ManpowerGroup Inc. — Director's Dealing 2012

Jan 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MANPOWER INC /WI/ (MAN)
CIK: 0000871763
Period of Report: 2012-01-01

Reporting Person: ZORE EDWARD J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-01	Common Stock	A	2937	$35.75	Acquired	34225	Direct
2012-01-01	Common Stock	M	1640	—	Acquired	35865	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-01	Deferred Stock	$	A	10	Acquired		Common Stock (10)	Direct
2012-01-01	Deferred Stock	$	A	46	Acquired		Common Stock (46)	Direct
2012-01-01	Deferred Stock	$	A	28	Acquired		Common Stock (28)	Direct
2012-01-01	Deferred Stock	$	M	1640	Disposed	2012-01-01	Common Stock (1640)	Direct
2012-01-01	Deferred Stock	$	A	948	Acquired		Comon Stock (948)	Direct

Footnotes

F1: Annual grant of restricted stock under the 2011 Equity Incentive Plan of Manpower Inc. (the "Plan") 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").

F2: Represents the Market Price (as defined in the Plan) on the last trading day of 2011.

F3: The shares of restricted stock will vest in quarterly installments on the last day of each calendar quarter during 2012.

F4: Settlement of shares of deferred stock in shares of Manpower common stock on a 1 for 1 basis.

F5: The shares of deferred stock are fully vested on the date of grant and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis within 30 days after the reporting person's termination of service as a director.

F6: Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of dividends.

F7: Represents the Average Trading Price (as defined 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 ManpowerGroup 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.

F9: The shares of deferred stock are fully vested on the date of grant and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis on the earlier of January 1, 2012 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 ManpowerGroup comon stock on a 1 for 1 basis on the earlier of January 1, 2015 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

F11: Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of 50% of the Retainer (as Defined in the Terms and Conditions) for 2011.