ManpowerGroup Inc. — Director's Dealing 2013

Jan 9, 2013

SEC Form 4/A — Form 4/A

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

Reporting Person: BOLLAND MARC J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-31	Common Stock	F	221	$41.82	Disposed	13062	Direct
2013-01-03	Common Stock	A	2474	$42.44	Acquired	15536	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-01	Deferred Stock	$	A	16	Acquired		Common Stock (16)	Direct
2013-01-01	Deferred Stock	$	A	24	Acquired		Common Stock (24)	Direct
2013-01-01	Deferred Stock	$	A	34	Acquired		Comon Stock (34)	Direct
2013-01-01	Deferred Stock	$	A	1859	Acquired		Common Stock (1859)	Direct

Footnotes

F1: Annual grant of restricted stock under the 2011 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 (Amended and Restated Effective February 16, 2011)(the "Terms and Conditions").

F2: This amended Form 4 is being filed because the Form 4 filed on January 3, 2013 incorrectly indicated Mr. Bolland elected deferred stock for his annual grant for 2013, rather than restricted stock.

F3: Represents the Market Price (as defined in the Plan) on the last trading day of 2012.

F4: The shares of restricted stock will vest in quarterly installments on the last day of each calendar quarter during 2013.

F5: 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 within 30 days after the reporting person's termination of service as a director.

F6: Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of dividends.

F7: Represents the Average Trading Price (as defined in the Terms and Conditions).

F8: 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 January 1, 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.

F9: 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 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.

F10: 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 January 1, 2016 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

F11: Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of 100% of the Retainer (as defined in the Terms and Conditions) for 2012.