ManpowerGroup Inc. — Director's Dealing 2012

Feb 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MANPOWER INC /WI/ (MAN)
CIK: 0000871763
Period of Report: 2012-02-15

Reporting Person: SULLIVAN OWEN J (EVP Manpower CEO Right Mgmt.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-15	Common Stock	A	10980	$0.00	Acquired	15461.0574	Direct
2012-02-15	Common Stock	F	3791	$45.17	Disposed	11670.0574	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-15	Stock Option (Right to Buy)	$44.81	A	16812	Acquired	2022-02-15	Common Stock (16812)	Direct
2012-02-15	Restricted Stock Units	$0.00	A	4910	Acquired		Common Stock (4910)	Direct

Footnotes

F1: Shares acquired in settlement of performance share units (which were not derivative securities) received under the Manpower Inc. 2003 Equity Incentive Plan (the "2003 Plan"), exempt under Rule 16b-3.

F2: Stock withheld by Issuer to satisfy tax withholding obligations on shares acquired on February 15, 2012 in settlement of performance share units.

F3: Represents the opening stock price on the New York Stock Exchange on February 15, 2012.

F4: Stock Option Grant under the 2011 Equity Incentive Plan of Manpower Inc.

F5: Represents the closing price on the New York Stock Exchange on February 15, 2012, the date of grant.

F6: Options will become exercisable as to 25% of the shares covered by the option on each of the first four anniversaries on the date of grant.

F7: Award of restricted stock units under the 2011 Equity Incentive Plan of Manpower Inc. The restricted stock units will vest 100% on February 15, 2015 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting.