HUENEKE TERRY A 4

4 · MANPOWER INC /WI/ · Filed Jan 3, 2013

Form 4

Period: 2013-01-01

Director

Transactions

Award
Deferred Stock
2013-01-01$40.34/sh+29$1,170→ 1,366 total
→ Common Stock (29 underlying)
Exercise/Conversion
Deferred Stock
2013-01-01−1,366→ 0 total
From: 2013-01-01Exp: 2013-01-01→ Common Stock (1,366 underlying)
Award
Common Stock
2013-01-01$42.44/sh+2,474$104,997→ 20,225 total
Award
Deferred Stock
2013-01-01$40.34/sh+40$1,614→ 1,947 total
→ Common Stock (40 underlying)
Exercise/Conversion
Common Stock
2013-01-01+1,366→ 17,751 total

Footnotes (8)

[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.

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