THE WPP EXECUTIVE STOCK OPTION PLAN


                         As adopted by the Directors on

                                 24th June, 1996

            and amended by the Compensation Committee of the Board on

                                23rd April, 1997

            and amended by the Compensation Committee of the Board on

                              24th September, 1998

            and amended by the Compensation Committee of the Board on

    5th May, 1999 (with the approval of the shareholders on 28th June, 1999)

            and amended by the Compensation Committee of the Board on
                              22nd September, 1999

            and amended by the Compensation Committee of the Board on
             20th September, 2000 (with the approval of shareholders
                               on 26th June, 2000)















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                                    CONTENTS

Clause                                                      Page
------                                                      ----

   1.   Definitions and Interpretation.......................1
   2.   Eligibility..........................................2
   3.   Grant of Options.....................................2
   4.   Limits...............................................3
   5.   Exercise of Options..................................5
   6.   Takeover, Reconstruction and Winding-up..............6
   7.   Variation of Capital.................................7
   8.   Alterations..........................................8
   9.   Miscellaneous........................................8

Schedule....................................................10

Appendix 1..................................................12
Appendix 2..................................................16
Appendix 3..................................................17
Appendix 4................................................  18
Appendix 5................................................  19
Appendix 6................................................  21


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 1.       Definitions and Interpretation

(1)       In this Scheme, unless the context otherwise requires:

          "the Board" means the board of directors of the Company or a committee
          appointed by such board of directors;

          "Depository" means any depository or depositories which hold or whose
          nominee holds WPP ADSs;

          "the Company" means WPP Group plc (registered in England and Wales No.
          1003653);

          "the Grant Date" in relation to an Option means the date on which the
          Option was granted;

          "Group Member" means:

          (a)       a Participating Company or a body corporate which is (within
                    the meaning of section 736 of the Companies Act 1985) the
                    Company's holding company or a subsidiary of the Company's
                    holding company; or

          (b)       a body corporate which is (within the meaning of section 258
                    of that Act) a subsidiary undertaking of a body corporate
                    within paragraph (a) above and has been designated by the
                    Board for this purpose;

          "Option" means a right to acquire Shares or WPP ADSs under the Plan;
          and a right to acquire Shares shall be known as a "Share Option" and a
          right to acquire WPP ADSs shall be known as an "ADS Option";

          "Participant" means a person who holds an Option granted under the
          Scheme;

          "Participating Company" means the Company or any Subsidiary;

          "the Plan" means the WPP Executive Stock Option Plan as herein set out
          but subject to any alterations or additions made under Rule 8 below;

          "Schedule 9" means Schedule 9 to the Taxes Act 1988;

          "Share" means an ordinary share in the capital of the Company, and for
          the purposes of Rule 4 (Limits) and if the context requires, other
          provisions of the Rules, "Shares" include WPP ADSs;

          "Subsidiary" means a body corporate which is a subsidiary of the
          Company within the meaning of section 736 of the Companies Act 1985;

          "the Taxes Act 1988" means the Income and Corporation Taxes Act 1988;

          "the WOP" means the WPP Worldwide Ownership Plan (originally adopted
          on 24th June, 1996) as from time to time amended;

          "WPP ADS" means an American Depository Share representing 10 Shares
          pursuant to the Amended and Restated Deposit Agreement between the



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                                       2

          Company and Citibank NA as of 24th October, 1995 and/or any other
          American depository share arrangement sponsored by the Company;

          "WPP Receipt" means an American Depository Receipt evidencing WPP
          ADSs;

          and expressions not otherwise defined herein have the same meanings as
          they have in Schedule 9.

(2)       Any reference in the Plan to any enactment includes a reference to
          that enactment as from time to time modified, extended or re-enacted.

2.        Eligibility

(1)       Subject to sub-rule (3) below, a person is eligible to be granted an
          Option under the Plan if (and only if) he is a full-time director or
          qualifying employee of a Participating Company.

(2)       For the purposes of sub-rule (1) above:

          (a)       a person shall be treated as a full-time director of a
                    Participating Company if he is obliged to devote to the
                    performance of the duties of his office or employment with
                    that and any other Participating Company not less than 25
                    hours a week;

          (b)       a qualifying employee, in relation to a Participating
                    Company, is an employee of the Participating Company (other
                    than one who is a director of a Participating Company).

