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(1)	To elect twelve individuals nominated by the Board of Directors of ManpowerGroup to serve until 2017 as directors;

(2)	To re-approve the material terms of the performance goals under the ManpowerGroup Inc. Corporate Senior Management Annual Incentive Pool Plan;

(3)	To re-approve the material terms of the performance goals under the 2011 Equity Incentive Plan of ManpowerGroup Inc.;

(4)	To ratify the appointment of Deloitte & Touche LLP as our independent auditors for 2016;

(5)	To hold an advisory vote on approval of the compensation of our named executive officers; and

(6)	To transact such other business as may properly come before the meeting.

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•	Amended and Restated Articles of Incorporation;

•	Amended and Restated Bylaws;

•	Corporate governance guidelines;

•	Code of business conduct and ethics;

•	Charter of the nominating and governance committee, including the guidelines for selecting board candidates;

•	Categorical standards for relationships deemed not to impair independence of non-employee directors;

•	Charter of the audit committee;

•	Policy on services provided by independent auditors;

•	Charter of the executive compensation and human resources committee;

•	Executive officer stock ownership guidelines;

•	Outside director stock ownership guidelines; and

•	Anti-corruption policy.

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(1)	Based on 72,188,282 shares of common stock outstanding as of the record date.

(2)

This information is based on a Schedule 13G filed on January 26, 2016, by BlackRock, Inc. on its behalf and on behalf of its following affiliates: BlackRock Advisors LLC, BlackRock Advisors (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Japan Co. Ltd., BlackRock Capital Management, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Life Limited, BlackRock Institutional Trust Company, N.A., BlackRock Investment Management, LLC, BlackRock Investment Management (Australia) Limited, BlackRock (Luxembourg) S.A., BlackRock (Netherlands) B.V., BlackRock International Limited, BlackRock Investment Management UK Ltd, BlackRock Fund Managers Limited, BlackRock (Singapore) Limited, BlackRock Asset Management North Asia Limited, BlackRock (Channel Islands) Ltd. and BlackRock Asset Management Schweiz AG. According to this Schedule 13G, these securities are owned of record by BlackRock, Inc. BlackRock, Inc. has sole voting power with respect to 5,992,379 shares held and sole dispositive power with respect to 6,781,702 shares held.

(3)

This information is based on a Schedule 13G filed on February 10, 2016. According to this Schedule 13G, these securities are owned by various individual and institutional investors for which Vanguard Group, Inc. (“Vanguard”) serves as investment advisor. Vanguard has sole voting power with respect to 72,547 shares held, shared voting power with respect to 7,600 shares held, sole dispositive power with respect to 5,119,367 shares held and shared dispositive power with respect to 77,592 shares held.

(4)

This information is based on a Schedule 13G filed on February 16, 2016, by Glenview Capital Management, LLC and Larry Robbins, Chief Executive Officer of Glenview Capital Mangement, LLC, on their behalf and on the behalf of the following affiliates of Glenview Capital Management: Glenview Capital Partners, L.P., Glenview Capital Master Fund, Ltd, Glenview Institutional Partners, L.P., Glenview Offshore Opportunity Master Fund, Ltd. and Glenview Capital Opportunity Fund, L.P. Glenview Capital Management has shared voting power and shared dispositive power with respect to 4,799,409 shares held,

(5)

This information is based on a Schedule 13G filed on February 10, 2016. According to this Schedule 13G, these securities are owned by various individual and institutional investors for which T. Rowe Price Associates, Inc. (“Price Associates”) serves as investment adviser. Price Associates has sole voting power with respect to 1,133,966 shares held and sole dispositive power with respect to 4,034,823 shares held. For the purposes of the reporting requirements of the Securities Exchange Act of 1934, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities.

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•	Ms. Boswell is Executive Vice President, General Manager U.K. & Ireland at Unilever, which has engaged ManpowerGroup to provide services to the company.

•	Mr. Downe is the President and Chief Executive Officer of BMO Financial Group, and one of its subsidiaries, BMO Harris Bank, is a party to the syndicate of banks in ManpowerGroup’s $600 million revolving credit facility, which was entered into in the ordinary course of business. In addition, BMO Financial Group has engaged ManpowerGroup to provide services to the company.

•	Ms. Hemingway Hall is the former President and Chief Executive Officer of Health Care Service Corporation, which has engaged ManpowerGroup to provide services to the company.

•	Mr. Mendoza is a director of the Western Union Company, a public company, which has engaged ManpowerGroup to provide services to the company.

•	Mr. Read is the former President and Chief Operating Officer of Ingram Micro Inc. which has engaged ManpowerGroup to provide services to the company.

•	Mr. Zore and Mr. Payne are trustees of Northwestern Mutual. Northwestern Mutual and certain of its affiliates have engaged ManpowerGroup to provide services to the company.

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•	appointing the independent auditors for the annual audit and approving the fee arrangements with the independent auditors;

•	monitoring the independence, qualifications and performance of the independent auditors;

•	reviewing the planned scope of the annual audit;

•	reviewing the financial statements to be included in our quarterly reports on Form 10-Q and our annual report on Form 10-K, and our disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

•	reviewing compliance with and reporting under Section 404 of the Sarbanes-Oxley Act of 2002;

•	reviewing our financial reporting processes and internal controls and any significant audit adjustments proposed by the independent auditors;

•	making a recommendation to the board of directors regarding inclusion of the audited financial statements in our annual report on Form 10-K;

•	reviewing recommendations, if any, by the independent auditors resulting from the audit to ensure that appropriate actions are taken by management;

•	reviewing matters of disagreement, if any, between management and the independent auditors;

•	periodically reviewing our Policy Regarding the Retention of Former Employees of Independent Auditors;

•	overseeing compliance with our Policy on Services Provided by Independent Auditors;

•	meeting privately on a periodic basis with the independent auditors, internal audit staff and management to review the adequacy of our internal controls;

•	monitoring our internal audit department, including our internal audit plan;

•	monitoring our policies and procedures regarding compliance with the Foreign Corrupt Practices Act and compliance by our employees with our code of business conduct and ethics;

•	assisting the board of directors with its oversight of the performance of the Company’s risk management function;

•	reviewing current tax matters affecting us;

•	periodically discussing with management our risk management framework;

•	monitoring any litigation involving ManpowerGroup, which may have a material financial impact on ManpowerGroup or relate to matters entrusted to the audit committee; and

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•	approving the retention, compensation and termination of outside legal, accounting and other such advisors to the committee.

•	establishing the compensation of the chief executive officer of ManpowerGroup, subject to ratification by the board of directors;

•	approving the compensation, based on the recommendations of the chief executive officer of ManpowerGroup, of any president and the chief financial officer, and certain other senior executives of ManpowerGroup;

•	determining the terms of any agreements concerning employment, compensation or employment termination, as well as monitoring the application of ManpowerGroup’s retirement and other fringe benefit plans, with respect to the individuals listed above;

•	monitoring the development of ManpowerGroup’s key executive officers;

•	administering ManpowerGroup’s equity incentive plans and employee stock purchase plans and overseeing ManpowerGroup’s employee retirement and welfare plans;

•	administering ManpowerGroup’s corporate senior management annual incentive pool plan;

•	reviewing and recommending the compensation discussion and analysis to be included in our annual proxy statement;

•	developing and implementing policies regarding the recoupment or "clawback" of excess compensation paid to executive officers of the Company;

•	acting as the compensation committee of outside directors under Section 162(m) of the Internal Revenue Code;

•	approving the retention, compensation and termination of outside compensation consultants, independent legal advisors or other advisors and having oversight of their work; and

•	considering the independence of any outside compensation consultant, independent legal advisor or other advisor to the committee.

