0000892712-01-500170 Sample Contracts

Manpower Inc. Zero Coupon Convertible Debentures due 2021 Registration Rights Agreement
Registration Rights Agreement • October 5th, 2001 • Manpower Inc /Wi/ • Services-help supply services • New York

Goldman, Sachs & Co., Salomon Smith Barney Inc. As representatives of the several Purchasers named in Schedule I to the Purchase Agreement c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004

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AMENDMENT NO. 2 Dated as of December 2, 1999 to REVOLVING CREDIT AGREEMENT Dated as of November 25, 1997
Revolving Credit Agreement • October 5th, 2001 • Manpower Inc /Wi/ • Services-help supply services • New York

PRELIMINARY STATEMENT. The Borrower, certain of the Banks, the Co-Agents, the Issuing Bank, the Issuing Bank Agent, the Euro-Agent and the Agent have entered into a Revolving Credit Agreement dated as of November 25, 1997 (as amended prior to the date hereof, the "Credit Agreement", capitalized terms herein used as therein defined unless otherwise defined herein). The Borrower has requested that the Credit Agreement be amended as hereinafter set forth. The parties to the Credit Agreement are, on the terms and conditions stated below, agreeable to granting the request of the Borrower.

AMENDMENT Dated as of November 24, 1998 to REVOLVING CREDIT AGREEMENT Dated as of November 25, 1997
Revolving Credit Agreement • October 5th, 2001 • Manpower Inc /Wi/ • Services-help supply services • New York

PRELIMINARY STATEMENT. The Borrower, certain of the Banks, the Co-Agents, the Issuing Bank, the Issuing Bank Agent, the Euro-Agent and the Agent have entered into a Revolving Credit Agreement dated as of November 25, 1997 (as amended prior to the date hereof, the "Credit Agreement", the terms defined therein being used herein as therein defined unless otherwise defined herein). The Borrower has requested that the Credit Agreement be amended as hereinafter set forth. The parties to the Credit Agreement are, on the terms and conditions stated below, agreeable to granting the request of the Borrower.

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