Ironwood Road
Milwaukee, Wisconsin 53217
(Address of Principal Executive Offices) (Zip Code)
____________________________________
MANPOWER 1990 EMPLOYEE STOCK PURCHASE PLAN
MANPOWER 1991 DIRECTORS STOCK OPTION PLAN
____________________________________
Michael J. Van Handel
Manpower Inc.
5301 North Ironwood Road
Milwaukee, Wisconsin 53217
(Name and address of agent for service)
(414) 961-1000
(Telephone Number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered price per share offering price registration fee
<S> <C> <C> <C> <C>
Common Stock,
.01 par value 1,200,000 $46.63(1) $55,956,000 $16,956.36
</TABLE>
(1) The registration fee is calculated pursuant to
Rule 457(c) under the Securities Act of 1933, as
amended. The registration fee is based on the
average of the high and low price of a share of
Manpower Inc. common stock on July 3, 1997 on the
New York Stock Exchange, as reported in the
Midwest Edition of The Wall Street Journal on July
7, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by
reference in this Registration Statement:
(a) The Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1996.
(b) The Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997.
(c) The description of the Registrant's
common stock contained in the Registrant's
Registration Statement pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including any amendment or
report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective
amendment which indicates that all shares offered have
been sold or which deregisters all securities then
remaining unsold, shall be deemed incorporated by
reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
Item 5. Interests of Named Experts and Counsel
The validity of the issuance of the common stock
offered hereby will be passed upon by Godfrey & Kahn,
S.C., Milwaukee, Wisconsin. Mr. Dudley J. Godfrey, Jr.
is a director of the Registrant and a Senior
Shareholder in Godfrey & Kahn, S.C., counsel to the
Registrant.
Item 6. Indemnification of Directors and Officers
Sections 180.0850 to 180.0859 of the Wisconsin
Statutes require a corporation to indemnify any
director or officer who is a party to any threatened,
pending or completed civil, criminal, administrative or
investigative action, suit, arbitration or other
proceeding, whether formal or informal, which involves
foreign, federal, state or local law and which is
brought by or in the right of the corporation or by any
other person. A corporation's obligation to indemnify
any such person includes the obligation to pay any
judgment, settlement, penalty, assessment, forfeiture
or fine, including any excise tax assessed with respect
to an employee benefit plan, and all reasonable
expenses including fees, costs, charges, disbursements,
attorney's and other expenses except in those cases in
which liability was incurred as a result of the breach
or failure to perform a duty which the director or
officer owes to the corporation and the breach or
failure to perform constitutes: (i) a wilful failure
to deal fairly with the corporation or its shareholders
in connection with a matter in which the director or
officer has a material conflict of interest; (ii) a
violation of criminal law, unless the person has
reasonable cause to believe his conduct was lawful or
had no reasonable cause to believe his conduct was
unlawful; (iii) a transaction from which the person
derived an improper personal profit; or (iv) wilful
misconduct.
Unless otherwise provided in a corporation's
articles of incorporation or by-laws or by written
agreement, an officer or director seeking
indemnification is entitled to indemnification if
approved in any of the following manners: (i) by
majority vote of a disinterested quorum of the board of
directors, or if such quorum of disinterested directors
cannot be obtained, by a majority vote of a committee
of two or more disinterested directors; (ii) by
independent legal counsel; (iii) by a panel of three
arbitrators; (iv) by affirmative vote of shareholders;
(v) by a court; or (vi) with respect to any additional
right to indemnification granted by any other method
permitted in Section 180.0858 of the Wisconsin
Statutes.
Reasonable expenses incurred by a director or
officer who is a party to a proceeding may be
reimbursed by a corporation at such time as the
director or officer furnishes to the corporation
written affirmation of his good faith belief that he
has not breached or failed to perform his duties and a
written undertaking to repay any amounts advanced if it
is determined that indemnification by the corporation
is not required.
<PAGE>
The indemnification provisions of Sections
180.0850 to 180.0859 are not exclusive. A corporation
may expand an officer's or director's right to
indemnification (i) in its articles of incorporation or
by-laws; (ii) by written agreement between the director
or officer and the corporation; (iii) by resolution of
its board of directors; or (iv) by resolution of a
majority of all of the corporation's voting shares then
issued and outstanding.
As permitted by Section 180.0858, the Company has
adopted indemnification provisions in its By-Laws which
closely track the statutory indemnification provisions
with certain exceptions. In particular, Article VII of
the Company's By-Laws provides (i) that an individual
shall be indemnified unless it is proven by a final
judicial adjudication that indemnification is
prohibited, and (ii) payment or reimbursement of
expenses, subject to certain limitations, will be
mandatory rather than permissive.
The Company's officers and directors currently are
covered by officers' and directors' liability
insurance.
Item 8. Exhibits
4.1 Manpower 1990 Employee Stock Purchase
Plan, as amended
4.2 Manpower 1991 Director Stock Option
Plan, as amended
5 Opinion of Godfrey & Kahn, S.C.
regarding legality of the Common Stock being
registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Godfrey & Kahn, S.C., included in
Exhibit 5
24 Powers of Attorney for Directors of
Registrant
Item 9. Undertakings *
The Registrant hereby undertakes:
(a) (1) To file, during any period in which
offers or sales are being made, a post-effective
amendment to this Registration Statement to
include any material information with respect to
the plan of distribution not previously disclosed
in the Registration Statement or any material
change to such information in the Registration
Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, as
amended (the "Securities Act"), each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such
securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of
a post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
(b) (4) That, for the purpose of determining any
liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration
Statement shall be deemed to be a new registration
statement relating to the securities offered
therein, and the offering of such securities at
that time shall be deemed to be the initial bona
fide offering thereof.
