<PAGE>
                                                             OMB APPROVAL
                                                      --------------------------
                                                      OMB Number:      3235-0059
                                                      Expires:   August 31, 2004
                                                      Estimated average burden
                                                      hours per response...14.73

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 14A

          Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No.  )
 
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ]  Preliminary Proxy Statement.      
[ ]  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY 
     RULE 14a-6(e)(2)).
[X]  Definitive Proxy Statement.
[ ]  Definitive Additional Materials.
[ ]  Soliciting Material Pursuant to Section 240.14a-12
 
                                 Kelly Services
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)
 
--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (check the appropriate box):
 
[X]  No fee required.
 
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
     1) Title of each class of securities to which transaction applies:
 
--------------------------------------------------------------------------------
 
     2) Aggregate number of securities to which transaction applies:
 
--------------------------------------------------------------------------------
 
     3) Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
        filing fee is calculated and state how it was determined):
 
--------------------------------------------------------------------------------
 
     4) Proposed maximum aggregate value of transaction:
 
--------------------------------------------------------------------------------
 
     5) Total fee paid:
 
--------------------------------------------------------------------------------
 
[ ]  Fee paid previously with preliminary materials.

[ ]  Check box if any part of the fee is offset as provided by Exchange Act
     Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
     paid previously. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.
 
     1) Amount Previously Paid:
 
--------------------------------------------------------------------------------
 
     2) Form, Schedule or Registration Statement No.:
 
--------------------------------------------------------------------------------
 
     3) Filing Party:
 
--------------------------------------------------------------------------------
 
     4) Date Filed:
 
--------------------------------------------------------------------------------
PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.

SEC 1913 (02-02)

                                       

<PAGE>
 
                             [KELLY SERVICES LOGO]
 
                                                                  March 26, 2003
 
To Our Stockholders:
 
     You are cordially invited to attend the Annual Meeting of Stockholders of
Kelly Services, Inc., which will be held at 11:00 a.m., Eastern Daylight Time,
Tuesday, April 29, 2003, in the Auditorium located on the First Floor of the
Kelly Services Headquarters Building, 999 West Big Beaver Road, Troy, Michigan.
 
     Matters scheduled for consideration at this Meeting are the election of
three Directors, ratification of the appointment of PricewaterhouseCoopers LLP
as the independent public accountants for the Company for 2003, and approval of
standards for performance-based, annual incentive award criteria for certain
executive officers under the Company's Short-Term Incentive Plan.
 
     The Meeting will also provide an opportunity to review with you the
business of the Company during 2002 and give you an opportunity to meet your
directors and officers.
 
     Whether you plan to attend or not, please date, sign and return the proxy
card in the accompanying envelope. Your vote is important no matter how many
shares you own. If you do attend the Meeting and desire to vote in person, you
may do so even though you have previously submitted your proxy.
 
     We look forward to seeing you at the Meeting.
 
                                          Sincerely,
 
                                          TERENCE E. ADDERLEY
                                          Chairman and Chief
                                          Executive Officer

<PAGE>
 
                             [KELLY SERVICES LOGO]
 
                              KELLY SERVICES, INC.
 

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
 
To the Stockholders of
Kelly Services, Inc.
 
     Notice is hereby given that the Annual Meeting of Stockholders of Kelly
Services, Inc., a Delaware corporation, will be held at the offices of the
Company, 999 West Big Beaver Road, Troy, Michigan 48084-4782, on April 29, 2003
at 11:00 a.m., Eastern Daylight Time, for the following purposes:
 
     1. To elect three Directors as set forth in the accompanying Proxy
        Statement.
 
     2. To ratify the appointment of PricewaterhouseCoopers LLP as independent
        accountants.
 
     3. To approve standards for performance-based, annual incentive award
        criteria for certain executive officers under the Company's Short-Term
        Incentive Plan.
 
     4. To transact any other business as may properly come before the Meeting
        or any adjournment or adjournments thereof.
 
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE SET FORTH IN
P
ROPOSAL 1 BELOW, A VOTE FOR THE APPOINTMENT OF PRICEWATERHOUSECOOPERS AS
INDEPENDENT ACCOUNTANTS AS SET FORTH IN PROPOSAL 2, AND A VOTE FOR THE APPROVAL
OF THE STANDARDS FOR PERFORMANCE-BASED, ANNUAL INCENTIVE AWARD CRITERIA FOR
CERTAIN EXECUTIVE OFFICERS UNDER THE COMPANY'S SHORT-TERM INCENTIVE PLAN AS SET
FORTH IN PROPOSAL 3.
 
     Only holders of the Company's Class B common stock of record at the close
of business on March 10, 2003 will be entitled to notice of and to vote at the
Meeting.
 
     TO ENSURE A QUORUM, IT IS IMPORTANT THAT YOUR PROXY BE MAILED PROMPTLY IN
THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE.
 

                                          By Order of the Board of Directors
 
March 26, 2003
 
999 West Big Beaver Road
Troy, Michigan 48084-4782
                                          GEORGE M. REARDON
                                          Secretary

<PAGE>
 
                              KELLY SERVICES, INC.
                            999 WEST BIG BEAVER ROAD
                           TROY, MICHIGAN 48084-4782
 
                                                                  March 26, 2003
 
                                PROXY STATEMENT
                      2003 ANNUAL MEETING OF STOCKHOLDERS
 
     This statement is furnished in connection with the solicitation of proxies
on behalf of the Board of Directors of Kelly Services, Inc. (hereinafter called
the "Company") for use at the Annual Meeting of Stockholders of the Company to
be held at the corporate offices of the Company in Troy, Michigan on April 29,
2003 for the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders. The approximate date on which this Proxy Statement and enclosed
form of proxy are first being sent to stockholders of the Company is March 26,
2003. If the enclosed form of proxy is executed and returned by the stockholder,
it may nevertheless be revoked by the person giving it by written notice of
revocation to the Secretary of the Company, by submitting a later dated proxy or
appearing in person at the Meeting any time prior to the exercise of the powers
conferred thereby.
 
     If a proxy in the accompanying form is properly executed, returned to the
Company and not revoked, the shares represented by the proxy will be voted in
accordance with the instructions set forth thereon. If no instructions are given
with respect to the matters to be acted upon, the shares represented by the
proxy will be voted FOR the election of three Directors, designated Proposal 1
on the proxy, FOR the proposal to ratify the selection of independent
accountants, designated Proposal 2 on the proxy, FOR the proposal to approve the
standards for performance-based, annual incentive award criteria for certain
executive officers under the Company's Short-Term Incentive Plan, designated
Proposal 3, and on any other matters that properly come before the Annual
Meeting in the manner as set forth on the proxy. Abstentions (but not broker
non-votes) are counted for purposes of determining a quorum. However,
abstentions and broker non-votes are not counted as votes cast in the tabulation
of votes on any matter submitted to stockholders.
 
     Stockholders on the record date will be entitled to one vote for each share
held.
 
     At the close of business on March 10, 2003, the number of issued and
outstanding voting securities (exclusive of treasury shares) was 3,477,143
shares of the Class B common stock, having a par value of $1.00. Class B common
stock is the only class of the Company's securities with voting rights.
 
     The cost of soliciting proxies shall be borne by the Company. The
solicitation of proxies will be made primarily by mail. The Company may also
make arrangements with brokerage houses, custodians, banks, nominees, and
fiduciaries to forward solicitation material to beneficial owners of stock held
of record by them and to obtain authorization to execute proxies. The Company
may reimburse such institutional holders for reasonable expenses incurred by
them in connection therewith.
 
                                        1

<PAGE>
 
                        SECURITIES BENEFICIALLY OWNED BY

                     PRINCIPAL STOCKHOLDERS AND MANAGEMENT
 
     Under regulations of the Securities and Exchange Commission, persons who
have power to vote or dispose of common stock of the Company, either alone or
jointly with others, are deemed to be beneficial owners of the common stock.
 