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•	recommend nominees to stand for election at annual meetings of shareholders, to fill vacancies on the board of directors and to serve on committees of the board of directors;

•	establish procedures and assist in identifying candidates for board membership;

•	review the qualifications of candidates for board membership, including any candidates nominated by shareholders in accordance with our bylaws;

•	periodically review the compensation arrangements in effect for the non-management members of the board of directors and recommend any changes deemed appropriate;

•	coordinate the annual self-evaluation of the performance of the board of directors and each of its committees and oversee, or ensure another committee oversees, the annual evaluation of the performance of management;

•	establish and review, for recommendation to the board of directors, guidelines and policies on the size and composition of the board, the structure, composition and functions of the board committees, and other significant corporate governance principles and procedures;

•	oversee the content and format of our code of business conduct and ethics;

•	monitor compliance by the non-management directors with our code of business conduct and ethics;

•	develop and periodically review succession plans for the directors;

•	periodically review the corporate governance guidelines and recommend any changes as deemed appropriate;

•	review and recommend categorical standards for determining non-management director independence consistent with the rules of the New York Stock Exchange and other requirements; and

•	approve the retention, compensation and termination of any outside independent advisors to the committee.

•	a variety of experience and backgrounds

•	a core of business executives having substantial senior management and financial experience

•	individuals who will represent the best interests of the shareholders as a whole rather than special interest constituencies

•	the independence of at least a majority of the directors

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•	individuals who represent a diversity of gender, race and age

•	previous board experience

•	active or former CEO/COO/Chairperson

•	human resources experience

•	accounting or financial oversight experience

•	international business experience

•	sales experience

•	marketing and branding experience

•	operations experience

•	corporate governance experience

•	government relations experience

•	technology experience

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•	Preside at executive sessions of the non-employee directors and all other meetings of directors where the chairman of the board is not present;

•	Serve as liaison between the chairman of the board and the non-employee directors;

•	Approve what information is sent to the board;

•	Approve the meeting agendas for the board;

•	Approve meeting schedules to assure that there is sufficient time for discussion on all agenda items;

•	Have the authority to call meetings of the non-employee directors; and

•	If requested by major shareholders, ensure that he or she is available for consultation and direct communication.

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•	Periodically reviewing and discussing with management the Company’s risk management framework, including policies, practices and procedures regarding risk assessment and management;

•	Periodically receiving, reviewing and discussing with management reports on selected risk topics as the committee or management deems appropriate from time to time; and

•	Periodically reporting to the board of directors on its activities in this oversight role.

•	Evaluate the competitiveness of our total executive compensation and benefits program for the senior executives, including base salary, annual incentive, total cash compensation, long-term incentive awards, total direct compensation, retirement benefits and total remuneration against the market;

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•	Assess how well the compensation and benefits programs are aligned with the committee’s stated philosophy to align pay with performance, including analyzing our performance against comparator companies;

•	Review and recommend the companies used in our comparator group and our industry peer group;

•	Provide advice and assistance to the committee on the levels of total compensation and the principal elements of compensation for our senior executives;

•	Advise the executive compensation and human resources committee on salary, target incentive opportunities and equity grants;

•	Brief the committee on trends in executive compensation and benefits among large public companies and on regulatory, legislative and other developments; and

•	Assist in reviewing the Compensation Discussion and Analysis and other executive compensation disclosures to be included in this proxy statement.

•	The committee has the authority to retain and dismiss Mercer at any time;

•	Mercer reports directly to the committee and has direct access to the committee through the chair;

•

Mercer does not consult with or otherwise interact with our executives except to discuss our business and compensation strategies and culture, obtain compensation and benefits data along with financial projections and operational data, consult about the nature and scope of the various executive jobs for benchmarking purposes, confirm factual and data analysis to ensure accuracy, and consult with the chief executive officer about the compensation of the other executives of ManpowerGroup;

•	Mercer’s main contacts with management are the chief financial officer and executive vice president, global strategy and talent;

•	Mercer’s written reports may be distributed to committee members as part of the committee meeting mailings, except any findings and recommendation regarding the chief executive officer and during 2015, the executive chairman, are sent in a separate document directly to committee members;

•	Each engagement of Mercer by the committee is documented in an engagement letter that includes a description of the agreed upon services, fees and other matters considered appropriate; and

•	Prior to a Mercer consultant performing any services, whether related to compensation or other consulting services, for ManpowerGroup in addition to those performed for the committee, the consultant must inform the committee chair and obtain approval.

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•	The consultant receives no incentive or other compensation based on the fees charged to us for other services provided by Mercer or any of its affiliates;

•	The consultant is not responsible for selling other Mercer or affiliate services to us;

•	Mercer’s professional standards prohibit the individual consultant from considering any other relationships Mercer or any of its affiliates may have with us in rendering his or her advice and recommendations; and

•	The committee evaluates the quality and objectivity of the services provided by the consultant each year and determines whether to continue to retain the consultant.

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*	Less than 1% of outstanding shares.

(1)	Except as indicated below, all shares shown in this column are owned with sole voting and dispositive power. Amounts shown in the Right to Acquire Common Stock column are also included in the Common Stock Beneficially Owned column.

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(2)	Common stock that may be acquired within 60 days of the record date through the exercise of stock options and the settlement of restricted stock units.

(3)	Includes the following number of shares of unvested restricted stock as of the record date:

(4)	Includes 300 shares held by Mr. Joerres’s spouse.

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•	The employees eligible to be a participant under the Pool Plan;

•	The eligible performance measures under the Pool Plan and descriptions of each found in the Pool Plan; and

•	The maximum bonus amount payable to any participant under the Pool Plan for any performance period of $5,000,000.

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•	The employees eligible to receive certain awards under the 2011 Equity Incentive Plan;

•	The eligible “performance goals” under the 2011 Equity Incentive Plan and the descriptions of each found in the 2011 Equity Incentive Plan; and

•	The individual award limits applicable to participants under the 2011 Equity Incentive Plan.

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•	Jonas Prising —Chief Executive Officer. Mr. Prising additionally became Chairman of the Company on December 31, 2015.

•	Michael J. Van Handel — Executive Vice President and CFO (1)

•	Darryl Green — President and Chief Operating Officer

•	Ram Chandrashekar — Executive Vice President, Operational Excellence and IT, and President, Asia Pacific Middle East

•	Mara E. Swan — Executive Vice President, Global Strategy and Talent

•	Jeffrey A. Joerres — Executive Chairman until his retirement from the Company on December 30, 2015

(1)	Effective February 15, 2016, Mr. Van Handel retired as Executive Vice President and CFO and was appointed Senior Executive Vice President.  On that same day, John T. McGinnis became the new Executive Vice President and CFO.  The information in this proxy statement reflects that Mr. Van Handel held the title of CFO during 2015.

