0001193125-09-108587 Sample Contracts

WPP
WPP PLC • May 12th, 2009 • Services-advertising agencies

This letter confirms the terms of your appointment as a Director of WPP plc (the “Company”). It is agreed that this is a contract for services and not a contract of employment.

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DATED February 12th 2009 WPP 2005 LIMITED (1 ) and MARK READ (2 ) SERVICE AGREEMENT
Service Agreement • May 12th, 2009 • WPP PLC • Services-advertising agencies • England
DATED 30 April 2009 PAUL WINSTON GEORGE RICHARDSON (1 ) and WPP GROUP USA, INC. (2 ) SERVICE AGREEMENT in the USA effective from 19 November 2008
Service Agreement • May 12th, 2009 • WPP PLC • Services-advertising agencies • New York

Offices and Associated Offices Aosta Berlin Birmingham Brussels Hong Kong Leeds London Madrid Manchester Milan Munich Paris Rome Turin

WPP
WPP PLC • May 12th, 2009 • Services-advertising agencies

This letter confirms the terms of your appointment as a Director of WPP plc (the “Company”). It is agreed that this is a contract for services and not a contract of employment.

DATED 2008 WPP 2005 LIMITED (1 ) and SIR MARTIN STUART SORRELL (2 ) and WPP PLC (3 ) UK SERVICE AGREEMENT effective from 19 November 2008
WPP PLC • May 12th, 2009 • Services-advertising agencies • England

A The Company has the benefit of the Executive’s services inter alia as Chief Executive Officer and Group Managing Director of the Group on the terms of an agreement dated 16 August 2004 (the “2004 Agreement”) within England, the European Union and all other countries save for the United States of America.

FIFTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • May 12th, 2009 • WPP PLC • Services-advertising agencies • New York

FIFTH SUPPLEMENTAL INDENTURE, dated as of April 30, 2009 (this “Fifth Supplemental Indenture”), among WPP Finance (UK), a private unlimited liability company organized and existing under the laws of England and Wales (the “Issuer”), WPP Air 1 Limited and WPP Air 3 Limited, each Irish limited companies (the “WPP UK Partnership Partners”), as partners of WPP Air UK, an English general partnership (the “WPP UK Partnership”), Young & Rubicam Brands US Holdings (formerly known as WPP Spangle), a private unlimited company organized and existing under the laws of England and Wales (“Young & Rubicam”), WPP 2005 Limited (formerly known as WPP Group plc), a private limited liability company organized and existing under the laws of England and Wales (the “Company”), WPP 2008 Limited (formerly known as WPP Group plc), a private limited company organized and existing under the laws of England and Wales (“WPP”), WPP plc, a public limited company incorporated under the Companies (Jersey) Law 1991 (“N

WPP plc
WPP PLC • May 12th, 2009 • Services-advertising agencies

Reference is made to an Amendment and Restatement Agreement, dated 17 November 2008, among WPP plc (the “Company”), WPP Group plc and WPP Finance Co. Limited (as Borrowers), the Company, WPP Group plc, WPP Air 1 Limited and WPP Air 3 Limited, in their capacities as partners of WPP Air UK, and WPP 2005 Limited (as Guarantors) and Citibank International plc (as Facility Agent), relating to a £650,000,000 Term Facility Agreement dated 9 July 2008 (the “Loan Facility”).

WPP plc
WPP PLC • May 12th, 2009 • Services-advertising agencies

Reference is made to an Amendment and Restatement Agreement, dated 17 November 2008, among WPP plc (the “Company”), WPP Group plc and WPP Finance Co. Limited (as Borrowers), the Company, WPP Group plc, WPP Air 1 Limited and WPP Air 3 Limited, in their capacities as partners of WPP Air UK, and WPP 2005 Limited (as Guarantors) and Citibank International plc (as Facility Agent), relating to a U.S. $1,600,000,000 Revolving Credit Facility Agreement, dated 23 August 2005 (the “Loan Facility”).

DATED 2008 WPP GROUP USA, INC (1) and SIR MARTIN STUART SORRELL (2) SERVICE AGREEMENT in the USA effective 19 November 2008
WPP PLC • May 12th, 2009 • Services-advertising agencies • New York

A The Company employs the Executive in the United States of America in order to assist the Company, its Affiliates and Subsidiaries in the management, control, organisation and development of their respective businesses and trades within the United States of America pursuant to an agreement embodying the terms of such employment dated 16 August 2004 (the “2004 Agreement”).

GREY GLOBAL GROUP INC., WPP GROUP PLC, WPP 2005 LIMITED, WPP PLC, WPP AIR 1 LIMITED, WPP AIR 3 LIMITED and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of October 7, 2008 To the Indenture dated as of...
Supplemental Indenture • May 12th, 2009 • WPP PLC • Services-advertising agencies • New York

FIFTH SUPPLEMENTAL INDENTURE, dated as of October 7, 2008 (this “Fifth Supplemental Indenture”) among WPP PLC, a Jersey incorporated public company (“New WPP”), WPP Air 1 Limited and WPP Air 3 Limited, each Irish limited companies (the “WPP UK Partnership Partners”), to be partners of an English general partnership to be formed prior to the Asset Conveyance Time (as defined below) (“WPP UK Partnership”), 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, LLC (formerly known as American Stock Transfer & Trust Company), a limited liability trust company organized under the laws of the State of New York, as trustee (the “Trustee”). All capitalized terms used h

AMENDMENT TO SUPPLEMENTAL RETIREMENT AGREEMENT
Supplemental Retirement Agreement • May 12th, 2009 • WPP PLC • Services-advertising agencies

AMENDMENT made effective as of this 19th day of November, 2008, to the Supplemental Retirement Agreement (the “Supplemental Retirement Agreement”) made and entered into as of the 1st day of July, 2008, by and between WPP Group USA, Inc., a Delaware corporation (the “Company”), and Paul Richardson (the “Executive”).

WPP plc
WPP PLC • May 12th, 2009 • Services-advertising agencies

Reference is made to an Amendment and Restatement Agreement, dated 17 November 2008, among WPP plc (the “Company”), WPP Group plc and WPP Finance Co. Limited (as Borrowers), the Company, WPP Group plc, WPP Air 1 Limited and WPP Air 3 Limited, in their capacities as partners of WPP Air UK, and WPP 2005 Limited (as Guarantors) and Citibank International plc (as Facility Agent), relating to a £600,000,000 Revolving Credit Facility Agreement dated 9 July 2008 (the “Loan Facility”).

SUPPLEMENTAL RETIREMENT AGREEMENT
Supplemental Retirement Agreement • May 12th, 2009 • WPP PLC • Services-advertising agencies • New York

SUPPLEMENTAL RETIREMENT AGREEMENT (the “Supplemental Retirement Agreement”), made and entered into as of the 1st day of July , 2008 (the “Effective Date”), by and between WPP Group USA, Inc., a Delaware corporation (the “Company”), and Paul Richardson (the “Executive”).

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