     Set forth in the following table are the beneficial holdings on February 1,
2003, on the basis described above, of each person known by the Company to own
beneficially more than five percent of the Class B common stock:
 

<Table>
<Caption>
 
                                                                    Number of Shares         Percent
                    Name and Address of                               and Nature of              Of
                     Beneficial Owners                          Beneficial Ownership(a)(b)    Class(b)
                    -------------------                         --------------------------    --------
<S>                                                             <C>                           <C>
T. E. Adderley..............................................           3,214,566(c)(d)          92.4
  999 W. Big Beaver Road
  Troy, Michigan 48084
Bank One Corporation........................................             192,869(e)              5.5
  One First National Plaza
  Chicago, Illinois 60670
</Table>

 
(a) Nature of beneficial ownership of securities is direct unless otherwise
    indicated by footnote. Beneficial ownership as shown in the table arises
    from sole voting power and sole investment power unless indicated by
    footnote.
 
(b) Because Securities and Exchange Commission attribution rules require stock
    held in trust to be treated as beneficially held by each co-trustee sharing
    voting power for the stock, the 192,869 shares reported as being
    beneficially owned by Bank One Corporation are also included in the
    3,214,566 shares reported by T.E Adderley.
 
(c) Includes 952,100 shares directly held; 2,189,840 shares in the William R.
    Kelly Trust of which Mr. Adderley is a co-trustee and has sole investment
    and voting power; 71,825 shares in an irrevocable trust, of which he is
    beneficiary and has shared voting and investment power; 625 shares held in
    five separate trusts of which he is co-trustee with shared voting and
    investment power, in which he has no equity interest; and 176 shares owned
    by Mr. Adderley's wife, in which he disclaims beneficial interest.
 
(d) Because of the shares in the William R. Kelly Trust of which he is a
    co-trustee with Bank One Corporation and his own substantial stockholdings,
    Mr. Adderley may be deemed to be a "control person" of the Company under
    applicable regulations of the Securities and Exchange Commission.
 
(e) Based upon a report filed by Bank One Corporation with the Securities and
    Exchange Commission on Schedule 13G dated February 5, 2003 and upon
    subsequent information received from Bank One Corporation upon which the
    Company relies for the information presented. The report indicates that the
    192,869 shares of Class B common stock held by Bank One Corporation are
    categorized as follows with respect to voting power and investment power:
    Voting Power: sole voting power 108,782; shared voting power 72,450; no
    voting power 11,637; Investment Power: sole investment power 11,637; shared
    investment power 181,232.
 
                                        2

<PAGE>
 
     Set forth in the following table are the beneficial holdings of the Class A
and Class B common stock on February 1, 2003, on the basis described above, of
each director and all directors and officers as a group.
 

<Table>
<Caption>
                                                Class A Common Stock                 Class B Common Stock
                                        ------------------------------------   ---------------------------------
                                           Number of Shares                      Number of Shares
                                             and Nature of        Percent of      and Nature of       Percent of
              Directors                 Beneficial Ownership(a)     Class      Beneficial Ownership     Class
              ---------                 -----------------------   ----------   --------------------   ----------
<S>                                     <C>                       <C>          <C>                    <C>
T. E. Adderley........................        14,870,878(b)          46.1           3,214,566(c)         92.4
C. T. Camden..........................           220,707             *                    100            *
M. A. Fay, O.P. ......................            18,206             *                      0            *
C. V. Fricke..........................            22,266             *                    781            *
V. G. Istock..........................            20,349             *                    875            *
B. J. White...........................            18,974             *                      0            *
All Directors and Executive Officers
  as a Group..........................        15,552,276             48.2           3,216,422            92.5
</Table>

 
 *  Less than 1%
 
(a) Includes shares which the individuals have a right to acquire through the
    exercise of stock options within 60 days. Such exercisable options include:
    448,500 for T. E. Adderley; 171,336 for C. T. Camden; 14,500 for M. A. Fay;
    14,500 for C. V. Fricke; 14,500 for V. G. Istock; 14,500 for B. J. White;
    47,502 for M. L. Durik; 109,502 for W. K. Gerber; 46,268 for G. M. Reardon;
    and 90,502 for A. G. Grimsley.
 
(b) Includes 1,116,852 shares directly held; 11,197,337 shares in the William R.
    Kelly Trust of which Mr. Adderley is co-trustee and has sole investment
    power and has shared voting power with Bank One Corporation, the other
    co-trustee; 310,612 shares in an irrevocable trust, of which he is a
    beneficiary; 2,223,961 shares held in eleven separate trusts of which he is
    co-trustee with sole or shared investment power, in which he has no equity
    interest; 20,978 shares held by Mr. Adderley and his wife as custodian for
    certain of his minor children under the Michigan Uniform Gifts to Minors
    Act, in which he has no equity interest; 1,138 shares owned by Mr.
    Adderley's wife, in which he disclaims beneficial interest.
 
(c) See footnotes (c) and (d) to first table.
 

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
     Under the securities laws of the United States, the Company's directors,
executive officers and any person holding more than 10% of the common stock
(collectively, the "Reporting Persons") are required to report their ownership
of the common stock and any changes in that ownership to the Securities and
Exchange Commission. Specific due dates for these reports have been established
and pursuant to applicable rules, the Company is required to report in its proxy
statement any failure to file by these due dates. Based on certification
received from the Reporting Persons and on copies of the reports that such
persons have filed with the Securities and Exchange Commission, all required
reports of Reporting Persons have been timely filed with the Securities and
Exchange Commission for 2002.
 
                                        3

<PAGE>
 
 
                              BOARD OF DIRECTORS
 
     The business, property and affairs of the Company are managed by the Board
of Directors, which establishes broad corporate policies and performance
objectives but does not actively manage the day-to-day operations. Regular
meetings of the Board of Directors are held in each quarter and special meetings
are scheduled when required. The Board held five meetings during the last fiscal
year.
 
     The Board of Directors has a standing Audit Committee, composed of M. A.
Fay, C. V. Fricke, V. G. Istock, and B. J. White, which held six meetings in
2002. The Audit Committee's purpose is to review the scope of the work and fees
of the independent accountants and to review with the independent accountants
their report or opinion on the Company's financial statements.
 
     The Compensation Committee, whose functions are described in the
Compensation Committee Report on page 5 of this Proxy Statement, held four
meetings in 2002 and is composed of M. A. Fay, C. V. Fricke, V. G. Istock, and
B. J. White. During 2002 the Board of Directors did not have a nominating
committee.
 
     All of the Directors of the Company attended at least 75 percent of the
aggregate number of meetings of the Board of Directors and committees on which
each served.
 

                           COMPENSATION OF DIRECTORS
 
     Directors of the Company who are not salaried officers are paid an annual
fee of $50,000 (consisting of a $25,000 cash retainer fee and a stock award
worth $25,000), a fee of $1,000 for each meeting of the Board of Directors
attended and a fee of $800 for each meeting of a committee of the Board of
Directors attended. The $25,000 stock award portion of the annual fee is made
under the Non-Employee Director Stock Award Plan approved by the stockholders in
1995, as amended on May 14, 2001, from which each non-officer Director receives
an annual grant of shares of the Company's Class A common stock equal in value
to the Director's annual cash retainer fee.
 
     On May 10, 1999, the stockholders approved the adoption of the Kelly
Services, Inc. 1999 Non-Employee Directors Stock Option Plan, under which the
Board of Directors from time to time may make discretionary grants of options to
purchase shares of Class A common stock to non-employee directors. In 2002, the
Board granted to each non-employee director an option to purchase 1,500 shares
of Class A common stock at the Fair Market Value of the stock on the day of the
grants. Each of these 10-year options vests in thirds on the first day of
January of each of the three years immediately following the grant.
 
                                        4

<PAGE>
 
 
                        COMPENSATION COMMITTEE REPORT
                        COVERING EXECUTIVE COMPENSATION
 
     The Company's compensation program for executives is administered by the
Compensation Committee of the Board of Directors, consisting of B. J. White, M.
A. Fay, C. V. Fricke, and V. G. Istock, each of whom is an independent director.
The Committee has responsibility for review and final approval of all
adjustments in salary and short-term incentive awards for executives of the
Company, including, with respect to 2002, administering the Kelly Services, Inc.
Short-Term Incentive Plan. The Committee also administers the Kelly Services,
Inc. Performance Incentive Plan (the Company's long-term incentive plan) and
makes recommendations with respect to granting awards under such Plan subject to
review and approval by a majority of the full complement of those members of the
Board of Directors who are "disinterested persons" as that term is used in Rule
16b-3 of the Securities and Exchange Commission.
 