(h) (5) Insofar as indemnification for
liabilities arising under the Securities Act may
be permitted to directors, officers and
controlling persons of the Registrant pursuant to
the provisions described in Item 6 of
<PAGE>
this Registrant Statement or otherwise, the Registrant
has been advised that in the opinion of the
Securities and Exchange Commission such
indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other
than the payment by the Registrant of expenses
incurred or paid by a director, officer or
controlling person of the Registrant in the
successful defense of any action, suit or
proceeding) is asserted by such director, officer
or controlling person in connection with the
securities being registered, the Registrant will,
unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the
question whether such indemnification by it is
against public policy as expressed in the
Securities Act and will be governed by the final
adjudication of such issue.
* Paragraphs correspond to Item 512 of Regulation
S-K.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, as amended, the Registrant certifies that it
has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized,
in the City of Milwaukee, State of Wisconsin, on July
10, 1997.
MANPOWER INC.
By:/s/ Mitchell S. Fromstein
----------------------------------
Mitchell S. Fromstein,
Chairman of the Board
Pursuant to the requirements of the Securities Act
of 1933, as amended, this Registration Statement has
been signed by the following persons in the capacities
and on the dates indicated.
/s/ Mitchell S. Fromstein Date: July 10, 1997
- --------------------------------
Mitchell S. Fromstein, Chairman,
President,Chief Executive Officer
and a Director (Principal Executive
Officer)
/s/ Jon F. Chait Date: July 10, 1997
- --------------------------------
Jon F. Chait, Executive Vice
President, Chief Financial Officer,
Secretary and a Director (Principal
Financial Officer)
/s/ Michael J. Van Handel Date: July 10, 1997
- -------------------------------
Michael J. Van Handel, Vice
President, Chief Accounting Officer
and Treasurer (Principal Accounting
Officer)
Directors: Audrey Freedman, Dudley J. Godfrey, Jr.,
Marvin B. Goodman, J. Ira Harris, Terry
Hueneke, Newton N. Minow, Gilbert Palay and
Dennis Stevenson
By: /s/ Jon F. Chait Date: July 10, 1997
- ---------------------------
Jon F. Chait, As Attorney-In-Fact*
* Pursuant to authority granted by powers of attorney,
copies of which are filed herewith.
<PAGE>
EXHIBIT INDEX
Exhibits
4.1 Manpower 1990 Employee Stock Purchase Plan, as amended
4.2 Manpower 1991 Director Stock Option Plan, as amended
5 Opinion of Godfrey & Kahn, S.C. regarding legality of
the Common Stock being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Godfrey & Kahn, S.C., included in Exhibit 5
24 Powers of Attorney for Directors of Registrant
Exhibit 4.1
MANPOWER 1990 EMPLOYEE STOCK PURCHASE PLAN
Amended and Restated as of April 28, 1997
1. Purpose. The purpose of this Plan is to
provide employees of Manpower Inc. (the "Company") and
certain of its subsidiaries with an opportunity to
purchase Company common stock through annual offerings
to be made commencing on the 1st day of January (1st
day of May for 1990), and thus develop a stronger
incentive to work for the continued success of the
Company. Under this Plan, employees of United States
subsidiaries of the Company will be eligible to
purchase Company common stock under the provisions
hereof and employees of non-United States subsidiaries
will be eligible to purchase Company common stock
pursuant to the Manpower Foreign Subsidiary Employee
Stock Purchase Plan (the "Foreign Plan"), the
provisions of which are fully incorporated herein and
are expressly deemed to be a part hereof. From time to
time, the Plan may, subject to Paragraph 3(a) hereof,
be adopted by certain subsidiaries of the Company as
determined by the Boards of Directors of such
subsidiaries (a "Participating Subsidiary"), provided
that the aggregate number of shares of common stock of
the Company authorized to be sold pursuant to options
granted under this Plan and the Foreign Plan is
2,250,000 shares, subject to adjustment as provided in
Paragraph 17 hereof. In computing the number of shares
available for grant, any shares relating to options
which are granted, but which subsequently lapse, are
canceled or are otherwise not exercised by the final
date for exercise, shall be deemed available for future
grants of options. It is the intention of the Company
to have the Plan qualify as an "employee stock purchase
plan" under Section 423 of the Internal Revenue Code of
1986 (the "Code") of the United States with respect to
U.S. employees of the Company or a Participating
Subsidiary and, therefore, the provisions of the Plan
shall be construed so as to govern participation in a
manner consistent with the requirements of Section
423(b) of the Code.
2. Administration. Subject to the general
control of the Company's Board of Directors (the
"Board") and the Executive Compensation Committee of
the Board (the "Executive Compensation Committee"), the
Plan shall be administered by a Stock Purchase
Plan Committee (the "Committee") which shall be
appointed by the Board, or with respect to employees of
a Participating Subsidiary, by the Board of Directors
thereof. The Committee shall consist of three (3)
members who shall serve without compensation, and who
need not be members of the applicable Board of
Directors. The Board of Directors of the Company or
the Participating Subsidiary may at any time replace a
member of such Committee. Any expenses of the
Committee shall be paid by the Company or the
Participating Subsidiary. The Committee may adopt
regulations not inconsistent with the provisions of
this Plan for the administration thereof, and its
interpretation and construction of the Plan and the
regulations shall be final and conclusive. Any action
to be taken by the Committee shall be on a vote of a
majority of the Committee either at a meeting or in
writing.
