Agreement With Debenture Holders Sample Contracts

EXHIBIT 1 --------- For Immediate Release 23 February 2005 WPP Group plc ("WPP") AGREEMENT REACHED WITH GREY DEBENTURE HOLDERS Further to the announcement dated 27 January 2005, WPP has now reached agreement with holders of US$120.8 million (80.5%) of...
Agreement With Debenture Holders • February 23rd, 2005 • WPP Group PLC • Services-advertising agencies

Further to the announcement dated 27 January 2005, WPP has now reached agreement with holders of US$120.8 million (80.5%) of Grey's US$150 million 5% contingent convertible subordinated debentures due 2033 (the "Debentures"), with respect to the terms that will apply upon completion of WPP's acquisition of Grey. Under the agreement, Grey will solicit consents from the holders of the Debentures to the adoption of a supplemental indenture. A copy of the agreement, including the supplemental indenture, will be filed with the SEC by WPP on a Form 6-K.

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