COMPENSATION PRINCIPLES
 
     The philosophy underlying the Company's executive compensation program has
the following goals: (a) to align key executive and management employees with
the Company's strategic and financial objectives; (b) to attract and retain a
management team of high quality; (c) to create incentives which motivate
employees to achieve continual growth and increasing profitability of the
Company; and (d) to promote appreciation of the common interests of
stockholders, executives, and key management employees.
 
     Total compensation is directly related to the successful achievement of the
Company's performance objectives. Short-term objectives are established on an
annual basis, the achievement of which is rewarded annually. Long-term
objectives are linked to a multiple year performance period, the achievement of
which will be rewarded accordingly. All compensation, other than stock options
and restricted stock awards, whether in the form of salary, short-term incentive
awards, grants of performance shares, or cash equivalents, are based on
successful accomplishment of periodically established objectives reflecting the
Company's business and financial goals. Performance objectives, which are
identified as short or long-term, provide standards for the measurement of
Company and unit performance. Some performance objectives are Company-wide;
others will vary, depending on individual responsibilities, groups of employees,
or particular projects and plans.
 
     The Company ordinarily seeks to provide performance-based compensation that
allows for maximum deductibility under Section 162(m) of the Internal Revenue
Code and related regulations. However, tax deductibility is only one of many
factors that must be considered in any final decision regarding executive
compensation. In order to best serve the Company and the interests of its
stockholders, the Company may determine that payment of non-deductible
compensation is necessary and appropriate to provide awards consistent with the
overall philosophy and objectives of the compensation programs.
 
     The Company also seeks to encourage substantial stock ownership by the
Company's senior executives so as to align their interests more closely with the
stockholders' interests. In order to do so, the Committee has approved share
ownership guidelines as objectives to be worked toward by these executives. The
guideline for the Chairman and Chief Executive Officer is ownership of shares
having a value five times his base salary; for the President and Chief Operating
Officer, the guideline is four and a
 
                                        5

<PAGE>
 
half times his base salary; for executive vice presidents, the guideline is four
times base salary; and for senior vice presidents, the guideline is three times
base salary.
 
     The following is a discussion of the major elements of the Company's
executive compensation program along with a description of the decisions and
actions taken by the Committee with regard to 2002 compensation of Mr. Adderley
as the Company's Chairman and Chief Executive Officer.
 
ANNUAL COMPENSATION
 
     Annual cash compensation for executive officers consists of base salaries
and cash incentive bonuses.
 
     Base salaries for executive officers are targeted to be competitive with
the marketplace, identified by national surveys of executive compensation in
which the Company periodically participates and which are recognized as credible
within the professional field of compensation management. Because the Company
competes to recruit executive-level personnel from many industries and not just
from the staffing industry, the companies included in the surveys referred to
above are not the same as those included in the Peer Group Index used in this
Proxy Statement for performance graph purposes. Base salaries are targeted to
correspond generally with the median of the range of salaries in the surveys
consulted.
 
     Competitive assessments include reviewing salary survey data of comparative
companies, not necessarily in the staffing industry, and other relevant factors.
Individual performance is also a factor in determining base salary. The
Committee is responsible for reviewing and approving the annual salary for all
officers.
 
     April 1 has been the customary point in each year when the base salaries of
all staff employees of the Company are reviewed and possibly increased. In April
2002, the Committee considered whether economic conditions would warrant the
customary annual salary increases for Company personnel, including Company
officers. The Committee concluded that then-current conditions would not warrant
any general annual increase, subject to exceptions for special circumstances;
and that recommendation was followed by the Company. Accordingly, the Committee
also recommended that Mr. Adderley's salary for the year following April 2002
should remain unchanged at the rate set by the Committee in April of 2001, which
was $830,000 per year.
 
     Certain newly-hired executives were paid predetermined cash bonuses for
2002 as a recruiting inducement. All other 2002 cash bonuses to executive
officers (including Mr. Adderley) were subject to the terms of the Company's
Short-Term Incentive Plan. In accordance with that plan, in the first quarter of
2002 the Committee established target and threshold goals relating to corporate
diluted earnings per share and a payout schedule for each executive showing a
range of potential bonus amounts the executive could receive under the plan,
which depended on the extent to which the Company's actual 2002 diluted earnings
per share met or exceeded the threshold. The entire potential bonus for Mr.
Adderley and for each other named executive officer was tied solely to this
objectively determinable standard. The potential bonuses for other executive
participants in the Plan were tied partially to this corporate earnings standard
and partially to other performance goals, which also were established by the
Committee in the first quarter of the year and were set in light of the
particular functions and responsibilities of the individual executives.
 
                                        6

<PAGE>
 
     The Company's actual earnings per share for the year 2002 exceeded the
payout threshold the Committee had established for the year. Payment of bonuses
was made based on the pre-established schedule for the level of earnings per
share actually achieved. After the end of the year, the Committee approved a
$211,000 cash bonus for Mr. Adderley, based entirely on the earnings per share
schedule.
 
LONG-TERM COMPENSATION
 
     The long-term incentive compensation for executive officers can consist of
cash and stock-based awards made under the Company's Performance Incentive Plan.
Non-Qualified Stock Options, Incentive Stock Options, and, in the case of
certain executives, Restricted Stock Awards, are currently the only type of
awards outstanding under the Performance Incentive Plan.
 
     During 2002, there was a review of compensation components for chief
executive officers in companies of similar size. As a result of that review, the
Committee during 2002 recommended that Mr. Adderley be awarded a Non-Qualified
Stock Option to purchase 45,000 shares of Class A common stock, in accordance
with the parameters of competitive practice. These stock options vest over a
three-year period.
 
     The decision to grant stock options is considered periodically by the
Committee during each year. Grants may be given to new hires, employees promoted
to new positions, and other key managers and executives as deemed appropriate by
the Committee. Grant size is determined based on a guideline of option shares
for each management level that is generally competitive with the median level of
grants awarded by companies of similar size.
 
     In 2002, Mr. Adderley and the other most senior officers of the Company
were granted Restricted Shares of the Company's Class A common stock under the
Company's Performance Incentive Plan. These Restricted Shares vest over a three
year period. Mr. Adderley received a Restricted Share Award totaling 7,200
shares.
 
CONCLUSION
 
     The Committee believes that the Company's executive compensation program,
providing as it does for competitive base salaries along with short and
long-term incentive compensation opportunities, is an important factor in
motivating executives as well as maintaining an appropriate focus on increasing
stockholder value.
                                          B. J. WHITE, Chair
                                          M. A. FAY, O.P.
                                          C. V. FRICKE
                                          V. G. ISTOCK
 
                                        7

<PAGE>
 
                         REPORT OF THE AUDIT COMMITTEE
 
ORGANIZATION
 
     The Audit Committee of the Board of Directors is composed of four
independent directors, as defined by Nasdaq rules, and operates under a written
charter adopted by the Board of Directors on May 15, 2000 and amended by the
Board of Directors on February 6, 2003, a copy of the fully amended charter is
attached hereto as Exhibit A. The current members of the Audit Committee are C.
V. Fricke (Chair), B. J. White, M. A. Fay, and V. G. Istock.
 
PRIMARY FUNCTION
 
     The primary function of the Audit Committee is to oversee the audit process
and provide assistance to the Board of Directors in fulfilling its
responsibilities relating to the corporate accounting and reporting practices.
In addition, the Audit Committee shall review other financial matters as
delegated by the Board of Directors.
 
PRE-APPROVAL POLICY
 
     The Audit Committee has adopted a policy requiring pre-approval of all
audit and non-audit services of the independent accounts prior to their
engagement by the Company. The policy is further described in the Audit
Committee Charter attached as Exhibit A hereto.
 