3. Eligibility.
(a) All employees of the Company or of any
Participating Subsidiary designated from time to
time by the Committee will be eligible to
participate in the Plan provided they have a
minimum period of continuous service with the
Company or a Participating Subsidiary, such period
to be determined by the Committee from time to
time, but in all events not to exceed two years,
subject to the additional limitations imposed
herein. Only subsidiaries that satisfy the
requirements of Section 424(f) of the Code shall
be entitled to participate in the Plan.
(b) Any provision of this Plan to the
contrary notwithstanding, no employee shall be
granted an option:
(i) if, immediately after the
grant, such employee would own, and/or hold
outstanding options to purchase stock
possessing 5% or more of the total combined
voting power or value of all classes of stock
of the Company or of any parent or subsidiary
of the Company within the meaning of Section
423 of the Code; or
(ii) which permits the employee's
rights to purchase stock under all employee
stock purchase plans, as defined in Section
423 of the Code, of the Company and its
subsidiaries to accrue at a rate which
exceeds $25,000 of fair market value of the
stock (determined at the time such option is
granted) for each calendar year in which such
stock option is outstanding at any time; or
(iii) if the employee's customary
employment does not meet certain requirements
for length of employment determined by the
Committee from time to time; provided,
however, that any such requirement for length
of employment shall comply with Section 423
of the Code.
4. Offerings. The Executive Compensation
Committee may authorize the Committee to make one or
more annual offerings to employees to purchase stock
under this Plan. The term of any offering, except the
first offering, shall be for a period of 12 months'
duration. For each offering, each eligible employee
shall be granted an option to purchase a number of
shares of the Company equal to $25,000 divided by 100%
of the Fair Market Value of a share of stock of the
Company on the date immediately preceding the Effective
Date of the Offering (as defined in Paragraph 12(a)
hereof).
5. Participation. An employee eligible on the
Effective Date of any Offering (as defined in Paragraph
12(a) hereof) may participate in such offering by
completing and forwarding a payroll deduction
authorization form to his appropriate payroll location
before August 1st of the offering period. The form
will authorize a regular payroll deduction from the
employee's pay.
6. Deductions. The Company or its Participating
Subsidiary will maintain payroll deduction accounts for
all participating employees. With respect to any
offering made under this Plan, an employee may
authorize a regular payroll deduction in multiples of
$5.00.
7. Deduction Changes. An employee may increase
or decrease his payroll deduction by filing a new
payroll deduction authorization form before August 1st
of the offering period. The change may not become
effective sooner than the next pay period after receipt
of the form. A payroll deduction may be increased only
once and reduced only once during the term of any
offering period.
8. Withdrawal From Participation in an Offering.
An employee may, at any time and for any reason,
withdraw from participation in an Offering under this
Plan, upon advance written notice to the Committee. An
employee who withdraws from an Offering may elect in
writing, on a form provided by the Committee, to
receive a cash refund of the entire balance in his
payroll deduction account (partial refunds are not
permitted), or to retain the entire balance in such
account and use it to purchase shares of the common
stock of the Company, in such Offering, under Paragraph
9 of this Plan. Any employee who withdraws from an
Offering under this Plan may resume participation in
such Offering only once, provided he does so before
August 1st of such offering period.
9. Purchase of Shares.
(a) Each employee participating in an
offering under this Plan will be entitled to
purchase as many whole shares of common stock of
the Company as can be purchased with the total
payroll deductions credited to his account during
the specified offering periods in the manner and
on the terms herein provided.
(b) The purchase price for a share granted
under any offering will be the lower of either:
(i) the Offering Price of 85% of
the Fair Market Value of a share of common
stock of the Company on the Effective Date of
the Offering; or
(ii) the Alternative Offering
Price of 85% of the Fair Market Value of a
share of common stock of the Company on the
day one year from the Effective Date of the
Offering;
provided, however, that the purchase price shall
not be less than par value.
(c) As of the date one year from the
Effective Date of the Offering, the account of
each participating employee shall be totaled and
the Alternative Offering Price determined. If a
participating employee shall have sufficient funds
in his account to purchase one or more full shares
at the lower of either the Offering Price or the
Alternative Offering Price as of that date, the
employee shall be deemed to have exercised his
option to purchase such share or shares at such
lower price, his account shall be charged for the
amount of the purchase and a stock certificate
shall be issued to him as of such day. The
balance of any payroll deductions credited to his
account during the offering shall be refunded to
him in cash or shall remain credited to his
account and used to purchase shares of common
stock of the Company in the next Offering under
this Plan, as he so elects. If the employee does
not participate in the next Offering, the balance
that remains credited to his account shall be
refunded to him in cash.
10. Interest. Unless otherwise determined by the
Executive Compensation Committee, interest will not
accrue on any employee payroll deduction accounts.
11. Registration of Certificates. Certificates
will be registered only in the name of the employee.
If an employee makes written request to the Committee,
the Committee may cause the certificates to be issued
in his name jointly with a member of his family with
right of survivorship.
12. Definitions.
(a) "Effective Date of the Offering" shall
be the date established by the Committee in making
any offering under this Plan.
(b) "Fair Market Value" shall be the closing
price of the common stock of the Company on the
New York Stock Exchange (the "NYSE") as reported
in the Midwest Edition of The Wall Street Journal
on the applicable valuation date hereunder, or if
no sale of common stock of the Company is made on
the NYSE on any such date, then the closing price
of the common stock of the Company on the next
preceding day on which a sale was made on said
NYSE.
