0001193125-06-033581 Sample Contracts

GREY GLOBAL GROUP INC., WPP GROUP plc, WPP 2005 plc, and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Trustee
Third Supplemental Indenture • February 16th, 2006 • WPP Group PLC • Services-advertising agencies • New York

THIRD SUPPLEMENTAL INDENTURE, dated as of October 21, 2005 (this “Third Supplemental Indenture”) among WPP 2005 plc (to be renamed WPP Group plc upon the Scheme Effective Date (as defined below)), an English public limited company (“WPP Holdings”), WPP GROUP plc (to be renamed WPP 2005 plc upon the Scheme Effective Date), an English public limited company (“WPP”), GREY GLOBAL GROUP INC. (formerly known as Abbey Merger Corporation), a Delaware corporation and a wholly owned subsidiary of WPP (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a trust company organized under the laws of the State of New York, as trustee (the “Trustee”). All capitalized terms used herein without definition shall have the meanings specified in the Indenture referred to below, unless otherwise specified.

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GREY GLOBAL GROUP INC., WPP GROUP plc, WPP 2005 Limited, and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Trustee
Fourth Supplemental Indenture • February 16th, 2006 • WPP Group PLC • Services-advertising agencies • New York

FOURTH SUPPLEMENTAL INDENTURE, dated as of December 29, 2005 (this “Fourth Supplemental Indenture”) among WPP Group plc (formerly known as WPP 2005 plc), an English public limited company (“WPP Holdings”), WPP 2005 Limited (formerly known as WPP Group plc), an English public limited company (“WPP”), GREY GLOBAL GROUP INC. (formerly known as Abbey Merger Corporation), a Delaware corporation and a wholly owned subsidiary of WPP (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a trust company organized under the laws of the State of New York, as trustee (the “Trustee”). All capitalized terms used herein without definition shall have the meanings specified in the Indenture referred to below, unless otherwise specified.

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