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ManpowerGroup Inc. Director's Dealing 2013

Jan 3, 2013

31788_dirs_2013-01-03_e6079410-407f-4dd4-9764-c16e312a339d.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: Gri Francoise (EVP/President Southern Europe)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-12-31 Common Stock A 5885 $0.00 Acquired 28724 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 112 Acquired Common Stock (112) 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: 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.

F3: Receipt of restricted stock units in lieu of dividends paid in 2012 at an average price of $40.34.

F4: 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.

F5: The restricted stock units will vest 100% on February 17, 2013 and will be settled in shares of Manpower common stock on a 1 for 1 basis upon vesting.