•	Diluted Earnings Per Share (“EPS”) (1) in constant currency was $6.21, an increase from $5.30 in 2014

•	Return on Invested Capital (“ROIC”) (1) in constant currency was 15.7%, an increase from 14.6% in 2014

•	Operating Profit Margin Percent (“OPMP”) (1) was 3.65%, an increase from 3.46% in 2014

(1)

EPS, ROIC and OPMP have been calculated for 2015 and 2014 in accordance with our compensation plans. See page 48 for an explanation of the calculations of each of these metrics. For 2015, the Committee exercised negative discretion, and utilized a lower EPS figure of $6.08, rather than $6.21, in calculating annual incentive compensation. This adjustment excluded from the EPS calculation the benefit of significant share repurchases the company completed in 2015, except to the extent necessary to offset dilution resulting from shares issued under equity plans. As reported, EPS and ROIC were $5.40 and 13.6%, respectively.

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•	Earnings Per Share.    Focuses our NEOs on producing financial results that align with the interests of our shareholders. We believe this metric is a critical measure of executive performance.

•	Return on Invested Capital.    Even though we operate in the services industry, our business is capital intensive. We must pay our associates and consultants before we typically bill and collect from our clients. Our “ROIC” metric measures how efficiently and quickly we are converting our services into cash.

•	Operating Profit Margin Percent.    Measures how efficiently our NEOs have deployed our operating resources to generate a profit. We believe using this metric drives a long-term focus on achieving sustainable profits.

•	We tie pay to performance, including the use of performance share units. The majority of executive pay is variable.

•	We use double triggers in our severance agreements and our equity awards.

•	We maintain significant stock ownership guidelines for our NEOs.

•	The Committee engages an independent compensation consultant that works solely in support of the Committee.

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•	We listen to our shareholders. In addition to an annual “say-on-pay” advisory vote, we regularly reach out to leading shareholders and their advisory firms to discuss our governance and executive compensation. In 2015, we met with many of our largest shareholders to review these topics and ensure our programs are well-understood and consistent with their expectations.

•	We adjust our programs based on shareholder input. For example, in the past, we received comments that the performance period we utilized in our performance share unit program was too short. Based on that feedback, beginning in 2014, the Committee moved the performance period for our performance share units to a 3-year, rather than a 1-year, measurement period.

•

We do not reward our NEOs on Total Shareholder Return (“TSR”) as a performance metric. In our experience, our stock price can rise or fall quickly, often in advance of perceived changes in the global business climate. These fluctuations are often de-coupled from the fundamentals of our business. We believe other performance metrics are more effective at incenting executive performance, and we do not make use of TSR. Instead, our Committee sets meaningful targets each year for our three key metrics.

•	We do not provide tax gross up payments for any amounts considered excess parachute payments.

•	We do not pay dividends on performance share units.

•	We do not permit the repricing of stock options without prior shareholder approval, except in connection with a transaction.

•	We do not permit executives to engage in short-selling of ManpowerGroup securities or trading in puts and calls on ManpowerGroup securities.

•	We do not permit our NEOs to pledge shares of our common stock.

•	We do not provide excessive perquisites to our NEOs.

•	Use ROIC as a key performance metric:   We replaced Economic Profit with ROIC to more clearly measure how effectively we are using our capital.

•	Return to 3-year performance period for performance share units:    We returned to a 3-year performance period for performance share units to better align the interests of executive officers with long-term shareholder value.

•	Further Expanded Use of Performance-Based Equity:    We modified our long-term incentive program to increase our use of performance share units to represent over 60% of long-term equity grants to all of our NEOs.

•	Elimination of classified board:    We eliminated our classified board structure and hold annual elections of directors.

•	Strengthened role of lead director:    We eliminated a practice in which we rotated our lead director annually. Today, our board appoints a lead director with the intent that the individual will serve for at least three years. The roles and responsibilities of the lead director have been clarified, and the lead director receives additional compensation for serving in this role.

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Adoption of clawback policy:    Even though the SEC has not adopted final rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act regarding clawback requirements, we believe it is an important feature of an executive compensation program. Under our clawback policy, if the Committee determines an employee engaged in intentional misconduct that causes a financial restatement, it may revoke any outstanding awards, including cash incentives or equity awards, that were received as a result of the misconduct.

•	Tightened Stock Ownership Guidelines:    Senior executives who have not met their individual ownership requirement must hold 50% of any of the shares they receive from an exercise or vesting of awards until the requirement is satisfied.

•

Approximately 60% of long-term awards were performance share units. Similar to 2014, these performance share units use a three-year performance period. They are calibrated to Operating Profit Margin Percent, which the Committee believes correctly focuses executive officers on long-term profitability. Following completion of the 2015-2017 performance period, the Committee will compare Operating Profit Margin Percent performance against target levels.

•	Approximately 20% of long-term awards were stock options that vest over a four year period.

•	Approximately 20% of long-term awards were restricted stock units that cliff vest in full after three years.

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•

Pay for results:    We tie a significant portion of compensation to the achievement of Company and business unit goals as well as to recognize individual accomplishments that contribute to ManpowerGroup’s success. For example, in 2015, approximately 60% of the CEO’s and 57% of the CFO’s target compensation, respectively, (and approximately 57% for the other NEOs) was tied to short- and long-term financial performance goals.

•

Not pay for failure:    We set threshold goals for each performance-based incentive element of our executive compensation program. The Committee believes these threshold goals are the lowest acceptable levels at which it is appropriate for the NEOs to receive an award. If the threshold level is not met, NEOs do not receive a payout related to that performance measure. In 2015, all of the executives met at least the threshold level for each performance-based incentive element.

•

Align with shareholder interests:    The Committee sets performance goals and chooses compensation elements that closely align executives’ interests with those of shareholders. For example, performance share units, which make up approximately 40% of target compensation for both the CEO and CFO, respectively, are tied to operating profit margin, an incentive correlated with shareholder value because the higher the profit margin, the more valuable the Company becomes. Stock options and restricted stock units are directly aligned with shareholders’ economic interests as the ultimate value the NEOs realize is dependent upon the value of our stock. In addition, a substantial portion of the annual cash incentive awards paid to our CEO and CFO are based on achievement of EPS and ROIC goals for the year.

•	Pay competitively:    In order for ManpowerGroup to be successful, we need senior executives who have the capability and experience to operate in a global and complex environment. The Committee

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•	Balance cash and equity:    We balance the mix of cash and equity compensation to align compensation to both long- and short-term results of the Company.

•	Use internal and external performance reference points:    We evaluate the elements of our compensation program against appropriate comparator company practices as well as other executives within the Company with the same responsibilities and experience. However, identifying our competitive market is a challenge. See page 43 for further information regarding our competitive market.

•	Recognize the cyclical nature of our business:    Our business is highly cyclical and our financial results are impacted by global economic cycles, which are difficult to predict. In determining executive compensation, the Committee tries to strike an appropriate balance between fixed and variable pay, and to create meaningful incentives at all points in an economic cycle.

•	Attract and retain executives:    The Company structures its compensation program for the NEOs so that the overall target outcome generally falls within the median of the competitive market. The Committee believes this is the appropriate level to provide in order to attract and retain executives with the experience and capabilities we need.

•

Assure total compensation is affordable:    Our NEOs’ compensation is variable year-over-year, which means compensation is higher when financial objectives are achieved and incremental compensation is more affordable for the Company and compensation is lower when financial results decline and it is less affordable for the Company. In addition, payouts under the annual cash incentive plan and the performance share units are capped at the outstanding performance levels, which make the maximum cost predictable and ensures affordability.

•	Clearly communicate plans so that they are understood:    We clearly communicate to each NEO their specific goals, targets and objectives under the various elements of the compensation program to ensure our executives are focused on achieving the financial and operational results that the Committee believes will best promote shareholder value.

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Annual Incentive Award:    Performance goal ranges for our cash-based annual incentive award were established for Mr. Prising, Mr. Van Handel, Mr. Green, Ms. Swan and Mr. Joerres for the performance metrics EPS and ROIC. For Mr. Chandrashekar, performance ranges were established for EPS, ROIC and AOUP, since his responsibilities included an operating unit. Award opportunities are established for achievement at threshold, target and outstanding levels. Payouts are generally based on actual performance on these metrics as well as the individual operating objectives for each NEO. However, NEOs who are subject to the Pool Plan cannot receive more than their allocable

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•	Long-Term Incentive Awards:

•

Performance Share Units — Approximately 60% of the NEOs’ long-term awards for 2015 were made in the form of performance share units, except for Mr. Joerres where performance share units represented 70% of his long-term awards. As stated earlier, the NEOs receive a certain number of shares of stock at the end of a specified period based on achievement measured against pre-established performance goals for that period, typically operating profit margin percent. Similar to 2014, the Committee used a three-year performance period (2015-2017) for performance share unit awards. Award opportunities are established for achievement at threshold, target and outstanding levels. The Committee believes using operating profit margin percent is appropriate because it is a driver of shareholder value.

•

Stock Options — Approximately 20% of the NEOs’ long-term awards are made in the form of stock options, except for Mr. Joerres who did not receive a stock option grant in 2015. The Committee believes stock options provide an important overall longer term incentive for the NEOs to try to maximize value of ManpowerGroup’s stock. Because stock options are granted at a specific value on the date of grant, the ultimate compensation realized will depend on the stock price at the time of exercise.

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(1)	The value of equity awards in this table represents the grant date fair value of the equity awards at the target levels granted in 2015, as computed in accordance with FASB ASC Topic 718.

(2)	Includes annual incentive, stock options, performance share units and restricted stock units.

(3)	Includes annual incentive, stock options and performance share units.

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(1)	In 2015, Mr. Chandrashekar was based in Asia, and international survey data was also used as a secondary source in setting his compensation. Such international data is not included in the composite reflected in this table.

(2)	Compensation for Ms. Swan, who is a global functional leader, was compared against U.S. compensation survey data recommended by Mercer, but not against the subset of S&P 500 companies.

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•	EPS — net earnings per share — diluted, including net earnings from continuing and discontinued operations, but excluding the impact of currency, any cumulative effects of changes in accounting principles, extraordinary items or goodwill impairment.

•	ROIC — consolidated net operating profit after taxes divided by average capital. Net operating profit equals earnings before income taxes plus interest expense and goodwill impairment minus taxes, excluding the impact of currency. Average capital is the average monthly ending balance of capital employed plus or minus adjustments.

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•	AOUP — Operating unit profit less a cost of net capital.

•	Operating unit profit is equal to revenues less direct costs and branch and national headquarters operating costs translated into U.S. Dollars in constant currency.

•	Cost of net capital is average net capital multiplied by 12%. Average net capital equals trade accounts receivable less allowance for doubtful accounts and other miscellaneous adjustments, calculated based on the average of the monthly ending balances, translated in U.S. Dollars using the same exchange rates as used for operating unit profit.

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•	Meet/exceed growth rate of gross profit of certain competitors

•	Make progress towards strategic plans within each of the brands

•	Develop a strong team and a robust and diverse talent pipeline, including succession planning for key leadership

•	Drive continuing transformation of IT operating model and platform to enhance governance and accelerate business performance

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•	Meet/exceed growth rate of gross profit of certain competitors

•	Develop diverse leadership that strengthens our capabilities

•	Work with other senior executives to ensure we increase profits, while balancing investments with growth

•	Work with CEO to enhance investor relationships

•	Meet/exceed growth rate of gross profit of certain competitors

•	Develop diverse leadership that strengthens our capabilities

•	Accelerate Experis performance in certain skill verticals

•	Provide operational and strategic insight that aligns with, and supports, the CEO’s objectives

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•	Meet/exceed growth rate of gross profit of certain competitors

•	Develop diverse leadership that strengthens our capabilities

•	Drive continuing transformation of IT operating model and platform to enhance governance and accelerate business performance

•	Promote operational excellence by enhancing internal reporting, analytics, and focus on execution

(1)	Mr. Chandrashekar’s target award and actual award received have been translated at an exchange rate of 0.789017 (in U.S. Dollars), which was the exchange rate on February 11, 2014, the date Mr.  Chandrashekar was promoted to Executive Vice President, Operational Excellence and IT and President, Asia Pacific Middle East.

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•	Meet/exceed growth rate of gross profit of certain competitors

•	Develop diverse leadership that strengthens our capabilities

•	Accelerate performance in certain brands by developing a strategic direction that positions the brand for market leadership

•	Define future desired state and evolution of the client value chain

•	Continue to ensure a smooth CEO transition and collaborate with the CEO on key initiatives

•	Provide insights on future organizational needs and market changes

•	Develop solutions opportunities within the Company's global clients

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•	Stock Options. We use the “intrinsic value” of the stock options granted to Mr. Prising in February 2015, meaning the spread between the grant price and the price of the underlying stock at year end.

•	Restricted Stock Units. We use the year-end value of the restricted stock units awarded to Mr. Prising in February 2015.

•	Performance Share Units. We calculate performance share units using the target performance shares granted in 2015 and value these shares using the year-end stock price on December 31, 2015.

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•	In general, each of our incentive plans has a threshold, target and outstanding payout level, which is not material to the Company, that is earned based on the results of the financial metrics.

•	The annual incentive and PSU awards are capped at a maximum level such that employees cannot receive a bonus that is significant enough to create a significant risk to the Company.

•	We have multiple financial metrics under the annual incentive which focus on company-wide and segment-wide goals and objectives, and the results of those metrics are reviewed and approved at multiple levels in the Company.

•	Each of the NEOs is subject to stock ownership guidelines.

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•	We have adopted a clawback policy.

•	We do not permit executives to engage in short-selling of ManpowerGroup securities or trading in puts and calls on ManpowerGroup securities.

•	We do not permit our NEOs to pledge shares of our common stock.

•	There is an approval process of the various incentive plans in each country, which are approved by the country manager and financial manager in the respective country to ensure the growth metrics are based on company performance.

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(1)

The value of stock awards in this table for all years includes the grant date fair value (calculated at the target level) for performance share units and restricted stock units (including career shares) as computed in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718, "Stock Compensation." See page 64 for the breakout in the grant date fair value of performance share units and restricted stock units.

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(2)	The value of options in this table represents the grant date fair value of the stock options as computed in accordance with FASB ASC Topic 718.

(3)	Although the amount of benefits for each executive officer under the U.S. pension plans was frozen in 2000, the change in actuarial value is due to the change in actuarial assumptions from year to year, as calculated under the rules governing financial reporting for U.S. pension plans.

(4)	These amounts are described in further detail in the All Other Compensation in 2015 Table.

(5)	Mr. Prising was CEO for all of 2015 and additionally became Chairman on December 31, 2015.