(3)       A person is not eligible to be granted an Option under the Plan at any
          time within the two years immediately preceding the date (if any) on
          which he is bound to retire in accordance with the terms of his
          contract of employment.

3.        Grant of Options

(1)       Subject to sub-rule (2) below and Rule 4 below, the Board may grant or
          procure the grant to any person who is eligible to be granted an
          Option under the Plan an Option to acquire Shares in the Company, upon
          the terms set out in the Plan and upon such other objective terms as
          the Board may specify; and for this purpose an option to acquire
          includes an option to purchase and an option to subscribe. Unless the
          Board otherwise determines Share Options shall be granted to persons
          who are eligible under the Plan and who are resident in the United
          Kingdom and ADS Options shall be granted to other persons who are
          eligible.

(2)       An Option may only be granted under the Plan:

          (a)       within the period of 6 weeks beginning with the date on
                    which the Plan is approved and adopted by the Company in
                    general meeting or the dealing day next following the date
                    on which the Company announces its results for any period,
                    or at any other time when the circumstances are considered
                    by the Board to be sufficiently exceptional to justify the
                    grant thereof; and

          (b)       within the period of 10 years beginning with the date on
                    which the Plan is approved and adopted as aforesaid 24th
                    June, 1996.


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                                       3

(3)       The price at which Shares may be acquired by the exercise of an Option
          shall be determined by the Board before the grant thereof, but shall
          not be less than:

         (a)      in the case of a Share Option, if Shares of the same class as
                  those Shares are listed in the London Stock Exchange Daily
                  Official List, the average middle-market quotation of Shares
                  of that class (as derived from that List) over a number of
                  consecutive dealing days (being not more than five)
                  immediately preceding the Grant Date;

         (b)      in the case of a Share Option, if paragraph (a) above does not
                  apply, the market value (within the meaning of Part VIII of
                  the Taxation of Chargeable Gains Act 1992) of Shares of that
                  class, as reasonably determined by the Board;

         (c)      in the case of an ADR Option, the fair market value of a WPP
                  ADS as quoted on NASDAQ over a number of consecutive dealing
                  days (being not more than five) immediately preceding the
                  Grant Date; or

         (d)      except in the case of an Option to acquire shares otherwise
                  than by subscription, the nominal value of those Shares.

(4)      An Option granted under the Plan to any person:

         (a)      shall not, except as provided in Rule 5(4) below, be capable
                  of being transferred by him; and

         (b)      shall lapse forthwith if he is adjudged bankrupt.

4.       Limits

(1)      No options shall be granted under the Plan or the WOP which would, at
         the time they are granted, exceed the limit set out in this Rule 4(1).

         That limit is that the number of shares which;

         (i)       shall have been issued; or

         (ii)      may be issued

         in pursuance of options granted under the Plan or the WOP in the
         period of 10 years beginning with 28th June, 1999 (which is subject to
         the requirement under Rule 3(2)(b) that Options may only be granted
         within 10 years after 28th June, 1996) must not exceed such number as
         represents 10 per cent of the ordinary share capital of the Company in
         issue at the time of grant of the options. In applying this Rule,
         Shares issued under any other employee share scheme adopted by the
         Company after 28th June 1999 (or Shares issued or capable of issue
         under any other share option scheme of the Company adopted after that
         date, as the case may be) shall also count against that limit.

(2)      No person shall be granted Options under the Plan which would, at the
         time they are granted, cause the market value of the Shares in the
         Company for which he may subscribe (but excluding those for which he
         has already subscribed) in pursuance of Options granted to him in the
         period of 10 years ending at that time, under the Plan or under any
         other share option scheme (other than a savings related scheme)
         adopted by the Company, to exceed 4 times the higher of the total
         remuneration (excluding benefits in kind) expressed as an annual rate

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                                       4

         payable by the Participating Companies to him as at that time and the
         total remuneration (excluding benefits in kind) received by him in any
         period of 12 months ending within the preceding 2 years in respect of
         his office or employment with the Participating Companies; and for the
         purposes of this sub-rule:

         (a)       any Option which shall have been released to any extent
                   shall be treated to that extent as if it were still
                   exercisable;

         (b)       shares in a Participating Company shall not be regarded as
                   benefits in kind;

         (c)       where a payment of remuneration is made otherwise than in
                   sterling, the payment shall be treated as being of the
                   amount of sterling ascertained by applying such rate of
                   exchange published in a national newspaper as the Board
                   shall reasonably determine; and

         (d)       a person's remuneration shall be deemed to include fees paid
                   to a company whose principal purpose is to provide his
                   services, being services of a nature which he would be
                   expected to perform as an employee of a Participating
                   Company, and being fees referable to those services and
                   exclusive of VAT.

(3)      For the purposes of this Rule, the market value of the Shares in
         relation to which an Option was granted shall be calculated:

         (a)       in the case of an Option granted under the Plan, as on the
                   day by reference to which the price at which Shares may be
                   acquired by the exercise thereof was determined in
                   accordance with Rule 3(3) above;

         (b)       in the case of an option granted under any option scheme
                   (other than a savings related scheme) approved by the Inland
                   Revenue, as at the time when it was granted or, in a case
                   where an agreement relating to the Shares has been made
                   under paragraph 29 of Schedule 9, such earlier time or times
                   as may be provided in the agreement; and

         (c)       in the case of any other option, as on the day or days by
                   reference to which the price at which shares may be acquired
                   by the exercise thereof was determined

         and the Board may adopt such exchange rate as it thinks fit for the
         conversion of one currency to another currency.

(4)      No person shall be granted an Option under the Plan if the number of
         Shares which may be acquired on exercise of that Option, when added to
         the number of Shares which have been or may still be acquired on the
         exercise of Options previously granted to him under the Plan, exceeds
         3% of the total of

         (a)       the number of Shares which have been or may still be
                   acquired on the exercise of Options previously granted to
                   all persons under the Plan, and

         (b)       the number of Shares still available for the grant of
                   Options under the Plan.

(5)      Any Option granted under the Plan shall be limited and take effect so
         that the above limits are complied with.

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                                       5

5.        Exercise of Options

(1)       The exercise of any Option granted under the Plan shall be effected in
          such form and manner as the Board may from time to time prescribe.

(2)       Subject to sub-rules (4) and (5) below and to sub-rules (1) and (3) of
          Rule 6 below, an Option granted under the Plan may not be exercised
          before the third anniversary of the Grant Date.

(3)       Subject to sub-rule (4) and paragraphs (a) and (c) of sub-rule (5) and
          paragraph (b) of sub-rule 7 below and to sub-rules (1) and (3) of Rule
          6 below, an Option granted under the Plan may not be exercised if the
          relevant condition is not satisfied; and in this sub-rule the relevant
          condition is a condition related to performance which constitutes a
          term specified by the Board as mentioned in Rule 3(1) above or, if
          there is no such condition, the condition in the Schedule hereto.

(4)       If any Participant dies before exercising an Option granted to him
          under the Plan and at a time when either he is a director or employee
          of a Group Member or he is or would but for sub-rule (3) above be
          entitled to exercise the Option by virtue of sub-rule (5) below, the
          Option may (and must, if at all) be exercised by his personal
          representatives within 12 months after the date of his death.

(5)       If any Participant ceases to be a director or employee of a Group
          Member (otherwise than by reason of his death), the following
          provisions apply in relation to any Option granted to him under the
          Plan:

          (a)       if he so ceases by reason of injury or disability, or by
                    reason only that his office or employment is in a company
                    which ceases to be a Group Member, or relates to a business
                    or part of a business which is transferred to a person who
                    is not a Group Member, the Option may (and subject to
                    sub-rule (4) above must, if at all) be exercised within the
                    exercise period;

          (b)       if he so ceases by reason of retirement on or after reaching
                    the age at which he is bound to retire in accordance with
                    the terms of his contract of employment (or, if there is no
                    such age, if he retires at all), the Option may (and subject
                    to sub-rule (4) above must, if at all) be exercised within
                    the exercise period, but subject to sub-rule (3) above;

          (c)       if he so ceases for any other reason, the Option may not be
                    exercised at all unless the Board shall so permit, in which
                    event it may (and subject to sub-rule (4) above must, if at
                    all) be exercised to the extent permitted by the Board
                    within the exercise period;

          and in this sub-rule the exercise period is the period which shall
          expire 12 months after his so ceasing or 42 months after the Grant
          Date, whichever shall be the latest.