13. Rights as a Shareholder. None of the rights
or privileges of a shareholder of the Company shall
exist with respect to shares purchased under this Plan
unless and until such full shares shall have been duly
issued.
14. Rights on Retirement, Death or Termination of
Employment. In the event of a participating employee's
retirement, death, or termination of employment, no
payroll deduction shall be taken from any pay due and
owing to him at such time and the balance in his
account shall be paid to him or, in the event of his
death, to his estate. Transfer of a participating
employee from the Company to a Participating Subsidiary
or vice versa shall not constitute termination of
employment.
15. Rights Not Transferable. Rights under this
Plan are not transferable by a participating employee
and are exercisable only by him.
16. Application of Funds. All funds received or
held by the Company or any Participating Subsidiary
under this Plan may be used for any corporate purpose
and need not be segregated.
17. Adjustment in Case of Changes Affecting the
Common Stock of the Company. In the event of any stock
dividend, split-up, recapitalization, merger,
consolidation, combination or exchange of shares, or
the like, as a result of which shares of any class
shall be issued in respect of the outstanding common
stock, or the common stock shall be changed into the
same or a different number of the same or another class
of stock, or into securities of another person, cash or
other property (not including a regular cash dividend),
the total number of shares authorized to be offered in
accordance with Paragraph 1, the number of shares
subject to each outstanding option, the option price
applicable to each such option, and/or the
consideration to be received upon exercise of each such
option shall be adjusted in a fair and reasonable
manner by the Committee. In addition, the Committee
shall, in its sole discretion, have authority to
provide, in appropriate cases, for (i) acceleration of
the exercise date of outstanding options or (ii) the
conversion of outstanding options into cash or other
property to be received in certain of the transactions
specified in the preceding sentence upon effectiveness
of such transactions.
18. Amendment of the Plan. The Board, the
Executive Compensation Committee or the Committee may
at any time, or from time to time, amend this Plan in
any respect; provided, however, that no amendment shall
be made without the approval of a majority of the
common stock of the Company then issued and outstanding
and entitled to vote if shareholder approval is
required for such amendment under applicable tax,
securities or other law. Any action taken by the
Board, the Executive Compensation Committee or the
Committee pursuant hereto that is otherwise
inconsistent with the terms and conditions hereof shall
be given effect and be deemed to be an amendment hereof
as related to such action, to the extent allowed by
this Paragraph 18, so as to make such terms and
conditions consistent with such action.
19. Termination of the Plan.
(a) This Plan and all rights of employees
under any offering hereunder shall terminate:
(i) on the day that participating
employees become entitled to purchase a
number of shares equal to or greater than the
number of shares remaining available for
purchase. If the number of shares so
purchasable is greater than the shares
remaining available, the available shares
shall be allocated by the Committee among
such participating employees in such manner
as it deems fair and consistent with Section
423 of the Code; or
(ii) at any time, at the
discretion of the Board or the Executive
Compensation Committee.
(b) Upon termination of this Plan, all
amounts in the accounts of participating employees
shall be promptly refunded.
20. Governmental Regulations. The obligation to
sell and deliver shares of the Company's common stock
under this Plan is subject to the approval of any
governmental authority required in connection with the
authorization, issuance or sale of such stock.
21. Indemnification of Committee. In addition to
such other rights of indemnification as they may have
as directors or as members of the Committee, the
members of the Committee shall be indemnified by the
Company or a Participating Subsidiary against the
reasonable expenses, including attorneys' fees,
actually and necessarily incurred in connection with
the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or
any of them may be a party by reason of any action
taken or failure to act under or in connection with the
Plan or any option granted thereunder, and against all
amounts paid by them in settlement thereof (provided
such settlement is approved by independent legal
counsel selected by the Company or a Participating
Subsidiary) or paid by them in satisfaction of a
judgment in any such action, suit or proceeding, except
in relation to matters as to which it shall be adjudged
in such action, suit or proceeding, that such Committee
member is liable for gross negligence or willful
misconduct in the performance of his duties; provided
that within 60 days after the institution of any such
action, suit or proceeding, a Committee member shall in
writing offer the Company or a Participating Subsidiary
the opportunity, at its own expense, to handle and
defend the same.
Exhibit 4.2
1991 DIRECTORS STOCK OPTION PLAN
OF
MANPOWER INC.
(Amended and Restated Effective February 18, 1997)
PURPOSE OF THE PLAN
The purpose of the Plan is to attract and retain
superior Directors, to provide a stronger incentive for
such Directors to put forth maximum effort for the
continued success and growth of the Company and its
Subsidiaries, and in combination with these goals, to
encourage stock ownership in the Company by Directors.
1. DEFINITIONS
Unless the context otherwise requires, the
following terms shall have the meanings set forth
below:
(a) "Board of Directors" shall mean the entire
board of directors of the Company, consisting of both
Employee and non-Employee members.
(b) "Code" shall mean the Internal Revenue Code
of 1986, as amended.
(c) "Company" shall mean Manpower Inc., a
Wisconsin corporation.
(d) "Director" shall mean an individual who is a
non-Employee member of the Board of Directors of the
Company.
(e) "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.
(f) "Effective Date" shall mean the date on and
as of which the Plan originally became effective, as
specified in Paragraph 11 hereof.
(g) "Employee" shall mean an individual who is a
full-time employee of the Company or a Subsidiary.
(h) An "Election Date" shall mean (i) in the case
of any Director who was a Director on the Effective
Date, November 5 of any year beginning with 1996, (ii)
in the case of any Director who was not a Director on
the Effective Date but who made an election under the
Plan prior to November 5, 1996, the day following the
last day of the period covered by such election and
thereafter November 5 of any year, and (iii) in the
case of any other Director, the date of the Director's
initial appointment to the Board of Directors and
thereafter November 5 of any year.
