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ManpowerGroup Inc. Director's Dealing 2013

Jan 3, 2013

31788_dirs_2013-01-03_274a1a00-0603-444d-a995-68b062bfc08f.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: 2013-01-01

Reporting Person: HUENEKE TERRY A (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-01-01 Common Stock M 1366 Acquired 17751 Direct
2013-01-01 Common Stock A 2474 $42.44 Acquired 20225 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-01-01 Deferred Stock $ A 40 Acquired Common Stock (40) Direct
2013-01-01 Deferred Stock $ A 29 Acquired Common Stock (29) Direct
2013-01-01 Deferred Stock $ M 1366 Disposed 2013-01-01 Common Stock (1366) Direct

Footnotes

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

F2: 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").

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, 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.