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: DOWNE WILLIAM (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-01	Deferred Stock	$	A	2474	Acquired		Common Stock (2474)	Direct
2013-01-01	Deferred Stock	$	A	1859	Acquired		Common Stock (1859)	Direct
2013-01-01	Deferred Stock	$	A	23	Acquired		Common Stock (23)	Direct
2013-01-01	Deferred Stock	$	A	23	Acquired		Common Stock (23)	Direct
2013-01-01	Deferred Stock	$	A	63	Acquired		Common Stock (63)	Direct

Footnotes

F1: These shares of deferred stock vest in quarterly installments on the last day of each calendar quarter during 2013 and wil 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 proveded in the Terms and conditions (as defined below).

F2: Grant of deferred stock under the 2011 Equity Incentive Plan of Manpower Inc. 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 definedin the Plan) on the last trading day of 2012.

F4: 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 bases 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.

F5: 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.

F6: Represents the Average Trading Price (as defined 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 bases on the earlier of May 3, 2019 or within 30 days after the reporting person's termination of service as s director, except as otherwise provided in the Terms and Conditions.

F8: Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of dividends.

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 bases 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.

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 bases 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.