(6)

Mr. Chandrashekar’s annual salary is 719,927 Singapore Dollars ("SGD"). Mr. Chandrashekar’s salary and incentive payment are paid in SGD. His salary has been translated at an exchange rate of 0.789017 (in U.S. Dollars), which was the exchange rate on February 11, 2014, the date Mr. Chandrashekar was promoted to Executive Vice President, Operational Excellence & IT and President, Asia Pacific Middle East. The amount of all other compensation has been translated at an exchange rate of 0.70490 (in U.S. Dollars), the rate in effect on December 31, 2015. Based on the exchange rate of 0.70490 (in U.S. Dollars), as of December 31, 2015, Mr. Chandrashekar’s salary was $507,477 and incentive compensation was $409,534.

(7)	Mr. Joerres's salary was $1,000,000 until February 10, 2015, when his salary was decreased to $900,000, which continued until his retirement as Executive Chairman on December 30, 2015.

(1)	Except as otherwise indicated, these amounts include the value attributable to each executive’s participation in ManpowerGroup’s company car program, auto insurance, life insurance premiums paid and/or the value of financial services paid for by ManpowerGroup.

(2)	Due to the complex nature of calculating these tax reimbursements, in certain cases the amounts are paid to the executive officers one or more years after the income to which they relate was earned by the executive officer.

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(3)

These contributions were made by ManpowerGroup on behalf of the executive officers under the terms of the Nonqualified Savings Plan, other than Mr. Chandrashekar. For Mr. Chandrashekar, the amount represents our contributions to the Central Provident Fund of Singapore (CPF). Further information regarding the Nonqualified Savings Plan can be found in the Nonqualified Deferred Compensation Table and accompanying narrative.

(4)	$25,806 of this amount reflects the lease and maintenance payments associated with Mr. Green's automobile.

(5)

In addition to the amounts described above in footnote (1), this amount reflects tax preparation services, $27,447 for a car service for a portion of the year as well as the lease and maintenance payments associated with Mr. Chandrashekar's car and $46,939 for round-trip airfare from Asia to the US for members of Mr. Chandrashekar's family. These items have been translated at an exchange rate for SGD of .70490 (in U.S. Dollars) which was the exchange rate in effect on December 31, 2015. These benefits are paid to Mr. Chandrashekar in connection with his assignment to Singapore.

(6)	Mr. Chandrashekar is entitled to tax payments for compensation he received in 2013-2015 in connection with the time spent in the United States as part of his roles and responsibilities. Due to a delay in the timing of the completion of Mr. Chandrashekar's tax returns, no tax payments were made in 2015 for compensation during this period.

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(1)

These amounts represent the threshold, target, and maximum annual cash incentive awards for the NEOs using the scorecard approach the Committee used in exercising negative discretion under the Pool Plan. Prior to any exercise of negative discretion, the maximum amount payable to the NEOs under the Pool Plan is the lesser of a shareholder approved maximum of $5.0 million or a percentage of the award pool, which varies by executive officer. See page 47 for the pool allocation for each executive officer.

(2)	These amounts represent the number of performance share units that could be earned related to the performance share units granted in 2015 under the 2011 Equity Incentive Plan.

(3)	Amounts represent the number of restricted stock units granted in 2015 under the 2011 Equity Incentive Plan.

(4)	These amounts represent the number of shares underlying stock options that were granted in 2015 under the 2011 Equity Incentive Plan.

(5)	The grant date fair value of stock and option awards granted in 2015 that are reported in this column have been computed in accordance with FASB ASC Topic 718.

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(1)	Mr. Chandrashekar’s incentive is paid in SGD and has been translated above at an exchange rate of 0.789017 (in U.S. Dollars), which was the exchange rate on February 11, 2014, the date Mr. Chandrashekar was promoted to Executive Vice President, Operational Excellence & IT and President, Asia Pacific Middle East.

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(1)	Represents outstanding grants of restricted stock, restricted stock units, career shares or earned but unvested performance share units.

(2)	Value based on the closing price of $84.29 on December 31, 2015.

(3)	Represents outstanding grants of performance share units, measured at target levels, except as otherwise provided herein.

(4)	The remaining unvested options vested on February 15, 2016.

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(5)	50% of the remaining unvested options vested on February 13, 2016 and the remaining unvested options are scheduled to vest on February 13, 2017.

(6)	33% of the remaining unvested options vested on February 11, 2016, and 33% of the remaining unvested options are scheduled to vest on each of February 11, 2017 and 2018.

(7)	33% of the unvested options are scheduled to vest on each of May 1, 2016, 2017 and 2018.

(8)	25% of the unvested options vested on February 10, 2016 and 25% of the remaining unvested options are scheduled to vest on each of February 10, 2017, 2018, and 2019.

(9)	These restricted stock units vested on February 13, 2016.

(10)	These career shares vested on February 16, 2016.

(11)	Restricted stock units scheduled to vest on February 11, 2017.

(12)	Restricted stock units scheduled to vest on February 13, 2018.

(13)	Restricted stock units scheduled to vest on May 1, 2017.

(14)	Career shares scheduled to vest on February 11, 2018.

(15)	Restricted stock units scheduled to vest on February 10, 2018.

(16)	Career shares scheduled to vest on February 13, 2018.

(17)	Performance shares, reported at the outstanding level, scheduled to vest in February 2017 if the committee certifies that the performance targets are achieved as of December 31, 2016.

(18)	The Committee certified that the performance target was achieved as of December 31, 2015. These shares will be payable on July 1, 2016.

(19)	Performance shares, reported at the outstanding level, scheduled to vest in February 2018 if the committee certifies that the performance targets are achieved as of December 31, 2017.

(20)	These options fully vested upon Mr. Joerres's retirement on December 30, 2015.

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(1)	Includes vesting of RSUs and PSUs as follows:

(2)	Of the total stock awards vested for Mr. Joerres, 65,932 RSUs and 46,623 PSUs vested upon his retirement on December 30, 2015. In accordance with Section 409A of the Internal Revenue Code, these will not be distributed to Mr. Joerres until July 1, 2016.

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(1)

For Mr. Van Handel, present value has been calculated as of December 31, 2015 assuming a 4.24% discount rate and retirement occurring at age 65, as well as applying the RP-2006 Mortality Table with the MP-2015 Projection Scale, as required for plan financial reporting purposes. For Mr. Joerres, present value has been calculated as of December 31, 2015 assuming a 4.24% discount rate and retirement occurring at his actual retirement age of 56, as well as applying the RP-2006 Mortality Table with the MP-2015 Projection Scale, as required for plan financial reporting purposes.

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(1)

These amounts reflect contributions made by the executive officers from their 2015 salary, which amounts were also included in the salary column for each executive officer in the Summary Compensation Table. Of the amounts disclosed in this column for the Nonqualified Savings Plan, the following contributions are attributable to a portion of the 2014 annual incentive, which was disclosed in the 2014 Summary Compensation Table: Mr. Prising — $39,846; Mr. Van Handel — $43,908, Ms. Swan — $39,218; and Mr. Joerres — $40,977.

