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: 2013-01-01

Reporting Person: WALTER JOHN R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-01	Common Stock	M	1929	—	Acquired	2664	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-01	Deferred Stock	$	A	36	Acquired		Common Stock (36)	Direct
2013-01-01	Deferred Stock	$	A	40	Acquired		Common Stock (40)	Direct
2013-01-01	Deferred Stock	$	M	1929	Disposed	2013-01-01	Common Stock (1929)	Direct
2013-01-01	Deferred Stock	$	A	58	Acquired		Common Stock (58)	Direct
2013-01-01	Deferred Stock	$	A	31	Acquired		Common Stock (31)	Direct
2013-01-01	Deferred Stock	$	A	40	Acquired		Common Stock (40)	Direct
2013-01-01	Deferred Stock	$	A	66	Acquired		Common Stock (66)	Direct
2013-01-01	Deferred Stock	$	A	2474	Acquired		Common Stock (2474)	Direct

Footnotes

F1: Settlement of shares of deferred stock in shares of ManpowerGroup common stock on a 1 for 1 basis.

F2: 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 (as defined below).

F3: Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of dividends.

F4: Represents the Average Trading Price (as defined in the Terms and Conditions).

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 on the earlier of January 1, 2013 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

F6: 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, 2019 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

F7: 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, 2018 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided 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, 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.

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, 2020 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 vest in quarterly installments on the last day of each calendar quarter during 2013 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: Annual grant of deferred 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").

F12: Represents the Market Price (as defined in the Plan) on the last trading day of 2012.