ManpowerGroup Inc. — Director's Dealing 2013

Jan 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: SULLIVAN OWEN J (EVP Manpower CEO Right Mgmt.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-31	Common Stock	A	5885	$0.00	Acquired	19624.0574	Direct
2012-12-31	Common Stock	F	2602	$41.82	Disposed	17022.0574	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-31	Restricted Stock Units	$	A	65	Acquired		Common Stock (65)	Direct
2012-12-31	Restricted Stock Units	$	A	105	Acquired		Common Stock (105)	Direct
2012-12-31	Restricted Stock Units	$	A	323	Acquired		Common Stock (323)	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.

F7: The restricted stock units will vest 100% on February 16, 2016 and will be settled in shares of Manpower common stock on a 1 for 1 basis upon vesting.