ManpowerGroup Inc. — Director's Dealing 2011

Jan 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MANPOWER INC /WI/ (MAN)
CIK: 0000871763
Period of Report: 2011-01-01

Reporting Person: WALTER JOHN R (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-01	Deferred Stock	$	A	1593	Acquired		Common Stock (1593)	Direct
2011-01-01	Deferred Stock	$	A	25	Acquired		Common Stock (25)	Direct
2011-01-01	Deferred Stock	$	A	36	Acquired		Common Stock (36)	Direct
2011-01-01	Deferred Stock	$	A	19	Acquired		Common Stock (19)	Direct
2011-01-01	Deferred Stock	$	A	25	Acquired		Common Stock (25)	Direct
2011-01-01	Deferred Stock	$	A	41	Acquired		Common Stock (41)	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 common 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: Annual grant of deferred stock 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 January 1, 2008) (the "Terms and Conditions").

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

F4: The shares of deferred stock are fully vested on the date of grant and will be settled in shares of Manpower common stock on a 1 for 1 basis on the earlier of January 1, 2013 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

F5: Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of dividends.

F6: Represents the Average Trading Price (as defined in the Terms and Conditions).

F7: The shares of deferred stock are fully vested on the date of grant and will be settled in shares of Manpower common stock on a 1 for 1 basis on the earlier of January 1, 2019 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

F8: The shares of deferred stock are fully vested on the date of grant and will be settled in shares of Manpower common stock on a 1 for 1 basis on the earlier of January 1, 2018 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

F9: The shares of deferred stock are fully vested on the date of grant and will be settled in shares of Manpower common stock on a 1 for 1 basis on the earlier of January 1, 2016 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

F10: The shares of deferred stock are fully vested on the date of grant and will be settled in shares of Manpower common stock on a 1 for 1 basis on the earlier of January 1, 2020 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.