Amendment No. 2 to the Grey Global Group Inc. 2003 Senior Mgmt Incentive Plan



 Exhibit 4.39 
 AMENDMENT NO. 2 
 TO THE 
 GREY GLOBAL GROUP INC. 
 2003 SENIOR MANAGEMENT INCENTIVE PLAN 
 ****** 
 WHEREAS, Grey Global Group Inc. (the “Company”) adopted and maintains the Grey
Global Group Inc. 2003 Senior Management Incentive Plan (the “Plan”); and 
 WHEREAS, the Plan was first amended in connection with
the Agreement and Plan of Merger among WPP Group plc, Abbey Merger Corporation and Grey Global Group Inc., dated as of September 11, 2004; and 
 WHEREAS, it is appropriate to amend the Plan for compliance with Section 409A of the Internal Revenue Code of 1986, as amended; 
 NOW, THEREFORE, the Plan is hereby amended as set forth below: 
 FIRST 
 Section 8(a) of the Plan is amended to read as follows: 
 “(a) No payment of funds or distributions of Stock from Contingent Accounts shall be made to Participants. Payments and distributions shall be made to Participants of sums credited or Stock allocated, as the case may be,
to their respective Vested Accounts as follows: 
 (i) In the case of cash
payments to a Cash Participant or a Stock Participant, in a lump sum, by no later than the later of (x) December 31st of the year in which the Vesting Date
occurs, or (y) the 15th day of the third calendar month following the Vesting Date. 
 (ii) In the case of Stock distributions to a Stock Participant, by the issuance of such a
number of shares of Stock as shall then be in such Stock Participant’s Stock Accumulated Account (except for fractional shares which shall be paid in cash) by no later than the later of (x) December 31st of the year in which the Vesting Date occurs, or (y) the 15th day of the third calendar month following
the Vesting Date. 
 (iii) Notwithstanding the foregoing, if a Participant’s Vesting Date is determined under paragraph 6(b)
hereof, any payments and issuances hereunder shall be made in the calendar year following the calendar year in which such Vesting Date occurs. 
 SECOND 
 Section 8(b) of the Plan is deleted in its entirety. 
 THIRD 
 A new Section 13 is added to the Plan to read as follows: 
 “13. Section 409A. 
 (a)
Notwithstanding anything to the contrary hereunder, a Participant shall not be deemed to incur a termination of employment hereunder unless the Participant also incurs a “separation from service” within the meaning of
Section 409A(a)(2)(A)(i) of the Code. 
  

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 (b) Notwithstanding anything to the contrary hereunder, as determined by Grey or its affiliates, to
the extent this Plan or any provision herein constitutes a “nonqualified deferred compensation plan” under Section 409A(d)(1) of the Code, which provides benefits to a Participant upon the Participant’s “separation from
service” under Section 409A(a)(2)(A)(i) of the Code, and the Participant is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then any such payment to the Participant shall be delayed for six (6) months
following the date of the Participant’s separation from service and any amounts withheld during such six-month period shall be paid without interest once benefits commence. 
 (c) Notwithstanding anything to the contrary hereunder, a Participant shall not be deemed to be disabled hereunder unless the Participant is also
“disabled” within the meaning of Section 409(a)(2)(A)(ii) of the Code. 
 (d) It is intended that this Plan shall be
limited, construed and interpreted in accordance with Section 409A of the Code. It is also intended that to the extent that any payment or benefit described hereunder is subject to Section 409A of the Code, it shall be paid in a manner
that will comply with Section 409A of the Code, including guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Furthermore, notwithstanding anything herein to the contrary, it is intended that
any provision in this Plan that is inconsistent with Section 409A of the Code shall be deemed to be amended to comply with Section 409A of the Code and to the extent such provision cannot be amended to comply therewith, such provision
shall be null and void. 
 (e) No provision in the Plan shall be interpreted or construed to directly or indirectly transfer any
liability for a failure to comply with Section 409A of the Code from a Participant or other individual to the Company, or any other individual or entity affiliated with the Company. 
 FOURTH 
 The foregoing amendments shall apply only to Participants who are subject to
Section 409A of the Code and shall not apply to amounts that are earned and vested prior to January 1, 2005. 
 ****** 
  

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 IN WITNESS WHEREOF, the Board of Directors of the Company have executed this Amendment effective as of
January 1, 2009. This amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. 
  

							
		 	 


	 	Date:	 	                    , 2008
		 	 Paul W.G. Richardson
	 		 	
				
		 	 


	 	Date:	 	                    , 2008
		 	Thomas O. Neuman	 		 	
				
		 	 


	 	Date:	 	                    , 2008
		 	Kevin Farewell	 		 	
				
		 	 


	 	Date:	 	                    , 2008
		 	Tom Lobene	 		 	

  

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