(i) An "Election Period" shall mean the period
beginning November 5, 1996, and ending November 4,
2001, or a subsequent period of five years beginning on
the day following the end of the prior Election Period.
(j) "Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended.
(k) "Market Price" shall mean the closing sale
price of a Share on the New York Stock Exchange as
reported in the Midwest Edition of The Wall Street
Journal, or such other market price as may be
determined in conformity with pertinent law and
regulations of the Treasury Department.
(l) "Nonstatutory Stock Option" shall mean an
option to purchase Shares which does not comply with
the provisions of Section 422 of the Code.
(m) "Option" shall mean a Nonstatutory Stock
Option granted under the Plan.
(n) "Option Agreement" shall mean the agreement
between the Company and a Director whereby an Option is
granted to such Director.
(o) "Plan" shall mean the 1991 Directors Stock
Option Plan of the Company, as amended from time to
time after its Effective Date.
(p) "Share" shall mean a share of the $0.01 par
value common stock of the Company.
(q) "Subsidiary" shall mean a subsidiary
corporation of the Company as defined in Section 424(f)
of the Code.
(r) "Triggering Event" shall mean the first to
occur of any of the following:
(1) the acquisition (other than from the
Company), by any person, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act), directly or indirectly, of
beneficial ownership (within the meaning of
Exchange Act Rule 13d-3) of 20% or more of the
then outstanding shares of common stock of the
Company or voting securities representing 20% 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 Triggering Event shall be
deemed to have occurred as a result of an
acquisition of shares of common stock or voting
securities of the Company (i) 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 (ii) 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) 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
(3) any liquidation or dissolution of the
Company or the sale or other disposition of all or
substantially all of the assets of the Company; or
(4) individuals who, as of the Effective
Date of this Plan, 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 the Effective Date of this
Plan 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) the Company shall enter into any
agreement (whether or not conditioned on
shareholder approval) providing for or
contemplating, or the Board of Directors of the
Company shall approve and recommend that the
shareholders of the Company accept, or approve or
adopt, or the shareholders of the Company shall
approve, any acquisition that would be a
Triggering Event under clause (1), above, or a
merger or consolidation that would be a Triggering
Event under clause (2), above, or a liquidation or
dissolution of the Company or the sale or other
disposition of all or substantially all of the
assets of the Company; or
(6) 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.
Following the occurrence of an event which is not a
Triggering Event whereby there is a successor holding
company to the Company, or, if there is no such
successor, whereby the Company 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 definition, shall
thereafter be referred to as the Company.
Words importing the singular shall include the
plural and vice versa and words importing the masculine
shall include the feminine.
2. SHARES RESERVED UNDER PLAN
The aggregate number of Shares which may be issued
or sold under the Plan and which are subject to
outstanding Options at any time shall not exceed
800,000 Shares, which may be treasury Shares or
authorized but unissued Shares, or a combination of the
two, subject to adjustment as provided in Paragraph 8
hereof. Any Shares subject to an Option which expires
or terminates for any reason (whether by voluntary
surrender, lapse of time or otherwise) and is
unexercised as to such Shares may again be the subject
of an Option under the Plan subject to the limits set
forth above. A Director shall be entitled to the
rights and privileges of ownership with respect to the
Shares subject to the Option only after actual purchase
and issuance of such Shares pursuant to exercise of all
or part of an Option.
3. PARTICIPATION; NUMBER OF OPTION SHARES GRANTED
Only Directors shall be eligible to receive
Options under the Plan. A Director may elect to
receive, in lieu of all cash compensation to which he
or she would otherwise be entitled as a Director (other
than reimbursement for expenses), an Option granted in
accordance with the following. The election shall
cover a period of whole years (except as provided
below) determined by the Director at the time of
election beginning on any Election Date as of which no
prior election is in effect under the Plan (or the
Deferred Stock Plan of the Company) and ending no later
than the expiration of the then current Election
Period. If the Election Date is other than November 5
of any year, the first year covered by an election
shall be a partial year beginning on the Election Date
and ending on the next succeeding November 4, and the
number of shares covered by the Option for this first
partial year shall be prorated based on the ratio of
the number of days in such partial year to 365. The
election to receive an Option in lieu of cash
compensation must be made on or before the commencement
of the period covered by the election. Notwithstanding
the foregoing, no Director who is a resident of the
United Kingdom shall be eligible to make an election
hereunder but rather shall be required to receive an
Option in lieu of cash compensation and, as such,
treated as if he or she had made an election covering a
period of five years effective beginning on each
Election Date as of which no prior election is in
effect. The Option will be for the following number of
shares, subject to adjustment pursuant to Paragraph 8
hereof:
Years of Cash Shares Covered
Compensation Waived by Option
5 10,000
4 10,000
3 10,000
2 10,000
1 10,000
Said election shall be in writing and delivered to
the Secretary of the Company. The date of grant of the
Option shall be the date on which the period covered by
the election begins. A Director who has been granted
an Option under the Plan may be granted additional
Options under the Plan. The Company shall effect the
granting of Options under the Plan by the execution of
Option Agreements.
4. OPTIONS: GENERAL PROVISIONS
(a) Option Exercise Price. The per share
purchase price of the Shares under each Option granted
pursuant to this Plan shall be equal to one hundred
percent (100%) of the fair market value per Share on
the date of grant of such Option. The fair market
value per Share on the date of grant shall be the
Market Price for the business day immediately preceding
the date of grant of such Option.
