Exhibit 10.14

                                    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

                  (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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