ManpowerGroup Inc. — Director's Dealing 2011

Feb 18, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MANPOWER INC /WI/ (MAN)
CIK: 0000871763
Period of Report: 2011-02-16

Reporting Person: VAN HANDEL MICHAEL J (EVP, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-16	Common Stock	F	3065	$67.24	Disposed	78540	Direct
2011-02-17	Common Stock	M	6866	—	Acquired	85406	Direct
2011-02-17	Common Stock	F	2445	$66.93	Disposed	82961	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-16	Stock Option (Right to Buy)	$67.12	A	24835	Acquired	2021-02-16	Common Stock (24835)	Direct
2011-02-16	Restricted Stock Units	$0.00	A	7450	Acquired		Common Stock (7450)	Direct
2011-02-17	Restricted Stock Units	$	M	6866	Disposed	2011-02-17	Common Stock (6866)	Direct

Footnotes

F1: Stock withheld by Issuer to satisfy tax withholding obligations on restricted stock that vested on February 16, 2011.

F2: Represents the opening price on the New York Stock Exchange on February 16, 2011.

F3: These restricted stock units were settled in shares of Manpower common stock on a 1 for 1 basis upon vesting.

F4: Stock withheld by Issuer to satisfy tax withholding obligations on shares acquired on February 17, 2011 in settlement of restricted stock units.

F5: Represents the opening price on the New York Stock Exchange on February 17, 2011.

F6: Stock Option grant under the Manpower 2003 Equity Incentive Plan.

F7: Represents the closing price on the New York Stock Exchange on February 16, 2011, the date of grant.

F8: Options will become exercisable as to 25% of the shares covered by the option on each of the first four anniversaries of the date of grant.

F9: Award of restricted stock units under the Manpower Inc. 2003 Equity Incentive Plan. The restricted stock units will vest 100% on February 17, 2014 and will be settled in shares of Manpower common stock on a 1 for 1 basis upon vesting.