REVIEW AND INDEPENDENT ACCOUNTANTS
 
     The Audit Committee has reviewed the Company's audited consolidated
financial statements and discussed such statements with the Company's management
and with PricewaterhouseCoopers LLP, the Company's independent accountants for
fiscal year 2002. The Audit Committee has discussed with its independent
accountants the matters required to be discussed by Statement of Auditing
Standards No. 61, "Communication with Audit Committees."
 
     The Audit Committee received from PricewaterhouseCoopers LLP the written
disclosures required by Independence Standards Board Standard No. 1 and
discussed the same with PricewaterhouseCoopers LLP, including their
independence.
 
RECOMMENDATION
 
     Based upon the forgoing review and discussions, the Audit Committee
recommended to the Board of Directors of the Company that the Company's audited
consolidated financial statements be included in the Company's Annual Report on
Form 10-K for the fiscal year ended December 29, 2002, and be filed with the
U.S. Securities and Exchange Commission.
 
     This report is submitted by the Audit Committee of the Board of Directors.

                                          C. V. FRICKE, Chair
                                          B. J. WHITE
                                          M. A. FAY, O. P.
                                          V. G. ISTOCK
 
                                        8

<PAGE>
 
                             AUDIT AND RELATED FEES
 
AUDIT FEES
 
     Aggregate fees for professional services rendered by PricewaterhouseCoopers
LLP ("PricewaterhouseCoopers") in connection with its audit of the Company's
consolidated financial statements for the years ended December 29, 2002 and
December 30, 2001 and its limited reviews of the Company's unaudited condensed
consolidated interim financial statements were $681,300 and $605,000
respectively.
 
AUDIT RELATED FEES
 
     For the years ended December 29, 2002 and December 30, 2001, fees for
professional services rendered by PricewaterhouseCoopers in connection with
audits of employee benefit plans and internal control reviews totaled $26,500
and $92,500 respectively.
 
TAX FEES
 
     For the years ended December 29, 2002 and December 30, 2001, fees for
professional services rendered by PricewaterhouseCoopers in connection with tax
compliance, tax planning, and advice totaled $606,643 and $350,170 respectively.
 
ALL OTHER FEES
 
     For the year ended December 29, 2002, fees for professional legal services
rendered by an affiliate of PricewaterhouseCoopers in Hungary totaled $5,463.
For the year ended December 30, 2001, PricewaterhouseCoopers rendered no
professional services to the Company other than those professional services
described above.
 
                                        9

<PAGE>
 

                             EXECUTIVE COMPENSATION
 
SUMMARY COMPENSATION TABLE
 
     The following table sets forth all compensation paid or accrued for
services rendered to the Company and its subsidiaries for the last three fiscal
years by the Chief Executive Officer and the four highest-paid executive
officers, as well as the total compensation paid to each individual during the
Company's last three fiscal years:
 

<Table>
<Caption>
                                                                      Long-Term Compensation
                                                             -----------------------------------------
                                       Annual Compensation            Awards               Payouts
                                       -------------------   ------------------------   --------------
                                                                             Number
                                                             Restricted    of Shares      Long-Term
           Name and                                             Share      Underlying   Incentive Plan      All Other
      Principal Position        Year    Salary     Bonus     Award(s)(1)    Options       Payouts(2)     Compensation(3)
      ------------------        ----    ------     -----     -----------   ----------   --------------   ---------------
<S>                             <C>    <C>        <C>        <C>           <C>          <C>              <C>
T. E. Adderley................  2002   $830,000   $211,000    $161,280       45,000        $      0          $45,650
  Chairman and                  2001    817,500          0     596,160       45,000               0           69,162
  Chief Executive Officer       2000    800,000    440,000     432,000       90,000         209,834           85,800

C. T. Camden..................  2002   $700,000   $147,000    $107,520       25,000        $      0          $38,500
  President and                 2001    655,000          0     384,640       75,000               0           48,840
  Chief Operating Officer       2000    600,000    233,000     240,000       40,000          87,431           49,500

W. K. Gerber..................  2002   $570,000   $ 94,000    $ 67,200       15,000        $      0          $31,350
  Executive Vice President      2001    561,667          0     252,160       15,000               0           41,671
  and Chief Financial Officer   2000    550,000    196,000     192,000       30,000               0           48,000

M. L. Durik...................  2002   $508,333   $ 83,000    $ 67,200       15,000        $      0          $ 7,625
  Executive Vice President,     2001    487,500          0     252,160       15,000               0            9,443
  Human Resources               2000    440,000    142,000     144,000       30,000               0           10,800

A. G. Grimsley................  2002   $430,000   $ 70,000    $ 67,200       15,000        $      0          $23,650
  Executive Vice President,     2001    410,000          0     252,160       15,000               0           33,550
  US Commercial                 2000    340,500    200,000     144,000       30,000          52,459           31,830
</Table>

 
(1) Restricted Shares of the Company's Class A common stock were awarded in
    February 2002, March 2001, August 2001, and March 2000. The shares awarded
    vest in three equal annual installments beginning one year after the date of
    grant. The above amounts represent the fair market value of the entire award
    for each executive officer at the grant date. The number of shares awarded
    in 2002 were: T.E. Adderley, 7,200; C.T. Camden, 4,800; W.K. Gerber, 3,000;
    M.L. Durik 3,000; and A.G. Grimsley, 3,000. The number of shares awarded in
    2001 were: T. E. Adderley, 22,500; C. T. Camden, 14,500; W. K. Gerber,
    9,500; M. L. Durik, 9,500; and A. G. Grimsley, 9,500. The number of shares
    awarded in 2000 were: T. E. Adderley, 18,000; C. T. Camden, 10,000; W. K.
    Gerber, 8,000; M. L. Durik, 6,000; and A. G. Grimsley, 6,000.
 
    At the last business day of the Company's 2002 fiscal year the aggregate
    number of unvested Restricted Shares of the Company's Class A common stock
    held by the executive officers named in
 
                                        10

<PAGE>
 
    the Summary Compensation Table and the value of these shares, based upon the
    $25.095 per share closing price of the Company's Class A common stock on
    that date, were as follows:
 

<Table>
<Caption>
                          Name                              No. of Shares     Value
                          ----                              -------------     -----
<S>                                                         <C>              <C>
T. E. Adderley..........................................       28,200        $707,679
C. T. Camden............................................       17,800         446,691
W. K. Gerber............................................       13,000         326,235
M. L. Durik.............................................       12,333         309,497
A. G. Grimsley..........................................       11,333         284,402
</Table>

 
(2) Value of shares received in each year for the three year performance period
    ending December 31 of the year preceding the year in which the shares were
    received.
 
(3) Represents Company contributions to non-qualified defined
    contribution/deferred compensation plan for officers and certain other
    management employees known as the Management Retirement Plan.
 
                                        11

<PAGE>
 
OPTION GRANTS IN 2002
 
     The following table shows all grants of all Non-Qualified Stock Options and
Incentive Stock Options to the officers named in the Summary Compensation Table
above in 2002. The exercise price of all such options was the fair market value
on the date of grant. One third (1/3) are exercisable one year after the grant
date with an additional one third (1/3) exercisable on each of the next two
anniversary dates. Upon exercise of an option, an officer purchases all or a
portion of the shares covered by the option by paying the exercise price
multiplied by the number of shares as to which the option is exercised, either
in cash or by surrendering common shares already owned by the officer.
 