(b) Exercise Period.
(1) An Option shall not initially be
exercisable. On November 5 of each year following
the date of grant of an Option, the Option shall
become exercisable as to a number of shares equal
to that number attributable to a period of one
year under the Option. Notwithstanding the
foregoing sentence, if an election covers a
partial year as provided in Paragraph 3, above,
then with respect to the number of shares
attributable to that partial year the Option shall
become exercisable on the later of the November 5
following the date of grant or the day that is six
months after the date of grant, and thereafter the
foregoing sentence shall apply to the Option.
(2) Upon termination of a Director's tenure
as a Director, any portion of an Option which has
not become exercisable shall lapse except as
follows:
(A) The Option shall become immediately
exercisable as to a prorated number of Shares
based on the time served during the one-year
period (or partial-year period, if
applicable) indicated in Paragraph 4(b)(1),
above, in which termination occurs.
(B) Upon the death or Disability of a
Director, each Option of such Director shall
become immediately exercisable as to 100% of
the Shares covered thereby.
(3) Upon the occurrence of a Triggering
Event, each Option outstanding under this Plan
shall become immediately exercisable as to 100% of
the Shares covered thereby.
(4) Once any portion of an Option becomes
exercisable, it shall remain exercisable for the
greater of five years after the date of grant or
two years after the date such portion becomes
exercisable.
(c) Payment of Exercise Price. The purchase or
exercise price shall be payable in whole or in part in
cash or Shares; and such price shall be paid in full at
the time that an Option is exercised. If a Director
elects to pay all or a part of the purchase or exercise
price in Shares, such Director shall make such payment
by delivering to the Company a number of Shares already
owned by the Director equal in value to the purchase or
exercise price. All Shares so delivered shall be
valued at their Market Price on the business day
immediately preceding the day on which such Shares are
delivered.
5. TRANSFERABILITY
(a) Restrictions on Transferability. Except as
otherwise provided in this Paragraph 5, an Option
granted to a Director under this Plan shall be not
transferable or subjected to execution, attachment or
similar process, and during the lifetime of the
Director shall be exercisable only by the Director.
(b) Transfer upon Death. A Director shall have
the right to transfer the Option upon such Director's
death, either pursuant to a beneficiary designation
described below or, if the Director dies without a
surviving designated beneficiary, by the terms of such
Director's will or under the laws of descent and
distribution, and all such transferees shall be subject
to all terms and conditions of this Plan to the same
extent as would the Director, except as otherwise
expressly provided herein. Upon the death of a
Director, each Option of such Director shall be
exercisable (1) by the deceased Director's designated
beneficiary (such designation to be made in writing at
such time and in such manner as the Company shall
approve or prescribe), or (2) if the deceased Director
dies without a surviving designated beneficiary, by the
personal representative, administrator, or other
representative of the estate of the deceased Director,
or by the person or persons to whom the deceased
Director's rights under such Option shall pass by will
or the laws of descent and distribution. A Director
who has so designated a beneficiary may change such
designation at any time by giving written notice to the
Company.
(c) Certain Transfers Permitted. A Director
shall have the right to transfer all or part of an
Option during his or her lifetime to members of the
Director's immediate family, to trusts for the benefit
of such immediate family members, and to partnerships
in which the Director or such family members are the
only partners. For purposes of the preceding sentence,
"immediate family" shall mean a Director's children,
grandchildren, and spouse. Upon such a transfer, the
Option (or portion of the Option) thereafter shall be
exercisable by the transferee to the extent and on the
terms it would have been exercisable by the
transferring Director.
6. EXERCISE
An Option shall be exercisable by a Director's
giving written notice of exercise to the Secretary of
the Company specifying the number of Shares to be
purchased accompanied by payment in full of the
required exercise price. The Company shall have the
right to delay the issue or delivery of any Shares
under the Plan until (a) the completion of such
registration or qualification of such Shares under any
federal or state law, ruling or regulation as the
Company shall determine to be necessary or advisable,
and (b) receipt from the Director of such documents and
information as the Company may deem necessary or
appropriate in connection with such registration or
qualification.
7. SECURITIES LAWS
Each Option Agreement shall contain such
representations, warranties and other terms and
conditions as shall be necessary in the opinion of
counsel to the Company to comply with all applicable
federal and state securities laws.
8. ADJUSTMENT PROVISIONS
(a) Adjustment Based On Changes in the Market
Price of Shares. For any Option having a date of grant
after November 5, 1996, each of the numbers in the
schedule in Paragraph 3 hereof under "Shares Covered by
Option" shall be adjusted, in accordance with the
following formula, to equal the value of X, where
X = Number Shown in Schedule x $28.00
Market Price of Shares on the Date of Grant
(b) Adjustment for Stock Dividends, Split-Ups,
Etc. In the event of any stock dividend, split-up,
recapitalization, merger, consolidation, combination or
exchange of shares, or the like, as a result of which
shares of any class shall be issued in respect of the
outstanding Shares, or the Shares shall be changed into
the same or a different number of the same or another
class of stock, or into securities of another person,
cash or other property (not including a regular cash
dividend), the total number of Shares authorized to be
offered in accordance with Paragraph 2, the number of
Shares subject to each outstanding Option, the exercise
price applicable to each such Option, and/or the
consideration to be received upon exercise of each such
Option shall be adjusted.
9. TIME OF GRANTING
Nothing contained in the Plan or in any resolution
adopted or to be adopted by the Board of Directors or
the shareholders of the Company shall constitute the
granting of any Option hereunder. The granting of an
Option pursuant to the Plan shall take place only when
a written Option Agreement shall have been duly
executed by and on behalf of the Company.
