Foreign Corrupt Practices Act Compliance Policy

The term sensitive transactions is used to describe a broad range of corporate dealings that are generally considered to be either illegal, unethical, immoral, or to reflect unfavorably on the integrity of management. Such transactions are usually in the nature of direct or indirect kickbacks, bribes, or payoffs to influence favorably a decision affecting a company's business or for the personal gain of an officer or employee.

Sensitive transactions may result in violation of federal laws such as domestic anti-bribery laws, mail fraud and wire fraud statutes, anti-racketeering statutes, the Foreign Corrupt Practices Act, and other state laws or laws of foreign countries in which Manpower has operations. Manpower and its officers and directors as well as employees involved may, if violations occur, be subject to fines, imprisonment, and civil litigation.

Moreover, because Manpower is a publicly owned company and its common stock is registered and traded in accordance with federal securities laws and with rules and regulations promulgated by the Securities and Exchange Commission (SEC), it (as with all other public companies registered with the SEC) is subject to strict disclosure requirements. Manpower must disclose to the public all information relating to its business affairs, material to its financial condition and conduct that is deemed to reflect on the integrity of its management. The SEC considers that sensitive transactions may reflect on the integrity of management, and if sensitive transactions are identified within a publicly owned company, the matter may have to be publicly disclosed. Failure to investigate and disclose such transactions could cause a company to violate U.S. law and the rules and regulations of the SEC, which specifically require compliance with record-keeping and internal controls requirements aimed at recording the true nature of all transactions and ensuring their propriety. Disclosure could result in criminal and civil proceedings against Manpower and may seriously injure Manpower's reputation and business, particularly if the transaction occurs in a foreign jurisdiction.

Each subsidiary, branch, and overseas office of Manpower is responsible for compliance with all applicable policies of Manpower, including this policy and any specific policies of the appropriate entity or office. No violation of federal, state, or foreign laws will be permitted or tolerated.

This policy shall be administered and interpreted by Manpower's compliance officer, Michael J. Lynch. If any question exists as to the propriety of any proposed transaction, the matter should be referred to Manpower's compliance officer prior to entering into the transaction.

Sensitive transactions are strictly prohibited by corporate policy. Personnel, who engage in such transactions, including personnel who either make or receive payments, are subject to action, as appropriate, by Manpower as well as the legal consequences of applicable federal, state or foreign laws.

Any out-of-the-ordinary payment made from corporate funds for the express purpose of obtaining or retaining business or unduly influencing some matter (such as a tax decision) in favor of Manpower should be considered a "sensitive" payment. Such a payment could also take the form of extravagant entertainment or a gift of significant value. These payments may be considered to be bribes and may, as noted above, result in violation of federal, state, or foreign laws with attendant criminal and civil sanctions and requirements for disclosure.

In 1977, the Foreign Corrupt Practices Act (the Act) became U.S. law, largely as a result of disclosures made by American companies in the early and mid-1970s. It should be emphasized, however, that the fact that particular conduct does not violate the Act does not mean that it may not violate other laws with potentially serious consequences for Manpower and the individuals concerned, or may not violate Manpower's ethical standards, rules of corporate governance, or community standards, which impact our image as a good corporate citizen.

The Act prohibits a company, its officers, directors, employees, agents and shareholders acting on its behalf from corruptly offering or giving anything of value to:

• a foreign official, including any person acting in an official capacity for a foreign government, or



• a foreign political party or official or candidate of a foreign political party,

Manpower may on occasion be required to make a minor payment to a foreign official, political party or party official for the purpose of expediting or securing the performance of a routine governmental action by a foreign official, political party or party official. Routine governmental action is action that is ordinarily and commonly performed by a foreign official in:

• obtaining documents or permits to qualify to do business in a foreign country,



• processing government papers, such as visas or work permits,



• providing for police protection or scheduling inspections in connection with contract performance,



• providing phone service, power and water supply, and



• actions of a similar nature.

As indicated above, corporate policy requires that each subsidiary, branch, and overseas office of Manpower maintain books and records that accurately reflect all transactions of Manpower. In addition, each entity or office is responsible for the design and maintenance of an adequate system of internal accounting controls. Basically, corporate policy requires that each transaction entered into by Manpower have proper authorization and initial approval, then proper and complete accounting and reporting of the transaction. The handling of each transaction is subject to internal audit verification, with reporting of exceptions to management.

In order to help ensure that Manpower and its directors, officers and employees are complying with the requirements of the Act, each of the following individuals will be required to complete and return a compliance report and certification on an annual basis:

• country managers,



• finance directors in regions and countries designated by the compliance officer on the basis of size of operations, historical problems with sensitive transactions, expected growth, number of government contacts or other factors,



• headquarters staff with international responsibility,



• personnel with responsibility for accounts with, or subject to approval by, foreign governments, agencies or instrumentality's as designated by Manpower's compliance officer from time to time, and



• other personnel with positions or responsibilities similar to those listed above who are designated by Manpower's compliance officer from time to time.

Manpower's compliance officer shall distribute this policy to:

• each of the individuals currently holding a position or with responsibilities described above following the effective date of this policy and at the time when the compliance report and certification is distributed,



• each individual who, in the future, assumes a position or responsibilities described above at the time they assume such position or responsibilities,



• each individual who is currently an executive employee of a foreign division, branch or subsidiary of Manpower following the effective date of this policy, and



• each individual who is hired as or promoted to be an executive employee of a foreign division, branch or subsidiary of Manpower at the time of such promotion or hiring.