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: Hall Patricia Hemingway (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-01	Deferred Stock	$	A	2937	Acquired		Common Stock (2937)	Direct
2012-01-01	Deferred Stock	$	A	18	Acquired		Common Stock (18)	Direct

Footnotes

F1: These shares of deferred stock vest in quarterly installments on the last day of each calendar quarter during 2012 and will be settled in shares of ManpowerGroup common 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 (as defined below).

F2: Grant of deferred stock under the 2011 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").

F3: Represents the Market Price (as defined in the Plan) on the last trading day of 2011.

F4: 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 May 3,2014 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

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).