(2)

Of the amounts disclosed in this column for the Nonqualified Savings Plan, the following amounts were previously reported in the Summary Compensation Table in either 2015 or prior to 2015: Mr. Prising — $1,112,449; Mr. Van Handel — $1,331,511; Mr. Green — $19,735; Ms. Swan — $233,714; and Mr. Joerres — $2,940,031. The difference between the amounts disclosed in this footnote and the amounts disclosed in the above column for the Nonqualified Savings Plan reflect earnings (and losses) on the contributions, any salary or bonus deferrals by the executive prior to becoming an NEO, and any company contributions prior to the executive becoming an NEO. Of the amounts disclosed in this column for the Performance-Based Deferred Compensation Plan, the following amounts were previously reported in the Summary Compensation Table in either 2004 or 2005: Mr. Joerres — $873,190; and Mr. Van Handel — $457,638. The difference between the amounts disclosed in this footnote and the amounts disclosed in the above column for the Performance-Based Deferred Compensation Plan reflect earnings on the contributions.

(3)	Mr. Joerres elected to receive a lump-sum payment of his performance-based deferred compensation balance. In accordance with Section 409A of the Internal Revenue Code, payment to Mr. Joerres is subject to a 6-month delay and will be distributed in July, 2016.

(4)

These amounts reflect the value of restricted stock units and performance share units from the 2011 Equity Incentive Plan of ManpowerGroup Inc. that vested upon Mr. Joerres's retirement on December 30, 2015. The difference between the value disclosed in the Aggregate Balance at December 31, 2015 column and what was previously reported in the Summary Compensation Table is the change in value between the grant date of the shares and December 31, 2015, dividend equivalents earned on the restricted stock units and the ultimate payout level of the performance share units. Similar to his

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(1)	The term of Mr. Prising’s severance agreement expires on May 1, 2017.

(2)	The “double trigger” column calculates the amounts earned upon an involuntary termination (other than for cause) or a voluntary termination for good reason that occurs during a protected period (generally, six months prior to a change of control) or within the two-year period following a change of control.

(3)	The amount of the severance payment under Mr. Prising’s severance agreement is equal to his annual base salary at the highest rate in effect during the terms of the agreement (here, $1,100,000) and his target bonus for the year of the termination (here, $1,650,000). In a double-trigger scenario, the amount of his severance payment is multiplied by three.

(4)

In the case of his involuntary termination (other than for cause) or voluntary termination for good reason, the amount of the prorated incentive payable to Mr. Prising under his severance agreement is based on the actual incentive earned for 2015 for the financial objectives and the target amount for the operating objectives. In the event of death, disability, or certain terminations following a change of control, the prorated incentive is based on the target incentive for the year of termination. No proration has been applied here as this table illustrates the effect of such a termination on December 31, 2015, immediately before the incentive was earned, so as not to understate the potential value of the benefit upon the applicable termination of employment. Note that an incentive amount has also been reported as 2015 compensation for Mr. Prising in the Summary Compensation Table, as well as in the Grants of Plan-Based Awards Table.

(5)	The value of stock options is illustrated here by measuring the difference between the closing stock price on December 31, 2015 ($84.29) and the exercise price of each unvested stock option held by Mr. Prising on such date.

(6)

The value of performance share units is illustrated here by measuring the value of the number of shares payable under outstanding awards (2013, 2014 and 2015 grants) using the closing stock price on December 31, 2015 ($84.29). In the case of a change of control, the payout is shown based on the number of shares earned based on actual performance in 2013 and assuming the Committee will determine the amount of shares earned relating to the 2014 and 2015 awards will equal the target award. In the case of a death or disability, the payout is shown based on the number of shares earned based on actual performance in 2013 and the target awards for 2014 and 2015. Although 50 percent of the performance share units for the 2013 grant vested on December 31, 2015, the values shown in the table above were calculated to illustrate the value of vesting in the event of an applicable termination occurring on December 31, 2015, immediately before vesting, and includes the performance shares that vested on that date so as not to understate the potential value of an acceleration upon the applicable termination of employment.

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(7)	The value of any unvested restricted stock and restricted stock units is illustrated here by measuring the value of the number of shares payable under unvested awards using the closing stock price on December 31, 2015 ($84.29).

(1)	The term of Mr. Van Handel’s severance agreement expires on February 20, 2017.

(2)	The “double trigger” column calculates the amounts earned upon an involuntary termination (other than for cause) or a voluntary termination for good reason that occurs during a protected period (generally, six months prior to a change of control) or within the two-year period following a change of control.

(3)	The amount of the severance payment under Mr. Van Handel’s severance agreement is equal to his annual base salary at the highest rate in effect during the term of the agreement (here, $660,000) and his target incentive (here, $660,000). In a double-trigger scenario, the amount of his severance payment is multiplied by three.

(4)

In the case of his involuntary termination (other than for cause) or voluntary termination for good reason, the amount of the prorated incentive payable to Mr. Van Handel under his severance agreement is based on the actual incentive earned for 2015 for the financial objectives and the target amount for the operating objectives. In the event of death, disability, or certain terminations following a change of control, the prorated incentive is based on the target incentive for the year of termination. No proration has been applied here as this table illustrates the effect of such a termination on December 31, 2015, immediately before the incentive was earned, so as not to understate the potential value of the benefit upon the applicable termination of employment. Note that an incentive amount has also been reported as 2015 compensation for Mr. Van Handel in the Summary Compensation Table, as well as in the Grants of Plan-Based Awards Table.

(5)	The value of stock options is illustrated here by measuring the difference between the closing stock price on December 31, 2015 ($84.29) and the exercise price of each unvested stock option held by Mr. Van Handel on such date.

(6)	The value of performance share units is illustrated here by measuring the value of the number of shares payable under outstanding awards (2013, 2014 and 2015 grants) using the closing stock price on December 31, 2015 ($84.29). In the case of a change of control, the payout is shown based on the number of shares earned based on actual performance in 2013 and assuming the Committee will

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(7)	The value of any unvested restricted stock units is illustrated here by measuring the value of the number of shares payable under unvested awards using the closing stock price on December 31, 2015 ($84.29).

(1)	The term of Mr. Green’s severance agreement expires on August 1, 2016.

(2)	The “double trigger” column calculates the amounts earned upon an involuntary termination (other than for cause) or a voluntary termination for good reason that occurs during a protected period (generally, six months prior to a change of control) or within the two-year period following a change of control.

(3)	The amount of the severance payment under Mr. Green’s severance agreement is equal to his annual base salary at the highest rate in effect during the term of the agreement (here, $800,000) and his target annual incentive for the fiscal year in which the termination occurs (here, $800,000). In a double-trigger scenario, the amount of his severance payment is multiplied by two.

(4)

In the case of his involuntary termination (other than for cause) or voluntary termination for good reason, the amount of the prorated incentive payable to him under his severance agreement is based on the actual incentive earned for 2015 for the financial objectives and the target amount for the operating objectives. In the event of death, disability, or certain terminations following a change of control, the prorated incentive is based on the target incentive for the year of termination. No proration has been applied here as this table illustrates the effect of such a termination on December 31, 2015, immediately before the incentive was earned, so as not to understate the potential value of the benefit upon the applicable termination of employment. Note that an incentive amount has also been reported as 2015 compensation for him in the Summary Compensation Table, as well as in the Grants of Plan-Based Awards Table.

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(5)	The value of stock options is illustrated here by measuring the difference between the closing stock price on December 31, 2015 ($84.29) and the exercise price of each unvested stock option held by Mr. Green on such date.

