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ManpowerGroup Inc. Director's Dealing 2013

Jan 3, 2013

31788_dirs_2013-01-03_6882d3aa-9456-43c6-9a54-305f91c2e57e.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MANPOWER INC /WI/ (MAN)
CIK: 0000871763
Period of Report: 2012-12-31

Reporting Person: VAN HANDEL MICHAEL J (EVP, CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-12-31 Common Stock A 14713 $0.00 Acquired 116415 Direct
2012-12-31 Common Stock F 6504 $41.82 Disposed 109911 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-12-31 Restricted Stock Units $ A 162 Acquired Common Stock (162) Direct
2012-12-31 Restricted Stock Units $ A 238 Acquired Common Stock (238) Direct

Footnotes

F1: Shares acquired in settlement of performance share units (which were not derivative securities received under the Manpower Inc. 2003 Equity Incentive Plan (the "2003 Plan"), exempt under Rule 16b-3.

F2: Stock withheld by Issuer to satisfy tax withholding obligations on shares acquired on December 31, 2012 in settlement of performance share units.

F3: Represents the opening stock price on the New York Stock Exchange on December 31, 2012.

F4: The restricted stock units will vest 100% on February 16, 2014 and will be settled in shares of Manpower common stock on a 1 for 1 basis upon vesting.

F5: Receipt of restricted stock units in lieu of dividends paid in 2012 at an average price of $40.34.

F6: The restricted stock units will vest 100% on February 15, 2015 and will be settled in shares of Manpower common stock on a 1 for 1 basis upon vesting.