Manpower (MAN)

Item 5 – Other Information

Audit Committee Approval of Audit-Related and Non-Audit Services

The Audit Committee of our Board of Directors has approved the following audit-related and non-audit services performed or to be performed for us by our independent registered public accounting firm, Deloitte & Touche LLP, to date in 2008:

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Item 5 – Other Information

Audit Committee Approval of Audit-Related and Non-Audit Services

The Audit Committee of our Board of Directors has approved the following audit-related and non-audit services performed or to be performed for us by our independent registered public accounting firm, Deloitte & Touche LLP, to date in 2008:

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OTHER INFORMATION

Audit Committee Approval of Audit-Related and Non-Audit Services

The Audit Committee of our Board of Directors has approved the following audit-related and non-audit services performed or to be performed for us by our independent registered public accounting firm, Deloitte & Touche LLP, in 2007:

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OTHER INFORMATION

FACE="Times New Roman" SIZE="2">Audit Committee Approval of Audit-Related and Non-Audit Services

The Audit Committee of our Board of
Directors has approved the following audit-related and non-audit services performed or to be performed for us by our independent registered public accounting firm, Deloitte & Touche LLP, in 2007:

Item 5 – Other Information

Audit Committee Approval of Audit-Related and Non-Audit Services

The Audit Committee of our Board of Directors has approved the following audit-related and non-audit services performed or to be performed for us by our independent registered public accounting firm, Deloitte & Touche LLP, to date in 2007:

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Item 5 – Other Information

Audit Committee Approval of Audit-Related and Non-Audit Services

The Audit Committee of our Board of Directors has approved the following audit-related and non-audit services performed or to be performed for us by our independent registered public accounting firm, Deloitte & Touche LLP, to date in 2007:

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OTHER INFORMATION

Audit Committee Approval of Audit-Related and Non-Audit Services

The Audit Committee of our Board of Directors has approved the following audit-related and non-audit services performed or to be performed for us by our independent registered public accounting firm, Deloitte & Touche LLP, in 2006:

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Item 5 – Other Information

Audit Committee Approval of Audit-Related and Non-Audit Services

The Audit Committee of our Board of Directors has approved the following audit-related and non-audit services performed or to be performed for us by our independent registered public accounting firm, Deloitte & Touche LLP, to date in 2006:

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Item 5 – Other Information

Audit Committee Approval of Audit-Related and Non-Audit Services

The Audit Committee of our Board of Directors has approved the following audit-related and non-audit services performed or to be performed for us by our independent registered public accounting firm, Deloitte & Touche LLP, to date in 2006:

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Item 5 – Other Information

Audit Committee Approval of Audit-Related and Non-Audit Services

The Audit Committee of our Board of Directors has approved the following audit-related and non-audit services performed or to be performed for us by our independent registered public accounting firm, Deloitte & Touche LLP, to date in 2006:

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OTHER INFORMATION

The Audit Committee of our Board of Directors has approved the following audit-related and non-audit services performed for us by our independent registered public accounting firm, Deloitte & Touche LLP and related entities (“Deloitte”), during 2005:

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Item 5 – Other Information

Management Changes

On October 26, 2005, the following management changes were made: Yoav Michaely was named to a newly created position of Executive Vice President of Global Operational Effectiveness from his current role as Executive Vice President of EMEA, Barbara Beck was promoted to Executive Vice President of EMEA from her current role as Executive Vice President of U.S. and Canadian Operations, and Jonas Prising was promoted to Executive Vice President of U.S. and Canadian Operations from his current role as Managing Director of Manpower Italy. All appointments will become effective as of January 1, 2006.

Audit Committee Approval of Audit-Related and Non-Audit Services

The Audit Committee of our Board of Directors has approved the following audit-related and non-audit services performed or to be performed for us by our independent registered public accounting firm, Deloitte & Touche LLP, during 2005:

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Item 5 – Other Information

Audit Committee Approval of Audit-Related and Non-Audit Services

The Audit Committee of our Board of Directors has approved the following audit-related and non-audit services performed or to be performed for us by our independent registered public accounting firm, PricewaterhouseCoopers LLP, during the second quarter of 2005:

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Item 5 – Other Information

Audit Committee Approval of Audit-Related and Non-Audit Services

The Audit Committee of our Board of Directors has approved the following audit-related and non-audit services performed or to be performed for us by our independent registered public accounting firm, PricewaterhouseCoopers LLP, during 2005:

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Entry into a Material Definitive Agreement

At our April 26, 2005 Annual Meeting of Shareholders, our shareholders approved an amendment to the Manpower 1990 Employee Stock Purchase Plan to increase the total number of shares of our common stock authorized for issuance under the plan from 2,250,000 shares to 2,900,000 shares.

Also on April 26, 2005, our shareholders approved the following amendments to the 2003 Equity Incentive Plan of Manpower Inc.:

Addition of Performance Share Units and Restricted Stock Units. As amended and restated, the 2003 plan allows the grant of performance share units and restricted stock units to employees and directors.

Addition of Performance Goal Features. As amended and restated, the 2003 plan provides the flexibility to grant performance-based awards designed to satisfy the requirements for deductibility of compensation under Section 162(m) of the U.S. Internal Revenue Code. Our shareholders approved a number of specified performance goals under the 2003 plan, which qualify certain grants of restricted stock, restricted stock units and performance share units granted to our executive officers under the 2003 plan as performance-based compensation for purposes of Section 162(m).

Increase in and Amendment of Limits on Restricted Stock and Deferred Stock Awards. Under the 2003 plan, the maximum number of shares which may be issued, subject to adjustment as described below, is 4,500,000 shares of common stock, which we refer to as the plan limit. No amendments have been made to the plan limit. As to certain types of so-called “full-value awards,” the 2003 plan previously limited the number of shares of restricted stock and deferred stock that can be granted under the plan to 200,000 shares, which we refer to as the full-value plan limit, and limited the value of shares that an individual employee is eligible to receive through awards of restricted stock and deferred stock during any three-year period to $4,000,000 (valuing the shares at their market price on the business day immediately preceding the date of grant), which we refer to as the full-value individual limit. As amended and restated, the 2003 plan applies the full-value plan and individual limits to all full-value awards (restricted stock, restricted stock units, performance share units and deferred stock) granted under the 2003 plan, and the plan limit is increased by 600,000 shares so that the new full-value plan is limited to 800,000 shares. In addition, under the amended and restated 2003 plan, the full-value individual limit is changed such that the $4,000,000 full-value individual limit no longer applies and the maximum amount of full-value awards (measured in shares or awards representing shares) that can be granted to an individual employee in any one fiscal year is 150,000 shares.

Changes in Share-Counting Provisions. For purposes of determining the maximum number of shares available for issuance, the 2003 plan previously provided that shares which are used in settlement of tax withholding obligations with respect to an award, as well as shares use in full or partial payment of the exercise price of a stock option, would not be treated as having been issued under the 2003 plan. Under the amended and restated 2003 plan, shares exchanged or withheld to pay the exercise price of an option or to satisfy tax withholding obligations are not available for future grant purposes under the plan. In addition, the amended and restated 2003 plan provides that all underlying shares to which the exercise of an SAR relates reduces the number of shares available for issuance under the plan.

The foregoing description of the amendments to the 1990 plan and the 2003 plan is qualified in its entirety by the text of the 1990 plan and the 2003 plan, each as amended and restated effective April 26, 2005, which are incorporated herein by reference to Appendices B and C, respectively, to our Proxy Statement for the Annual Meeting of Shareholders held on April 26, 2005.

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