10. TAXES
The Company shall be entitled to pay or withhold
the amount of any tax which it believes is required as
a result of the exercise of any Option under the Plan,
and the Company may defer making delivery with respect
to Shares obtained pursuant to exercise of any Option
until arrangements satisfactory to it have been made
with respect to any such withholding obligations. If a
withholding obligation should arise, a Director
exercising an Option may, at his election, provided
applicable laws and regulations are complied with,
satisfy his obligation for payment of withholding taxes
either by having the Company retain a number of Shares
having an aggregate Market Price on the date the Shares
are withheld equal to the amount of the withholding tax
or by delivering to the Company Shares already owned by
the Director having an aggregate Market Price on the
business day immediately preceding the day on which
such Shares are delivered equal to the amount of the
withholding tax.
11. EFFECTIVENESS OF THE PLAN
The Plan originally became effective on and as of
October 2, 1991, subject to shareholder approval. The
shareholders of the Company approved the Plan on
April 20, 1992. The Plan was amended and restated on
November 5, 1996 and February 18, 1997.
12. TERMINATION AND AMENDMENT
The Board of Directors of the Company may
terminate the Plan or make such modifications or
amendments thereof as it shall deem advisable,
including, but not limited to, such modifications or
amendments as it shall deem advisable in order to
conform to any law or regulation applicable thereto;
provided, however, that the Board of Directors may not
amend the Plan more frequently than once every six
months (except as to comport with changes in the Code)
and may not, unless otherwise permitted under federal
law, without further approval of the holders of a
majority of the Shares voted at any meeting of
shareholders at which a quorum is present and voting,
adopt any amendment to the Plan for which shareholder
approval is required under tax, securities or any other
applicable law, including, but not limited to, any
amendment to the Plan which would cause the Plan to no
longer comply with Rule 16b-3 of the Exchange Act or
any successor rule or other regulatory requirements.
No termination, modification or amendment of the Plan
may, without the consent of a Director, adversely
affect the rights of such Director under an outstanding
Option then held by the Director.
13. TENURE
The grant of an Option pursuant to the Plan is no
guarantee that a Director will be renominated,
reelected or reappointed as a Director; and nothing in
the Plan shall be construed as conferring upon a
Director the right to continue to be associated with
the Company as a Director or otherwise.
Exhibit 5
GODFREY & KAHN, S.C.
Attorneys at Law
780 North Water Street
Milwaukee, WI 53202-3590
Telephone: (414) 273-3500
Facsimile: (414) 273-5198
July 8, 1997
Manpower Inc.
5301 North Ironwood Road
Milwaukee, Wisconsin 53217
Gentlemen:
We have acted as your counsel in connection with
the offer by Manpower Inc., a Wisconsin corporation
(the "Company"), of up to 1,200,000 shares of common
stock, $.01 par value (the "Shares"). The Shares are
reserved for issuance pursuant to the Manpower 1990
Employee Stock Purchase Plan and the Manpower 1991
Directors Stock Option Plan, each as amended to date
(collectively, the "Plans"), as described in each
Plan's Prospectus (collectively, the "Prospectuses"),
including all amendments and supplements thereto, each
of which Prospectus relates to the Company's
Registration Statement on Form S-8, to be filed with
the Securities and Exchange Commission (the
"Registration Statement").
We have examined: (a) the Prospectuses and the
Registration Statement, (b) the Company's Amended and
Restated Articles of Incorporation and Amended and
Restated By-Laws, (c) certain resolutions of the
Company's Board of Directors and (d) such other
proceedings, documents and records as we have deemed
necessary to enable us to render this opinion.
Based upon the foregoing, we are of the opinion
that the Shares, upon issuance in accordance with the
terms of the Plans, will be duly authorized and validly
issued, fully paid and nonassessable except to the
extent provided in Section 180.0622(2)(b) of the
Wisconsin Statutes, or any successor provision, which
provides that shareholders of a corporation organized
under Chapter 180 of the Wisconsin Statutes may be
assessed up to the par value of their shares to satisfy
the obligations of such corporation to its employees
for services rendered, but not exceeding six months
service in the case of any individual employee (certain
Wisconsin courts have interpreted "par value" to mean
the full amount paid by the purchaser of shares upon
the issuance thereof).
We consent to the use of this opinion as an
exhibit to Registration Statement. In giving this
consent, however, we do not admit that we are "experts"
within the meaning of Section 11 of the Securities Act
of 1933, as amended, or within the category of persons
whose consent is required by Section 7 of said Act.
Very truly yours,
/s/ Godfrey & Kahn, S.C.
GODFREY & KAHN, S.C.
Exhibit 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to
the incorporation by reference in this Registration
Statement of our report dated January 31, 1997 included
in Manpower Inc.'s Form 10-K for the year ended
December 31, 1996 and to all references to our Firm
included in this Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
July 9, 1997
Exhibit 24
DIRECTOR'S POWER OF ATTORNEY
The undersigned director of Manpower Inc.
(the "Company") hereby constitutes and appoints
Mitchell S. Fromstein, Jon F. Chait and Mike Van
Handel, and each of them, the undersigned's true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned
and in the undersigned's name, place and stead, in any
and all capacities, to sign for the undersigned and in
the undersigned's name in the capacity as a director of
the Company the Registration Statement on Form S-8, to
which this Power of Attorney is filed as an exhibit,
including any amendments thereto, and to file the same,
with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and
thing requisite and necessary to be done in and about
the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact
and agent, or the undersigned's substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has
executed this Power of Attorney, on 30th day of June,
1997.
