MANPOWER INC. Compensation for Non-Employee Directors (Amended and Restated February 16, 2011)

·  

Annual cash retainer:  $75,000 per year

·  

Additional cash retainer for committee chairs:

-  

$15,000 per year for audit committee chair

-  

$15,000 per year for executive compensation and human resources committee chair

-  

$12,500 per year for nominating and governance committee chair

·  

Committee fees:  $2,000 per committee meeting attended in person ($1,000 per committee meeting attended telephonically)

·  

The annual cash retainer and additional cash retainer for committee chairs will be paid quarterly in arrears within two weeks following the last day of each calendar quarter, together with committee fees for each meeting held during the quarter.

·  

In lieu of the annual cash retainer and additional cash retainer for committee chairs (but not in lieu of the meeting fees), outside directors may elect to receive Deferred Stock under the Company’s 2003 Equity Incentive Plan (the “Plan”).  The election may cover 50%, 75% or 100% of the annual cash retainer payable to the director for the period covered by the election.

·  

The election must be made prior to the beginning of the election period to which the annual cash retainer relates.  The election period begins on January 1 of each year and ends on December 31 of that year or, if a director ceases to be a member of the Board of Directors during the year, the date of such cessation.  For new non-employee directors, the election period begins on the date of the director’s appointment to the Board of Directors and the election must be made within ten business days after the date of such appointment.  Any such election by a new director will only apply to the portion of the retainer earned after the election is made.  The grant of Deferred Stock pursuant to any such election will be effective on the first day following the end of the election period to which the elec tion applies.

·  

The number of shares of Deferred Stock granted to the director will be equal to the amount of the annual cash retainer to which the election applies, divided by the average of the closing prices of the stock on the last trading day of each full or partial calendar quarter included within the election period.

·  

Shares of common stock represented by such Deferred Stock held by a director will be distributed to the director on the earlier of the third anniversary of the date of grant or within 30 days after the date the director ceases to be a member of the Board of Directors.  However, the director will have the right to extend the deferral period by at least five years, and thereafter to extend any previously extended deferral period by at least five more years, provided in each case this election to extend is made at least twelve months before the last day of the then current deferral period.  Furthermore, in the event the shares would be distributed outside of a trading window under the Company’s securities trading policy, the Company may defer distribution of the shares until the beginning of the next trading window.

·  

In addition to the cash compensation (or elective Deferred Stock), non-employee directors each will receive an annual grant of Deferred Stock under the Plan.  The grant will be effective on the first day of each year, and the number of shares granted will equal $105,000 divided by the closing sale price of a share of the Company’s common stock on the last business day of the preceding year.  Such Deferred Stock will vest in equal quarterly installments on the last day of each calendar quarter during the year.

·  

Shares of common stock represented by vested Deferred Stock held by a director will be distributed to the director on the earlier of the third anniversary of the effective date of grant or within 30 days after the date the director ceases to be a member of the Board of Directors.  However, the director will have the right to extend the year deferral period by at least five years, and thereafter to extend any previously extended deferral period by at least five more years, provided in each case this election to extend is made at least twelve months before the last day of the then current deferral period.  Furthermore, in the event the shares would be distributed outside of a trading window under the Company’s securities trading policy, the Company may defer distribution of the shares until the beginning of the next trading win dow.

·  

Instead of receiving this grant of Deferred Stock, non-employee directors will have the right to elect to receive the same number of shares of Restricted Stock under the Plan.  Like the Deferred Stock, any such grant will be effective on the first day of the year and will vest in equal quarterly installments on the last day of each calendar quarter during the year.  Any such election will be effective only if made on or before December 31 of the preceding year.

·  

A new non-employee directors will receive a grant of Deferred Stock effective the date the director is appointed to the Board.  The grant will be for a number of shares of Deferred Stock equal to $105,000 prorated for the period beginning on the date of the director’s appointment and ending on December 31 of that year, divided by the closing sale price of a share of the Company’s common stock on the last trading day immediately prior to the effective date of grant.  Such Deferred Stock will vest in prorated installments on the last day of each calendar quarter occurring after the date of grant.  Instead of receiving this grant of Deferred Stock, the new non-employee director will have the right to elect to receive the same number of shares of Restricted Stock under the Plan, with a vesting schedule the sa me as the Deferred Stock the director would otherwise have received.  Any such election will be effective only if made within ten business days after the date of such appointment and will only apply to that portion of the shares earned in the first full calendar quarter after the election is made by the director and subsequent calendar quarters during the same year.  If such an election is made by a director, he or she will receive a grant of Deferred Stock for that portion of the shares earned between the date the director is appointed to the Board and the last day of the calendar quarter in which the election is made.

·  

Directors holding Deferred Stock will be granted an additional number of shares of Deferred Stock on the first day of each calendar year attributable to dividends paid by the Company during the prior year.  The number of shares of Deferred Stock granted will equal (i) the amount of dividends the director would have received during the prior calendar year if Deferred Stock held by the director had been outstanding common stock, (ii) divided by the average closing prices of the stock on the last trading day of each calendar quarter during the year (or shorter period for a director whose membership on the Board ceases during the year).

·  

The stock ownership guideline for non-employee directors is five times the annual retainer as in effect prior to the increase to $75,000 ($60,000, for a total of $300,000), divided by the closing price of the Company’s common stock on December 30, 2005 for directors who were members of the Board of Directors on that date or, in the case of a director who was not a member of the Board of Directors on that date, the closing price of the Company’s common stock on the last business of day of the month during which the director was or is first appointed to the Board of Directors.

·  

Non-employee directors have three years to attain this guideline from January 1, 2006, or for new non-employee directors from the date of the director’s appointment to the Board.

·  

For this purpose, ownership includes Deferred Stock and Restricted Stock but only to the extent vested, and does not include unexercised stock options.

·  

For the year 2011, the incremental amounts of annual grant, cash retainer and additional cash retainer for committee chairs resulting from the amendment and restatement of the Compensation for Non-Employee Directors Program effective on February 16, 2011 shall be prorated by multiplying the incremental amounts by a fraction the numerator of which is 319 (the number of days from and including February 16, 2011 through December 31, 2011) and the denominator of which is 365.