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: Sartain Elizabeth P (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-16	Deferred Stock	$	A	70	Acquired		Common Stock (70)	Direct

Footnotes

F1: The shares of deferred stock vest in quarterly installments on the last day of each calendar quarter during 2011 and will be settled in shares of Manpower commonst stock on a 1 for 1 basis on the earlier of January 1, 2014 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions (as defined below).

F2: Incremental shares of deferred stock granted under the 2003 Equity Incentive Plan of Manpower Inc. and the Terms and Conditions Regarding the Grant of Awards to Non-Employee Directors under the Plan (Amended and Restated Effective February 16, 2011)(the "Terms and Conditions")in connection with an amendment to the Compensation for Non-Employee Directors Program effective February 16, 2011.

F3: Represents the Market Price (as defined in the Plan) on the last trading day of 2010.