(6)       Subject to sub-rule 6(A) below, a Participant shall not be treated for
          the purposes of sub-rule (5) above as ceasing to be a director or
          employee of a Group Member until such time as he is no longer a
          director or employee of any Group Member, and a female Participant who
          ceases to be such a director or employee by reason of pregnancy or
          confinement and who exercises her right to return to work under the
          Employment Rights Act 1996 before exercising an Option under the Plan
          shall be treated for those purposes as not having ceased to be such a
          director or employee.

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                                       6

(6A)      In the case of Options granted after 1st September 1999 (other than
          under the Approved Part), a Participant, who gives or is given notice
          to leave employment as a director or employee of a Group Member in any
          circumstances other than death or in those circumstances referred to
          in sub-rule (5)(a) or (b), shall, if he subsequently ceases to be in
          such employment, be treated for the purposes of sub-rule (5) above as
          ceasing to be a director or employee of a Group Member on the date on
          which that notice is given (and for the avoidance of doubt any
          purported exercise of the option during the period of notice shall be
          of no effect). If a Participant is given notice to leave employment as
          a director or employee of a Group Member and the Board subsequently
          uses its discretion under sub- rule (5)(c) to allow his Option to be
          exercisable, nothing in this sub- rule (6)A will make his Option lapse
          or cease to be exercisable.

(7)       Notwithstanding any other provision of the Plan, an Option granted
          under the Plan (a) may not be exercised after the expiration of the
          period of 10 years (or such shorter period as the Board may have
          determined before the grant thereof) beginning with the Grant Date
          (the last day of such period being the "Expiry Date"); and (b) in
          respect of any option granted after 1 September 1998, such option
          shall be exercisable for the period of four (4) months ending on the
          Expiry Date irrespective of whether the relevant condition (as that
          term is defined in Rule 5(3)) has been satisfied.

(8)       Within 30 days after an Option under the Plan has been exercised by
          any person, the grantor of the Option shall, in the case of a Share
          Option, procure the allotment or transfer to him (or a nominee for
          him) of the number of Shares in respect of which the Option has been
          exercised and, in the case of an ADS Option, procure the issue to him
          of a WPP Receipt evidencing the WPP ADSs in respect of which the
          Option has been exercised (including, if appropriate, by procuring the
          allotment or transfer of Shares to a Depository) unless:

          (a)       the Board considers that the issue or transfer thereof would
                    not be lawful in all relevant jurisdictions; or

          (b)       in a case where a Group Member is obliged to account for any
                    tax (in any jurisdiction) for which the person in question
                    is liable by virtue of the exercise of the Option, that or
                    another Group Member is unable to withhold the tax from his
                    remuneration nor has received payment from him of a
                    corresponding amount.

(8A)      The Board may agree with any Participant at any time that an Option
          granted under the Plan before 28th June, 1999 shall be treated as if
          it had been an ADS Option (and not a Share Option). The Board shall
          select such exchange rate as it considers appropriate for converting
          the price at which Shares may be acquired from sterling to U.S.
          dollars.

(9)       All Shares allotted under the Plan shall rank pari passu in all
          respects with the Shares of the same class for the time being in issue
          save as regards any rights attaching to such Shares by reference to a
          record date prior to the date of the allotment.

(10)      If Shares of the same class as those allotted under the Plan are
          listed in the London Stock Exchange Official List, the Company shall
          apply to the London Stock Exchange for any Shares so allotted to be
          admitted to that List.

6.        Takeover, Reconstruction and Winding-up

(1)       If any person obtains control of the Company (within the meaning of
          section 840 of the Taxes Act 1988) as a result of making a general
          offer to acquire Shares in the Company, or having obtained such

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                                       7

          control makes such an offer, the Board shall within 7 days of becoming
          aware thereof notify every Participant thereof and, subject to
          sub-rules (4), (5) and (7) of Rule 5 above, an Option granted under
          the Plan may be exercised within three months (or such longer period
          as the Board may permit) of such notification.