(6)

The value of performance share units is illustrated here by measuring the value of the number of shares payable under outstanding awards (2013, 2014 and 2015 grants) using the closing stock price on December 31, 2015 ($84.29). In the case of a change of control, the payout is shown based on the number of shares earned based on actual performance in 2013 and assuming the Committee will determine the amount of shares earned relating to the 2014 and 2015 awards will equal the target award. In the case of a death or disability, the payout is shown based on the number of shares earned based on actual performance in 2013 and the target awards for 2014 and 2015. Although 50 percent of the performance share units for the 2013 grant vested on December 31, 2015, the values shown in the table above were calculated to illustrate the value of vesting in the event of an applicable termination occurring on December 31, 2015, immediately before vesting, and includes the performance shares that vested on that date so as not to understate the potential value of an acceleration upon the applicable termination of employment.

(7)	The value of any unvested restricted stock units and career shares is illustrated here by measuring the value of the number of shares payable under unvested awards using the closing stock price on December 31, 2015 ($84.29).

(1)	On October 29, 2015, ManpowerGroup entered into a severance agreement with Mr. Chandrashekar that replaced his previous agreement, which was scheduled to expire on November 15, 2015. The term of Mr. Chandrashekar’s severance agreement expires on October 29, 2018.

(2)	The “double trigger” column calculates the amounts earned upon an involuntary termination (other than for cause) or a voluntary termination for good reason that occurs during a protected period (generally, six months prior to a change of control) or within the two-year period following a change of control.

(3)	The amount of the severance payment under Mr. Chandrashekar’s severance agreement is equal to his annual base salary at the highest rate in effect during the term of the agreement (here, $568,035) and his prorated target annual incentive for the fiscal year in which the termination occurs (here, $426,026). In a double-trigger scenario, the amount of his severance payment is multiplied by two.

(4)

In the case of his involuntary termination (other than for cause) or voluntary termination for good reason, the amount of the prorated incentive payable to him under his severance agreement is based on the actual incentive earned for 2015 for the financial objectives and the target amount for the operating objectives. In the event of death, disability, or certain terminations following a change of control, the prorated incentive is based on the target incentive for the year of termination. No proration has been applied here

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(5)	The value of stock options is illustrated here by measuring the difference between the closing stock price on December 31, 2015 ($84.29) and the exercise price of each unvested stock option held by Mr. Chandrashekar on such date.

(6)

The value of performance share units is illustrated here by measuring the value of the number of shares payable under outstanding awards (2013, 2014 and 2015 grants) using the closing stock price on December 31, 2015 ($84.29). In the case of a change of control, the payout is shown based on the number of shares earned based on actual performance in 2013 and assuming the Committee will determine the amount of shares earned relating to the 2014 and 2015 awards will equal the target award. In the case of a death or disability, the payout is shown based on the number of shares earned based on actual performance in 2013 and the target awards for 2014 and 2015. Although 50 percent of the performance share units granted on February 13, 2013 vested on December 31, 2015, the values shown in the table above were calculated to illustrate the value of vesting in the event of an applicable termination occurring on December 31, 2015, immediately before vesting, and includes the performance shares that vested on that date so as not to understate the potential value of an acceleration upon the applicable termination of employment. In 2013, Mr. Chandrashekar received a special PSU grant, but he will not become vested in any amount of the performance share units under that grant for a termination of employment for any reason prior to July 2, 2016.

(7)	The value of any unvested restricted stock units and career shares is illustrated here by measuring the value of the number of shares payable under unvested awards using the closing stock price on December 31, 2015 ($84.29).

(1)	The term of Ms. Swan’s severance agreement expires on February 10, 2018.

(2)	The “double trigger” column calculates the amounts earned upon an involuntary termination (other than for cause) or a voluntary termination for good reason that occurs during a protected period (generally, six months prior to a change of control) or within the two-year period following a change of control.

(3)	The amount of the severance payment under Ms. Swan’s severance agreement is equal to her annual base salary at the highest rate in effect during the term of the agreement (here, $560,000) and her prorated target annual incentive for the fiscal year in which the termination occurs (here, $420,000). In a double-trigger scenario, the amount of her severance payment is multiplied by two.

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(4)

In the case of her involuntary termination (other than for cause) or voluntary termination for good reason, the amount of the prorated incentive payable to her under her severance agreement is based on the actual incentive earned for 2015 for the financial objectives and the target amount for the operating objectives. In the event of death, disability, or certain terminations following a change of control, the prorated incentive is based on the target incentive for the year of termination. No proration has been applied here as this table illustrates the effect of such a termination on December 31, 2015, immediately before the incentive was earned, so as not to understate the potential value of the benefit upon the applicable termination of employment. Note that an incentive amount has also been reported as 2015 compensation for her in the Summary Compensation Table, as well as in the Grants of Plan-Based Awards Table.

(5)	The value of stock options is illustrated here by measuring the difference between the closing stock price on December 31, 2015 ($84.29) and the exercise price of each unvested stock option held by Ms. Swan on such date.

(6)

The value of performance share units is illustrated here by measuring the value of the number of shares payable under outstanding awards (2013, 2014 and 2015 grants) using the closing stock price on December 31, 2015 ($84.29). In the case of a change of control, the payout is shown based on the number of shares earned based on actual performance in 2013 and assuming the Committee will determine the amount of shares earned relating to the 2014 and 2015 awards will equal the target award. In the case of a death or disability, the payout is shown based on the number of shares earned based on actual performance in 2013 and the target awards for 2014 and 2015. In the case of retirement, the payout is shown based on the number of shares earned based on actual performance in 2013 and assuming actual performance for the 2014 and 2015 awards at the outstanding performance level. Although 50 percent of the performance share units for the 2013 grant vested on December 31, 2015, the values shown in the table above were calculated to illustrate the value of vesting in the event of an applicable termination occurring on December 31, 2015, immediately before vesting, and includes the performance shares that vested on that date so as not to understate the potential value of an acceleration upon the applicable termination of employment.

(7)	The value of any unvested restricted stock units and career shares is illustrated here by measuring the value of the number of shares payable under unvested awards using the closing stock price on December 31, 2015 ($84.29).

(1)	Mr. Joerres retired effective December 30, 2015.

(2)	The Board of Directors approved payment of the annual incentive to Mr. Joerres upon his retirement in an amount equal to his full incentive for 2015. Note that an incentive amount has also been reported as 2015 compensation for him in the Summary Compensation Table, as well as in the Grants of Plan-Based Awards Table.

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(3)	The value of stock options is illustrated here by measuring the difference between the closing stock price on the date of Mr. Joerres’s retirement, December 30, 2015 ($85.54), and the exercise price of each unvested stock option held by Mr. Joerres on such date.

(4)

The value of performance share units which Mr. Joerres became vested in upon his retirement on December 30, 2015 is illustrated here by measuring the value of the number of shares payable under outstanding awards (2013, 2014 and 2015 grants) using the closing stock price on December 30, 2015 ($85.54), even though such shares are not payable to him until a later date (July 1, 2016 for the 2013 PSUs and February 2017 and 2018 for the 2014 and 2015 PSUs, respectively). The payout is shown based on the number of shares earned based on actual performance in 2013 and assuming actual performance for the 2014 and 2015 awards at the outstanding level.