<Table>
<Caption>
                                  Individual Grants
--------------------------------------------------------------------------------------
                         Number                % of Total                                    Potential Realizable Value at
                       of Shares                Options                                      Assumed Annual Rates of Stock
                       Underlying              Granted to                                Price Appreciation for Option Term(1)
                        Options     Option     Employees      Exercise or   Expiration   --------------------------------------
        Name            Granted      Type    in Fiscal Year   Base Price       Date       0%           5%               10%
        ----           ----------   ------   --------------   -----------   ----------    --           --               ---
<S>                    <C>          <C>      <C>              <C>           <C>          <C>        <C>             <C>
T. E. Adderley.......    45,000       NQ          9.80          $22.40       02/12/12     $0        $633,926        $1,606,492
C. T. Camden.........     4,000      ISO                        $22.40       02/12/12     $0        $ 56,349        $  142,799
                         21,000       NQ                        $22.40       02/12/12      0         295,832           749,696
                       ----------                                                        ----       ---------       -----------
                         25,000                   5.44                                    $0        $352,181        $  892,495
W. K. Gerber.........     4,000      ISO                        $22.40       02/12/12     $0        $ 56,349        $  142,799
                         11,000       NQ                        $22.40       02/12/12      0         154,960           392,698
                       ----------                                                        ----       ---------       -----------
                         15,000                   3.27                                    $0        $211,309        $  535,497
M. L. Durik..........     4,000      ISO                        $22.40       02/12/12     $0        $ 56,349        $  142,799
                         11,000       NQ                        $22.40       02/12/12      0         154,960           392,698
                       ----------                                                        ----       ---------       -----------
                         15,000                   3.27                                    $0        $211,309        $  535,497
A. G. Grimsley.......     4,000      ISO                        $22.40       02/12/12     $0        $ 56,349        $  142,799
                         11,000       NQ                        $22.40       02/12/12      0         154,960           392,698
                       ----------                                                        ----       ---------       -----------
                         15,000                   3.27                                    $0        $211,309        $  535,497
</Table>

 
(1) The dollar amounts under the 5% and 10% columns in the table above are the
    result of calculations required by the Securities and Exchange Commission's
    rules and therefore are not intended to forecast possible future
    appreciation of the stock price of the Company. As shown in the 0% column
    above, no gain to the named officers or all employees is possible without
    appreciation in the price of the Company's common stock, which will benefit
    all stockholders. For example, with respect to the grants expiring on
    February 12, 2012, in order for any of the named officers to realize the
    potential values set forth in the 5% and 10% columns in the table above with
    respect to the exercise price of $22.40 (the fair market value on the date
    of the grant), the price per share of the Company's Class A common stock
    would have to be approximately $36.49 and $58.10, respectively, as of the
    expiration date of their options.
 
                                        12

<PAGE>
 
OPTION EXERCISES DURING 2002 AND YEAR-END OPTION VALUES
 
     The following table shows stock option exercises during 2002 by each of the
officers named in the Summary Compensation Table and the value of unexercised
options at fiscal year end 2002:
 

<Table>
<Caption>
                                                                     Number of
                                                                 Shares Underlying              Value of Unexercised
                                                                Unexercised Options                 In-the-Money
                                Number of                           at Year End                 Options at Year End
                             Shares Acquired     Value      ----------------------------    ----------------------------
          Name                 on Exercise      Realized    Exercisable    Unexercisable    Exercisable    Unexercisable
          ----               ---------------    --------    -----------    -------------    -----------    -------------
<S>                          <C>                <C>         <C>            <C>              <C>            <C>
T. E. Adderley...........           0              $0         379,100         151,900        $ 81,405        $181,260
C. T. Camden.............           0              $0         139,502         108,498        $103,543        $230,232
W. K. Gerber.............           0              $0          90,751          59,249        $ 27,581        $ 60,569
M. L. Durik..............           0              $0          35,001          44,999        $ 16,425        $ 56,850
A. G. Grimsley...........           0              $0          69,401          48,599        $ 25,350        $ 59,825
</Table>

 
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR TABLE
 
     There were no performance share awards made by the Company in 2002 under
the Company's Performance Incentive Plan.
 
EQUITY COMPENSATION PLAN INFORMATION
 
     The following table shows the number of securities of the Company that can
be issued upon the exercise of outstanding options, warrants and rights, the
weighted-average of exercise price of outstanding options, warrants and rights,
and the number of securities remaining available for future issuance under the
Company's equity compensation plans as of the fiscal year end for 2002.
 

<Table>
<Caption>
                                                                                            Number of securities
                                                                                          remaining available for
                                                                                        future issuance under equity
                                       Number of securities to     Weighted-average          compensation plans
                                       be issued upon exercise    exercise price of        (excluding securities
                                       of outstanding options,   outstanding options,         reflected in the
            Plan Category                warrants and rights     warrants and rights          first column)(2)
            -------------              -----------------------   --------------------   ----------------------------
<S>                                    <C>                       <C>                    <C>
Equity compensation plans approved by
  security holders(1)................         2,673,000                 $26.04                   1,133,000
Equity compensation plans not
  approved by security holders(3)....                 0                      0                           0
                                              ---------                 ------                   ---------
Total................................         2,673,000                 $26.04                   1,133,000
</Table>

 
(1) The equity compensation plans of the Company approved by the Company's
    security holders include the Company's Performance Incentive Plan and the
    Company's Non-Employee Director Stock Option Plan.
 
(2) The Performance Incentive Plan provides that the maximum number of shares
    available for grants is 10 percent of the outstanding Class A common stock,
    adjusted for plan activity over the preceding five years.
 
(3) The Company has no equity compensation plans that have not been approved by
    its security holders.
                                        13

<PAGE>
 
P
ERFORMANCE GRAPH
 
     The following graph compares the cumulative total return of the Company's
Class A common stock with that of a Peer Group Index and the S&P MidCap 400
Index for the five years ended December 31, 2002. The graph assumes an
investment of $100 on December 31, 1997 and that all dividends were reinvested.
The Peer Group Index consists of the following publicly traded staffing services
companies: CDI Corp., Manpower Inc., and Spherion Corporation.
 
                  COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
                       ASSUMES INITIAL INVESTMENT OF $100
                                 DECEMBER 2002
 
                              [PERFORMANCE GRAPH]
 

<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------
                                          1997       1998       1999       2000       2001       2002
-----------------------------------------------------------------------------------------------------------
<S>                                      <C>        <C>        <C>        <C>        <C>        <C>     <C>
 KELLY SERVICES, INC.                    $100.00    $108.97     $89.29     $87.56     $83.98     $96.33
-----------------------------------------------------------------------------------------------------------
 S&P MIDCAP 400 INDEX                    $100.00    $119.11    $136.34    $160.56    $159.59    $136.41
-----------------------------------------------------------------------------------------------------------
 PEER GROUP INDEX                        $100.00     $70.61     $93.80     $74.82     $68.57     $65.60
-----------------------------------------------------------------------------------------------------------
</Table>

 
                                        14

<PAGE>
 
                    MATTERS TO BE BROUGHT BEFORE THE MEETING
 
                             ELECTION OF DIRECTORS
 
                                  PROPOSAL 1
 
     The Board of Directors is divided into three classes with each class
elected for a three-year term. Under the Certificate of Incorporation, the Board
of Directors shall consist of no fewer than five (5) and no more than nine (9)
members, the exact number of Directors to be determined from time to time by the
Board of Directors. The Board of Directors has fixed the number of Directors
constituting the whole Board at six (6).
 
     The Board of Directors recommends that the nominees named below be elected
to serve as Directors. The nominees will serve for a three (3) year term ending
at the Annual Meeting of Stockholders held after the close of the fiscal year
ended January 1, 2006.
 
     The shares represented by the enclosed form of proxy, when properly
executed by a stockholder of record, will be voted at the Annual Meeting, or any
adjournment thereof, as designated thereon if unrevoked at the time of the
Meeting. If a nominee is unavailable for election for any reason on the date of
the election of the Director (which event is not anticipated), the persons named
in the enclosed form of proxy may vote for the election of a person designated
by a majority of the proxy attorneys present at the Meeting. The Director will
be elected by a majority of the votes cast by holders of Class B common stock
who are present in person, or represented by proxy, and entitled to vote at the
Meeting.
 