(2)       For the purposes of sub-rule (1) above, a person shall be deemed to
          have obtained control of the Company if he and others acting in
          concert with him have together obtained control of it.

(3)       If any person becomes bound or entitled to acquire Shares in the
          Company under sections 428 to 430F of the Companies Act 1985, or if
          under section 425 of that Act the Court sanctions a compromise or
          arrangement proposed for the purposes of or in connection with a
          scheme for the reconstruction of the Company or its amalgamation with
          any other company or companies, or if the Company passes a resolution
          for voluntary winding up, or if an order is made for the compulsory
          winding up of the Company, the Board shall forthwith notify every
          Participant thereof and any Option granted under the Plan may, subject
          to sub-rules (4), (5) and (7) of Rule 5 above, be exercised within one
          month of such notification, but to the extent that it is not exercised
          within that period shall (notwithstanding any other provision of the
          Plan) lapse on the expiration thereof.

(4)       The Board may determine (the determination to apply equally to all
          Options outstanding at the time) that the provisions of sub-rules (1)
          and (3) above will neither cause Options to become exercisable nor to
          lapse at different times than would otherwise be the case, if the
          Board considers that the Options will continue to be an appropriate
          incentive notwithstanding the changed circumstances, or that the
          position of Participants can be adequately preserved by the grant to
          them of some other right or rights in substitution for or addition to
          the existing rights.

7.        Variation of Capital

(1)       In the event of any increase or variation of the share capital of the
          Company (whenever effected), the Board may make such adjustments as it
          considers appropriate under sub-rule (2) below.

(2)       An adjustment made under this sub-rule shall be to one or more of the
          following:

          (a)       the number of Shares in respect of which any Option granted
                    under the Plan may be exercised;

          (b)       the price at which Shares may be acquired by the exercise of
                    any such Option:

          (c)       where any such Option has been exercised, but no Shares have
                    been allotted or transferred pursuant to such exercise, the
                    number of Shares which may be so allotted or transferred and
                    the price at which they may be acquired.

(3)       An adjustment under sub-rule (2) above may have the effect of reducing
          the price at which Shares may be acquired by the exercise of an Option
          to less than their nominal value, but only if and to the extent that
          the Board shall be authorised to capitalise from the reserves of the
          Company a sum equal to the amount by which the nominal value of the
          Shares in respect of which the Option is exercised and which are to be
          allotted pursuant to such exercise exceeds the price at which the same
          may be subscribed for and to apply such sum in paying up such amount
          on such Shares; and so that on exercise of any Option in respect of

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                                       8

          which such a reduction shall have been made the Board shall capitalise
          such sum (if any) and apply the same in paying up such amount as
          aforesaid.

(4)       As soon as reasonably practicable after making any adjustment under
          sub-rule (2) above, the Board shall give notice in writing thereof to
          any Participant affected thereby.

8.        Alterations

(1)       Subject to sub-rule (2) below, the Board may at any time alter or add
          to all or any of the provisions of the Plan, or the terms of any
          Option granted under it, in any respect.

(2)       No alteration or addition to the advantage of Participants shall be
          made under sub-rule (1) above to any Rule of the Plan without the
          prior approval by ordinary resolution of the members of the Company in
          general meeting other than a minor amendment to benefit the
          administration of the Plan, to take account of a change in legislation
          or to obtain or maintain favourable tax, exchange control or
          regulatory treatment for any Participant or Group Member.

(3)       As soon as reasonably practicable after making any alteration or
          addition under sub-rule (1) above, the Board shall give notice in
          writing thereof to any Participant affected thereby.

9.        Miscellaneous

(1)       The rights and obligations of any individual under the terms of his
          office or employment with any Group Member shall not be affected by
          his participation in the Plan or any right which he may have to
          participate therein, and an individual who participates therein shall
          by participating be deemed to waive any and all rights to compensation
          or damages in consequence of the termination of his office or
          employment for any reason whatsoever insofar as those rights arise or
          may arise from his ceasing to have rights under or be entitled to
          exercise any Option under the Plan as a result of such termination.