(5)	The value of any unvested restricted stock and restricted stock units is illustrated here by measuring the value of the number of shares payable under unvested awards using the closing stock price on the date of Mr. Joerres’s retirement, December 30, 2015 ($85.54) even though shares under such awards are not payable to him until July 1, 2016.

(1)	Mr. Bolland resigned from the Board of Directors on February 11, 2015.

(2)	Mr. Ferraro was elected to the Board of Directors on January 1, 2016.

(3)	Reflects deferred stock and restricted stock granted under our 2011 Equity Incentive Plan and the Terms and Conditions Regarding the Grant of Awards to Non-Employee Directors under the 2011 Equity Incentive Plan. These amounts reflect the grant date fair value of the awards as computed in accordance with FASB ASC Topic 718. The amount reflected in the table was made up of:

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(1)

Target shares are based on target value ($450,000) divided by the closing stock price on December 31, 2014 of $68.17 for non-employee directors in office as of January 1, 2015. For non-employee directors appointed after January 1, 2015 target shares are based on target value ($450,000) divided by the closing price of the Company’s common stock on the last business day of the month during which the director was or is first appointed to the Board of Directors.

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(2)	Represents the number of shares held as of the record date, February 23, 2016 as follows:

(3)	Based on price per share of ManpowerGroup common stock on February 23, 2016 of 76.37.

(4)	Non-employees directors in office as of January 1, 2015 must meet the ownership guidelines by January 1, 2018. Non-employee directors appointed after January 1, 2015 must meet the ownership guidelines the fourth anniversary of the date of appointment.

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•	our financial statements for each of the first three quarters of 2015, including the disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations,"

•	our compliance with and reporting under Section 404 of the Sarbanes-Oxley Act of 2002 and the related auditing standards,

•	the independent auditors’ material written communications with management,

•	our annual internal and external audit plans and the internal and external staffing resources available to carry out our audit plans,

•	internal audit results,

•	our risk management framework, including financial and operational risks,

•	certain risk matters including currency exposure, workers compensation, revenue recognition and technology and security risk,

•	the impact of new accounting pronouncements,

•	current tax matters affecting us, including reporting compliance, audit activity and tax planning,

•	litigation matters,

•	our compliance with our code of business conduct and ethics, our anti-corruption policy, including the Foreign Corrupt Practices Act and our policy on gifts, entertainment and sponsorships,

•	our compliance with our Policy Regarding the Retention of Former Employees of Independent Auditors and Policy on Services Provided by Independent Auditors, and

•	a self-evaluation of the committee.

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•	critical accounting policies and practices used in the preparation of our financial statements,

•	our judgmental reserves,

•	the effect of regulatory and accounting initiatives on our financial statements, including the adoption of significant accounting pronouncements,

•	confirmation that there were no unrecorded material audit adjustments proposed by the independent auditors,

•	confirmation that there were no matters of significant disagreement between management and the independent auditors arising during the audit,

•	other matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 16 “Communications with Audit Committees.”

•	other matters required to be discussed by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and

•	matters relating to Section 404 of the Sarbanes-Oxley Act, including the management report on internal control over financial reporting for 2015 and the independent auditors’ report with respect to the effectiveness of our internal control over financial reporting and management’s assessment of the effectiveness of our internal control over financial reporting.

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(a)	Award - the bonus opportunity awarded to a Participant under the Plan.

(b)	Affiliate - any subsidiary or other entity that is controlled (directly or indirectly) by the Company.

(c)	Bonus Pool - an amount that may be established for the Company, all or a portion of which may be allocated among the Participants in the Plan.

(d)	Compensation Committee - the Executive Compensation and Human Resources Committee of the Board of Directors of the Company.

(e)	Consolidated ManpowerGroup - the Company and its direct and indirect subsidiaries.

(f)	Code - the Internal Revenue Code of 1986, as it may be amended from time to time, and any proposed, temporary or final Treasury Regulations promulgated thereunder.

(g)	Company - ManpowerGroup Inc., a Wisconsin corporation.

(h)	Disability -permanent and total disability, as defined in the Company’s long-term disability plan, or if no such plan is in effect, as defined in Code Section 22(e)(3).

(i)	Market Price - the closing sale price of a Share on the New York Stock Exchange; provided however, if a Share is not susceptible of valuation by the above method, the term “Market

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(j)	Participant - any Company or Affiliate employee who is a corporate senior executive officer of the Company who is designated by the Compensation Committee (subject to Section 4 of Article I) to participate in the Plan.

(k)	Plan - the ManpowerGroup Inc. Corporate Senior Management Annual Incentive Pool Plan.

(l)	Plan Year - each yearly period commencing on January 1st of each year during the term of the Plan.

(m)	Retirement - a termination of employment on or after a Participant has attained age 55 and has completed 10 years of Service.

(n)	Service - as to each Participant, the period beginning on the date he or she first becomes an employee of the Company or Affiliate and ending on the date he or she ceases to be an Employee of the Company or Affiliate.

(o)	Share - the $0.01 par value common stock of the Company.

(a)	Criteria for participation in the Plan:

(b)	Renewal of participation:

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a.	Net Income

b.	Revenue

c.	Earnings per share diluted

d.	Return on investment

e.	Return on invested capital

f.	Return on equity

g.	Return on net assets

h.	Shareholder returns (either including or excluding dividends) over a specified period of time

i.	Financial return ratios

j.	Cash flow

k.	Amount of expense

l.	Economic profit

m.	Gross profit

n.	Gross profit margin percentage

o.	Amount of indebtedness

p.	Debt ratios

q.	Earnings before interest, taxes, depreciation or amortization (or any combination thereof)

r.	Attainment by a Share of a specified Market Price for a specified period of time

s.	Customer satisfaction survey results

t.	Employee satisfaction survey results

u.	Strategic business criteria, consisting of one or more objectives based on achieving specified revenue, market penetration, or geographic expansion goals, or cost targets, or goals relating to acquisitions or divestitures, or any combination of the foregoing

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a.	Except as the relevant parties may otherwise agree, if a Participant’s employment terminates, the Participant will forfeit all rights to any bonus amounts under Article II of this Plan for the year in which termination occurs.

b.

Except as the relevant parties may otherwise agree, if a Participant’s employment terminates by reason of the Participant’s Disability or death or Retirement, the Participant will be entitled to receive, for the year in which termination occurs, the bonus amounts otherwise determined under Article II of the Plan, but prorated for the actual number of days the Participant was employed by the ManpowerGroupConsolidated ManpowerGroup during the year.

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3.	AWARDS AVAILABLE UNDER THE PLAN

4.	SHARES RESERVED UNDER PLAN

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9.	SARs

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18.	FORFEITURE OF AMOUNTS PAID UNDER THE PLAN

19.	NO RIGHT TO EMPLOYMENT.

20.	LIMITATIONS ON FULL-VALUE AWARD GRANTS

(a)	that is earned based on performance, the minimum performance period will be one year; or

(b)	that is earned based on tenure (and is not covered under subparagraph (a)), the minimum restricted period will be three years, provided that such minimum three-year restriction will not apply to grants representing up to 125,000 shares.

21.	GOVERNING LAW

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(b)	Exchange. If the provisions of this Paragraph 6 apply, Options may be exchanged

(c)	Exchange terms. Where an Option is to be exchanged the Participant will be granted a new option to replace it. Where a Participant is granted a new option then:

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