/s/ Audrey Freedman
---------------------
Audrey Freedman
DIRECTOR'S POWER OF ATTORNEY
The undersigned director of Manpower Inc.
(the "Company") hereby constitutes and appoints
Mitchell S. Fromstein, Jon F. Chait and Mike Van
Handel, and each of them, the undersigned's true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned
and in the undersigned's name, place and stead, in any
and all capacities, to sign for the undersigned and in
the undersigned's name in the capacity as a director of
the Company the Registration Statement on Form S-8, to
which this Power of Attorney is filed as an exhibit,
including any amendments thereto, and to file the same,
with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and
thing requisite and necessary to be done in and about
the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact
and agent, or the undersigned's substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has
executed this Power of Attorney, on this 30th day of
June, 1997.
/s/ Dudley J. Godfrey, Jr.
----------------------------
Dudley J. Godfrey, Jr.
DIRECTOR'S POWER OF ATTORNEY
The undersigned director of Manpower Inc.
(the "Company") hereby constitutes and appoints
Mitchell S. Fromstein, Jon F. Chait and Mike Van
Handel, and each of them, the undersigned's true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned
and in the undersigned's name, place and stead, in any
and all capacities, to sign for the undersigned and in
the undersigned's name in the capacity as a director of
the Company the Registration Statement on Form S-8, to
which this Power of Attorney is filed as an exhibit,
including any amendments thereto, and to file the same,
with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and
thing requisite and necessary to be done in and about
the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact
and agent, or the undersigned's substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has
executed this Power of Attorney, on this 13th day of
May, 1997.
/s/ Marvin B. Goodman
---------------------------
Marvin B. Goodman
DIRECTOR'S POWER OF ATTORNEY
The undersigned director of Manpower Inc.
(the "Company") hereby constitutes and appoints
Mitchell S. Fromstein, Jon F. Chait and Mike Van
Handel, and each of them, the undersigned's true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned
and in the undersigned's name, place and stead, in any
and all capacities, to sign for the undersigned and in
the undersigned's name in the capacity as a director of
the Company the Registration Statement on Form S-8, to
which this Power of Attorney is filed as an exhibit,
including any amendments thereto, and to file the same,
with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and
thing requisite and necessary to be done in and about
the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact
and agent, or the undersigned's substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has
executed this Power of Attorney, on this 15th day of
May, 1997.
/s/ J. Ira Harris
--------------------------
J. Ira Harris
DIRECTOR'S POWER OF ATTORNEY
The undersigned director of Manpower Inc.
(the "Company") hereby constitutes and appoints
Mitchell S. Fromstein, Jon F. Chait and Mike Van
Handel, and each of them, the undersigned's true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned
and in the undersigned's name, place and stead, in any
and all capacities, to sign for the undersigned and in
the undersigned's name in the capacity as a director of
the Company the Registration Statement on Form S-8, to
which this Power of Attorney is filed as an exhibit,
including any amendments thereto, and to file the same,
with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and
thing requisite and necessary to be done in and about
the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact
and agent, or the undersigned's substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has
executed this Power of Attorney, on this 21st day of
May, 1997.
/s/ Terry Hueneke
-----------------------
Terry Hueneke
DIRECTOR'S POWER OF ATTORNEY
The undersigned director of Manpower Inc.
(the "Company") hereby constitutes and appoints
Mitchell S. Fromstein, Jon F. Chait and Mike Van
Handel, and each of them, the undersigned's true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned
and in the undersigned's name, place and stead, in any
and all capacities, to sign for the undersigned and in
the undersigned's name in the capacity as a director of
the Company the Registration Statement on Form S-8, to
which this Power of Attorney is filed as an exhibit,
including any amendments thereto, and to file the same,
with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and
thing requisite and necessary to be done in and about
the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact
and agent, or the undersigned's substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has
executed this Power of Attorney, on this 14th day of
May, 1997.
/s/ Newton N. Minow
-------------------------
Newton N. Minow
DIRECTOR'S POWER OF ATTORNEY
The undersigned director of Manpower Inc.
(the "Company") hereby constitutes and appoints
Mitchell S. Fromstein, Jon F. Chait and Mike Van
Handel, and each of them, the undersigned's true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned
and in the undersigned's name, place and stead, in any
and all capacities, to sign for the undersigned and in
the undersigned's name in the capacity as a director of
the Company the Registration Statement on Form S-8, to
which this Power of Attorney is filed as an exhibit,
including any amendments thereto, and to file the same,
with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and
thing requisite and necessary to be done in and about
the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact
and agent, or the undersigned's substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has
executed this Power of Attorney, on this 30th day of
June, 1997.
/s/ Gilbert Palay
-------------------------
Gilbert Palay
DIRECTOR'S POWER OF ATTORNEY
The undersigned director of Manpower Inc.
(the "Company") hereby constitutes and appoints
Mitchell S. Fromstein, Jon F. Chait and Mike Van
Handel, and each of them, the undersigned's true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned
and in the undersigned's name, place and stead, in any
and all capacities, to sign for the undersigned and in
the undersigned's name in the capacity as a director of
the Company the Registration Statement on Form S-8, to
which this Power of Attorney is filed as an exhibit,
including any amendments thereto, and to file the same,
with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and
thing requisite and necessary to be done in and about
the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact
and agent, or the undersigned's substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has
executed this Power of Attorney, on this 30th day of
June, 1997.
/s/ Dennis Stevenson
------------------------
Dennis Stevenson
