X0202 4 2005-12-30 0000871763 MANPOWER INC /WI/ MAN 0001187413 HUENEKE TERRY A MANPOWER INC. 5301 NORTH IRONWOOD ROAD MILWAUKEE WI 53217 1 0 0 0 Common Stock 2006-01-01 4 A 0 2516 46.50 A 12078 D Deferred Stock 2005-12-30 4 A 0 700.3226 43.5475 A Common Stock 700.3226 1758.4037 D Annual grant of restricted stock under the 2003 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 (the "Terms and Conditions") (Amended and Restated Effective January 1, 2006). The shares of restricted stock will vest in quarterly installments on the last day of each calendar quarter during 2006. Represents the Market Price (as defined in the Plan) on the last trading day of 2005. 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 within 30 days after the reporting person's termination of service as a director. Receipt of deferred stock under the 2003 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 (the "Terms and Conditions") in lieu of 50% of the Retainer (as defined in the Terms and Conditions) and dividends. Represents 688.9029 shares of deferred stock in lieu of 50% of the Retainer plus 11.4197 shares of deferred stock in lieu of dividends. Represents the Average Trading Price (as defined in the Terms and Conditions). Michael J. Van Handel (pursuant to Power of Attorney previously filed) 2006-01-04