     The name and age (as of March 1, 2003) of the nominee and of each person
whose term of office as a Director will continue after the Meeting, their
present occupations or employment during the past five years and other data
regarding them, based upon information received from the respective individuals,
are hereinafter set forth:
 

<Table>
<Caption>
                                   Year of                                                            Year First
                                Expiration of                        Principal                        Elected as
         Name and Age           Elective Term                        Occupation                        Director
         ------------           -------------                        ----------                       ----------
<S>                             <C>             <C>                                                   <C>
                     NOMINEES FOR ELECTION AS DIRECTOR TO BE ELECTED FOR A THREE-YEAR TERM
M. A. Fay, O. P. ..............     2003        President of the University of Detroit Mercy;            1997
  Age 68                                          Director of Bank One Corporation. Formerly:
                                                  Director of First Chicago NBD Corporation.
C. V. Fricke...................     2003        Professor Emeritus, University of Michigan-Dearborn.     1978
  Age 74
V. G. Istock...................     2003        Retired Chairman/President of Bank One Corporation;      1991
  Age 62                                          Director of Masco Corporation. Formerly: Chairman,
                                                  President and Chief Executive Officer of First
                                                  Chicago NBD Corporation; Chairman and Chief
                                                  Executive Officer of First National Bank of
                                                  Chicago; Chairman and Chief Executive Officer of
                                                  NBD Bank, Michigan; Director of Bank One
                                                  Corporation and First Chicago NBD Corporation;
                                                  Director of Federal Reserve Bank of Chicago.
</Table>

 
                                        15

<PAGE>
 

<Table>
<Caption>
                                   Year of                                                            Year First
                                Expiration of                        Principal                        Elected as
         Name and Age           Elective Term                        Occupation                        Director
         ------------           -------------                        ----------                       ----------
<S>                             <C>             <C>                                                   <C>
                                         DIRECTORS CONTINUING IN OFFICE
T. E. Adderley(a)..............     2004        Chairman (1998) and Chief Executive Officer of the       1962
  Age 69                                          Company and past President of the Company;
                                                  Director of DTE Energy Company. Formerly: Director
                                                  of First of Chicago NBD Corporation and Director
                                                  of Detroit Edison Company.
B. J. White....................     2005        Managing Director, Fred Alger Management. Inc.;          1995
  Age 55                                          Trustee of Equity Residential Properties Trust,
                                                  Inc. and the mutual funds of Fred Alger Management
                                                  Company; Director of Gordon Food Service, Inc. and
                                                  of Kaydon Corporation. Formerly: Interim
                                                  President, University of Michigan; Dean, Wilbur K.
                                                  Pierpont Collegiate Professor and Professor of
                                                  Business Administration of the University of
                                                  Michigan Business School; Director of Union Pump
                                                  Company, Inc. and of Three-D Departments, Inc.
C. T. Camden(b)................     2005        President and Chief Operating Officer (2001) of the      2002
  Age 48                                          Company. Formerly: Executive Vice President and
                                                  Chief Operating Officer (2001), Executive Vice
                                                  President of Operations, Sales and Marketing
                                                  (1997), and Senior Vice President Sales and
                                                  Marketing (1995) of the Company.
</Table>

 
(a) Mr. Adderley is a director and executive officer of virtually all
    subsidiaries of the Company.
 
(b) Mr. Camden is a director and executive officer of virtually all subsidiaries
    of the Company.
 
                   RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
 
                                  PROPOSAL 2
 
     The Board of Directors of the Company has appointed the firm of
PricewaterhouseCoopers LLP as independent accountants of the Company for the
current fiscal year ending December 28, 2003, subject to ratification by the
stockholders. This firm has served as independent accountants for the Company
for many years and is considered to be well qualified by the Board of Directors.
As in prior years, a representative of that firm will be present at the Annual
Meeting and will have the opportunity to respond to appropriate questions. Fees
paid to PricewaterhouseCoopers LLP for fiscal year 2002 are set forth on page 9
of the Proxy Statement under the heading Audit and Related Fees.
 
     It is recommended by the Board of Directors that the proposal to ratify the
appointment of PricewaterhouseCoopers LLP as independent accountants for the
year 2003 be approved. If stockholders fail to approve this proposal, the Board
will reconsider the appointment of PricewaterhouseCoopers LLP as independent
accountants for the year 2003.
 
     The proposal to ratify the appointment of PricewaterhouseCoopers LLP will
be carried if it receives the affirmative vote of the holders of a majority of
the Company's Class B common stock present in person or by proxy and entitled to
vote at the Annual Meeting.
 
                                        16

<PAGE>
 
                           APPROVAL OF STANDARDS FOR
               PERFORMANCE-BASED, ANNUAL INCENTIVE AWARD CRITERIA
                    FOR CERTAIN EXECUTIVE OFFICERS UNDER THE
                      COMPANY'S SHORT-TERM INCENTIVE PLAN
 
                                  PROPOSAL 3
 
DESCRIPTION OF THE STIP PLAN
 
     In 1993 the Board of Directors replaced the Company's former Executive
Bonus Plan with an annual cash award plan, the Short-Term Incentive Plan
("STIP"), which is designed to provide incentive awards to certain officers and
other management-level employees based on their contributions to the Company's
growth and profitability. Participants in the plan are selected by authority of
the Compensation Committee, delegated in some instances to the Company's chief
executive officer. When the performance objectives of a fiscal year are met,
bonus payments are made early in the following fiscal year.
 
     The STIP generally requires that at least one of the performance goals
established by the Compensation Committee of the Board of Directors each year be
a quantitatively measured Company performance objective. The Plan also gives the
Committee discretion to establish other goals, the achievement of which may
require subjective assessment. The Board of Directors believes that this
flexibility generally afforded the Compensation Committee under the STIP is
beneficial and in the best interest of the Company and its stockholders.
 
BACKGROUND FOR THE PROPOSAL; DEDUCTIBILITY
 
     Section 162(m) of the Internal Revenue Code, as amended in 1993,
establishes a limit of $1,000,000 per year on the tax deductibility of annual
compensation paid to the chief executive officer and the next four highest-paid
executive officers of a public company, unless such compensation is
"performance-based" and certain conditions are met. These conditions include:
(1) that an award under an incentive plan be objectively determinable based on a
performance standard or standards; (2) that the nature of the standards, the
executives covered, and individual award maximums be approved by the Company's
stockholders at least once every five years; and (3) that changes in any of
these conditions be approved by the stockholders.
 
     After Section 162(m) regulations were issued, certain changes were made in
the STIP and approved by the Company's stockholders at the Company's 1995 Annual
Meeting to conform the STIP to those regulations.
 
     In March 1998, the Board of Directors further amended the STIP, as it
applies to those executives whose STIP incentive awards are subject to the
provisions of Section 162(m) ("Named Officers"). These changes were intended to
afford the Compensation Committee greater flexibility in fashioning STIP awards
for the Named Officers while keeping in mind the deduction limits imposed by
Section 162(m). These amendments were approved by the Company's stockholders at
the Company's 1998 Annual Meeting.
 
                                        17

<PAGE>
 
DEFINITION OF NAMED OFFICERS
 
     Under the STIP, Named Officers are the Company's chief executive officer
and, for any given year, each executive officer at or above the senior vice
president level who is determined by the Compensation Committee to be an
executive likely to be named in the Summary Compensation Table of the Company's
proxy statement for the next year's Annual Meeting of Stockholders.
 
PROPOSED CONTINUED STIP CRITERIA FOR NAMED OFFICERS
 
     The STIP criteria for Named Officers have been as follows for STIP Plan
years 1998 through 2002:
 
        "During the first quarter of each year the Committee shall consider the
        establishment of a Plan target award, expressed as a percentage of
        eligible salary, for each of the Named Officers.
 
        "The Committee shall next establish objective performance standards for
        the corporate and/or divisional/departmental portions of the awards, and
        determine what percentage of the target award, if any, will be based on
        each such objective performance standard.
 
        "The Committee will select one or a combination of the following as
        objective performance standards: pre-tax or after tax corporate earnings
        for the year or the equivalent of such amounts in basic or diluted
        earnings per share, sales, gross profit, earnings from operations, net
        operating profit after taxes above the cost of capital, market share,
        customer satisfaction, quality metrics, shareholder value and return on
        assets, investment or equity.
 
        "The Committee shall also specify during the first quarter which, if
        any, types or categories of extraordinary, unusual, non-recurring or
        other items of gain or loss shall be excluded or otherwise not taken
        into account when actual corporate or divisional/departmental results
        are calculated.
 
        "The Committee will finally establish an award payout schedule based
        upon the extent to which the objective performance standard(s) is or is
        not achieved or exceeded.
 
        "The Committee retains the right in its discretion to reduce an award
        based on Company, divisional/departmental or individual performance, but
        will have no discretion to increase any award so calculated.
 
        "In addition to awards based on quantitatively determinable performance
        standards, the Committee may, in its discretion and acting in the best
        interests of the Company, set one or more other incentive goals for a
        portion or all of a Named Officer's Plan award, the achievement of which
        need not be quantitatively determinable but, instead, may require
        subjective assessments of the quality of performance to which the goals
        relate ("qualitative performance standards"). If a qualitative
        performance standard is established with respect to a Named Officer's
        Plan target award, the Committee shall specify at the time of the award
        what percentage of the total award will be based on that objective. The
        Committee will, however, have discretion to increase or decrease that
        portion of an award which does not qualify for the performance-based
        exclusion from the Section 162(m) cap on compensation deductibility.
 
        "In no event shall the total annual Plan award to a Named Officer,
        including the non-performance-based portion, exceed $2,000,000 a year."
 
                                        18

<PAGE>
 
     In February of 2003, the Board of Directors amended the Plan solely by
extending the term for application of the criteria reproduced above to STIP Plan
years 2003 through 2007. This proposal seeks stockholder approval for that
extension.
 
2003 AWARDS TO NAMED OFFICERS
 
     Consistent with the criteria described above, the Compensation Committee,
in the first quarter of 2003, designated the Named Officers for 2003, who are
the same officers shown in the Summary Compensation Table of this proxy
statement. The Committee also determined the target incentive award for each
Named Officer, established the 2003 earnings per share performance standard and
the percentage of the 2003 target award each Named Officer may receive under the
STIP if that performance standard is achieved, and approved a schedule of
possible STIP payouts for 2003 ranging from zero percent (if the specified
earnings per share threshold is not achieved) to the maximum percent of each
Named Officer's target award salary percentage, depending on the extent to which
actual earnings per share are less or more than the target amount. Because of
the contingent nature of the performance criteria and the potential for base
salaries of Named Officers to be changed during 2003 pursuant to the Company's
regular merit increase process, the actual amount (if any) that any executive
officer will receive for 2003 performance (or for performance in any later year)
is not now determinable.
 
EFFECT OF STOCKHOLDER APPROVAL; SUBSEQUENT AMENDMENTS
 
     The Board believes that if the continued STIP criteria are approved as
proposed, the full amount of each STIP award to a Named Officer for
quantitatively determinable standards will continue to qualify as
performance-based compensation excluded from Section 162(m)'s deduction limits.
Under the current Section 162(m) regulations, any STIP awards paid in a given
year to any of the five executives then covered by that section for achievement
of qualitative performance standards will not be excluded from the section's
$1,000,000-per-executive annual deduction limit. However, Section 162(m) only
affects the deductibility of that portion of non-excluded compensation which
exceeds $1,000,000; it has no effect on the deductibility of non-excluded
compensation at or below that amount.
 
     Assuming stockholder approval of the proposed continued criteria, the
current Section 162(m) regulations will permit the Compensation Committee to use
any or all of the expanded range of criteria for quantitatively determinable
STIP awards that are deductible for up to five years (that is, through 2007)
without seeking further stockholder approval of those criteria. The Board also
may terminate the STIP at any time and may further amend it from time to time,
with or without stockholder approval. However, any amendment that, within the
meaning of the Section 162(m) regulations, would materially change the
"employees covered," the "performance measures," or the "maximum award" payable
would be subject to stockholder approval to assure the deductibility of the
payments following such amendments.
 
EFFECT OF NON-APPROVAL
 
     If the proposed criteria are not approved by the stockholders, the STIP
awards for Named Officers that have been conditioned on stockholder approval
will not be made. However, the Compensation Committee, acting within its
delegated authority, will continue from time to time to consider how best to
structure the compensation of these and other executive officers of the Company,
which compensation
 
                                        19

<PAGE>
 
may include non-STIP incentive bonuses to such officers for achievement of
performance objectives set by the Committee.
 
REQUIRED VOTE
 
     The proposal to approve the performance-based annual incentive compensation
criteria will be carried if it receives the affirmative vote of the holders of a
majority of the Company's Class B common stock present in person or by proxy and
entitled to vote at the Annual Meeting. For purposes of this stockholder vote,
any shares that are the subject of a so-called "broker non-vote" will not be
considered present, but any shares for which an abstention is registered will be
considered present. In other words, any broker non-vote on the proposal will
have no effect on the outcome of the vote, while any abstention registered with
respect to the proposal will have the same effect as a vote "Against" the
proposal.
 
                             STOCKHOLDER PROPOSALS
 
     Proposals of stockholders intended to be presented at the next Annual
Meeting must be received by the Secretary, Kelly Services, Inc., 999 West Big
Beaver Road, Troy, Michigan 48084, no later than November 28, 2003.
 
 
                                OTHER MATTERS
 
     At the date of this Proxy Statement the Company knows of no matters, other
than the matters described herein, that will be presented for consideration at
the Meeting. If any other matters do properly come before the Meeting, all
proxies signed and returned by holders of the Class B common stock, if not
limited to the contrary, will be voted thereon in accordance with the best
judgment of the persons voting the proxies.
 
     A copy of the Company's printed Annual Report as of December 29, 2002, the
close of the Company's latest fiscal year, has been mailed to each stockholder
of record. The expense of preparing, printing, assembling, and mailing the
accompanying form of proxy and the material used in the solicitation of proxies
will be paid by the Company. In addition, the Company may reimburse brokers or
nominees for their expenses in transmitting proxies and proxy material to
principals.
 
     It is important that the proxies be returned promptly. Therefore,
stockholders are urged to execute and return the enclosed form of proxy in the
enclosed postage prepaid envelope.
                                          By Order of the Board of Directors
 
                                          GEORGE M. REARDON
                                          Secretary
 
                                        20

<PAGE>
 
                                   EXHIBIT A
 
                              KELLY SERVICES, INC.
                   AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
 
                                    CHARTER
 
ORGANIZATION
 
     The Audit Committee shall be comprised of at least three outside Directors
who meet the independence criteria relating to audit committee members set forth
in the applicable requirements of the Nasdaq Stock Market and the rules of the
Securities and Exchange Commission.
 
     Audit Committee members will meet the requirements of the Nasdaq Stock
Market relating to the financial literacy and experience of audit committee
members. At least one member of the Audit Committee shall qualify as an "audit
committee financial expert" as defined in Item 401(h) of Regulation S-K. The
board of directors must determine that such a person has all of the following
attributes:
 
     - An understanding of Generally Accepted Accounting Principles (GAAP).
 
     - The ability to assess the general application of GAAP in connection with
       the accounting for estimates, accruals and reserves.
 
     - Experience in preparing, auditing, analyzing or evaluating financial
       statements that present a level of complexity of accounting issues that
       are generally comparable to those expected to be raised by the Company's
       financial statements, or experience actively supervising one or more
       persons engaged in such activities.
 
     - An understanding of internal controls and procedures for financial
       reporting.
 
     - An understanding of audit committee functions.
 
STATEMENT OF POLICY
 
     The primary function of the Audit Committee is to oversee the audit process
and provide assistance to the Board of Directors in fulfilling its
responsibilities relating to the corporate accounting and reporting practices.
In addition, the Audit Committee shall review other financial matters as
delegated by the Board of Directors.
 
RESPONSIBILITIES
 
     1. Review and approve the audit scope, services, fees and term of
appointment of the independent public accountants for auditing of the financial
records of the Company and its subsidiaries, and make recommendations to the
Board regarding such matters.
 
     2. Approve all audit and non-audit services of the independent public
accountants prior to engagement by the Company. Such pre-approval may be
delegated the Chair of the Audit Committee so long as all such pre-approvals are
presented to the full Audit Committee at a regularly scheduled meeting.
 
                                        21

<PAGE>
 
     3. Consider in consultation with the independent accountants and the Vice
President of Internal Audit, the audit scope and plan of external and internal
audits, the involvement of the internal auditors in the audit examination, and
the independent auditor's responsibility under generally accepted auditing
standards.
 
     4. Receive periodic reports from the independent accountants and the
Internal Audit Department on their activities and assessment of the Company's
compliance with, and the adequacy of existing internal controls.
 
     5. Obtain a formal written statement from the independent accountants
delineating all relationships between the accountants and the company that may
bear on the independence of such accountants and obtain a written statement from
the independent accountants confirming their independence at least annually.
 
     6. Review with management and the independent accountants:
 
     - The Company's quarterly and annual financial statements including the
       quarterly reports on Form 10-Q and the annual report on Form 10-K filed
       with the Securities and Exchange Commission.
 
     - The independent accountants' audit of the financial statements and their
       associated report, including any opinions rendered in connection with the
       financial statements. This includes any related management letter, and
       management's response to the recommendations.
 
     - Any significant changes required in the independent accountants' audit
       plan.
 
     - Any serious difficulties encountered in the conduct of the audit or
       disputes with management during the audit.
 
     7. Review with management and the Vice President of Internal Audit:
 
     - Significant findings during the year and management's responses.
 
     - The Internal Audit Department's audit plan and staffing.
 
     - The results of their review with respect to officers' expense reports.
 
     8. Meet with the Vice President of Internal Audit and the independent
accountants in separate executive sessions to discuss any sensitive issues.
 
     9. Establish procedures for the receipt, review and retention of complaints
received by the company regarding potential fraud, ethics violations, internal
accounting controls, or auditing matters including confidential, anonymous
submissions by the Company's employees.
 
     10. Include in the Company's proxy statement a report on the Company's
financial statements, as required by the SEC, that "based on the review and
discussion of the audited financial statements with management and the
independent auditors, the audit committee recommended to the Board that the
 
                                        22

<PAGE>
 
audited financial statements be included in the Company's Annual Report on Form
10-K for filing with the Commission." In addition, the report must state
whether:
 
     - The audit committee discussed with the independent auditors those matters
       required to be discussed by Statement on Auditing Standards No. 61
       (Communication With Audit Committees).
 
     - The audit committee has received from the auditors certain disclosures
       regarding the auditor's independence required by Independence Standards
       Board Standard No. 1.
 
     - The Board of Directors has adopted a written charter for the audit
       committee (a copy of the charter must be included as an appendix to the
       Company's proxy statement at least once every three years).
 
     - The audit committee members are "independent" as defined by the Nasdaq
       standards.
 
     11. The Audit Committee shall have the authority and funding to retain
special legal, accounting or other consultants to advise the Committee.
 
     12. The Audit Committee will have such additional duties and
responsibilities as may be provided in applicable requirements of the Nasdaq
Stock Market and the rules of the Securities and Exchange Commission, as in
effect from time to time.
 
     13. The Audit Committee will review the written Audit Committee Charter
annually.
 
                                        23

<PAGE>
                              KELLY SERVICES, INC.
                            999 WEST BIG BEAVER ROAD
                              TROY, MICHIGAN 48084
                                        
                      SOLICITED BY THE BOARD OF DIRECTORS
            FOR THE ANNUAL MEETING OF STOCKHOLDERS ON APRIL 29, 2003

     The undersigned hereby appoints as Proxies T.E. Adderley, William K. 
Gerber and George M. Reardon, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated on the reverse
side, all shares of Class B Common Stock of Kelly Services, Inc. (the 
"Company") held of record by the undersigned on March 10, 2003 at the Annual 
Meeting of Stockholders to be held on April 29, 2003 and any adjournments 
thereof. 

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO DIRECTION 
IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL, THIS PROXY WILL BE VOTED FOR 
SUCH PROPOSAL.

--------------------------------------------------------------------------------

         PLEASE MARK, DATE AND SIGN ON THE REVERSE SIDE AND RETURN THIS
                PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
       NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES OF AMERICA.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME(S) APPEAR(S) ON THE BOOKS OF THE 
COMPANY. JOINT OWNERS SHOULD EACH SIGN PERSONALLY. TRUSTEES AND OTHER 
FIDUCIARIES SHOULD INDICATE THE CAPACITY IN WHICH THEY SIGN, AND WHERE MORE 
THAN ONE NAME APPEARS, A MAJORITY MUST SIGN. IF A CORPORATION, THIS SIGNATURE 
SHOULD BE THAT OF AN AUTHORIZED OFFICER WHO SHOULD STATE HIS OR HER TITLE. 
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
    ADDRESS CHANGE/COMMENTS (MARK THE CORRESPONDING BOX ON THE REVERSE SIDE)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

                            /\FOLD AND DETACH HERE/\

          YOU CAN NOW ACCESS YOUR KELLY SERVICES, INC. ACCOUNT ONLINE.

Access your Kelly Services, Inc. shareholder account online via Investor 
ServiceDirect(R) (ISD).

Mellon Investor Services LLC, agent for Kelly Services, Inc., now makes it easy 
and convenient to get current information on your shareholder account. After a 
simple, and secure process of establishing a Personal Identification Number 
(PIN), you are ready to log in and access your account to:

     -  View account status          -  View payment history for dividends
     -  View certificate history     -  Make address changes
     -  View book-entry information  -  Obtain a duplicate 1099 tax form
                                     -  Establish/change your PIN

              VISIT US ON THE WEB AT HTTP://WWW.MELLONINVESTOR.COM
                AND FOLLOW THE INSTRUCTIONS SHOWN ON THIS PAGE.


<Table>
<S><C>
STEP 1:  FIRST TIME USERS - ESTABLISH A PIN       STEP 2: LOG IN FOR ACCOUNT ACCESS       STEP 3: ACCOUNT STATUS SCREEN 

You must first establish a Personal               You are now ready to log in. To access  You are now ready to access your
Identification Number (PIN) online by             your account please enter your:         account information. Click on the
following the directions provided in the                                                  appropriate button to view or initiate
upper right portion of the web screen as          - SSN or Investor ID                    transactions.
follows. You will also need your Social           - PIN                                        
Security Number (SSN) or Investor ID              - Then click on the SUBMIT button       -  Certificate History
available to establish a PIN.                                                             -  Book-Entry Information
                                                  If you have more than one account,      -  Issue Certificate
THE CONFIDENTIALITY OF YOUR PERSONAL              you will now be asked to select the     -  Payment History
INFORMATION IS PROTECTED USING SECURE SOCKET      appropriate account.                    -  Address Change
LAYER (SSL) TECHNOLOGY.                                                                   -  Duplicate 1099

-  SSN or Investor ID                                                                     
-  PIN
-  Then click on the Establish PIN button

Please be sure to remember your PIN, or maintain
it in a secure place for future reference. 
</Table>


              FOR TECHNICAL ASSISTANCE CALL 1-877-978-7778 BETWEEN
                       9AM-7PM MONDAY-FRIDAY EASTERN TIME






<PAGE>

<TABLE>
<S><C>
                                                                                                                Please
                                                                                                                Mark Here
                                                                                                                for Address  [ ]
                                                                                                                Change or
                                                                                                                Comments
                                                                                                                SEE REVERSE SIDE


Election of Directors    FOR ALL   WITHHOLD   FOR ALL
                                              EXCEPT                                                         FOR   AGAINST  ABSTAIN
01 Maureen A. Fay, O.P.    [ ]        [ ]       [ ]    2. Ratify the appointment of PricewaterhouseCoopers   [ ]     [ ]      [ ]
02 Cedric V. Fricke                                       LLP as independent accountants.
03 Verne G. Istock                                                                                           FOR   AGAINST  ABSTAIN
                                                       3. Approval of standards for performance-based,       [ ]     [ ]      [ ]
                                                          annual incentive award criteria for certain
Instructions: To withhold authority to vote for any       executive officers  under the Company's
individual nominee(s), mark "FOR ALL EXCEPT" and          Short-Term Incentive Plan.
write the name of the nominee(s) in the space
provided below.                                        4. In their discretion, the proxies are authorized to vote upon any other
                                                          business that may properly come before the meeting.

-----------------------------------------------------     PLEASE BE SURE TO SIGN AND DATE THIS PROXY.







Signature_____________________________________    Signature_____________________________________    Date____________________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.

                                                      /\ FOLD AND DETACH HERE /\

</TABLE>