(2)       In the event of any dispute or disagreement as to the interpretation
          of the Plan, or as to any question or right arising from or related to
          the Plan, the decision of the Board shall be final and binding upon
          all persons.

(3)       The Company and any Subsidiary may provide money to the trustees of
          any trust or any other person to enable them or him to acquire Shares
          to be held for the purposes of the Plan (which Shares may be held by a
          Depository on behalf of any such trustees or other person) or enter
          into any guarantee or indemnity for these purposes, to the extent
          permitted by section 153 of the Companies Act 1985.

(4)       In the event that Shares are transferred to a Participant in pursuance
          of any Option granted under the Plan, the Participant shall, if so
          required by the person making the transfer, join that person in making
          a claim for relief under section 165 of the Taxation of Chargeable
          Gains Act 1992 in respect of the disposal made by him in effecting
          such transfer, should such relief be available.

(5)       Any notice or other communication under or in connection with the Plan
          may be given by personal delivery or by sending the same by post, in
          the case of a company to its registered office, and in the case of an
          individual to his last known address, or, where he is a director or
          employee of a Group Member, either to his last known address or to the

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                                       9

          address of the place of business at which he performs the whole or
          substantially the whole of the duties of his office or employment.

(6)       The Board may establish further plans based on the Plan but modified
          to take account of local tax, exchange control or securities laws in
          overseas territories, provided that any Shares made available under
          such further plans are treated as counting against the limits
          expressed in Rule 4(1) to (6).

10.       Withholding

(1)       The grant or exercise of any Option under this Scheme is subject to
          the condition that the grant or an exercise of the Option shall not be
          valid unless the Participant has, in addition to complying with the
          other requirements of this Scheme, paid or procured the payment to the
          Group Member which is his employer, or otherwise provided for (in a
          manner satisfactory to that Group Member or, if appropriate, the
          trustees of any employee benefit trust) an amount equal to the
          Taxation for which any Group Member may be liable by reason of that
          grant or exercise.

(2)       Without limitation to (1) above, the Company or any other Group Member
          which is a Participant's employer or the trustees of any employee
          benefit trust may withhold any amount and make such arrangements as it
          considers necessary which comply with applicable law to meet any
          liability to Taxation in respect of the grant, exercise or
          cancellation of Options or other event relating to Options or in
          respect of any benefit under this Scheme. These arrangements may
          include the sale of any Shares on behalf of a Participant, which the
          Participant is deemed to have authorised, to produce a cash sum
          sufficient to meet the Taxation liabilities referred to in this Rule
          10.

(3)       The Company may in its sole discretion waive the requirements set out
          in this Rule 10 in respect of any part of the Participant's employer's
          liability to Taxation, including in particular, any employer's
          liability to National Insurance Contributions.

(4)       In this Rule, "Taxation" means all forms of taxation or levy by any
          state or any political sub-division of a state and includes income
          tax, Pay as You Earn, National Insurance or other social security
          contributions, whether being the primary liability of the employer or
          the employee, or any other person.



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                                       10

                                    SCHEDULE

1.        The condition in this Schedule is that

          (i)       The average WPP TSR for a Relevant End Period exceeds the
                    average WPP TSR for a Relevant Base Period by an amount
                    which, expressed as a percentage, is greater than the
                    percentage by which the average FT-SE 100 TSR for the same
                    Relevant End Period exceeds the average FT-SE 100 TSR for
                    the same Relevant Base Period; and that the same shall have
                    been computed by the Company and communicated to the
                    Participant. The Company shall be obliged to perform the
                    calculation and communicate the result to the Participant
                    not later than the fifth working day following the end of
                    the calendar month in which the last weekday of the Relevant
                    End Period falls.

                    For the purposes of the paragraph above:

                    (a)       a Relevant Base Period is any period of 60
                              weekdays of which the last is the day 3 years
                              prior to the last weekday of the Relevant End
                              Period (or, if that day is not a weekday, the last
                              preceding weekday) and is not earlier than the
                              last weekday before the Grant Date (weekdays in
                              this Schedule being Monday to Friday inclusive,
                              including bank holidays);

                    (b)       a Relevant End Period is any period of 60
                              weekdays;

                    (c)       FT-SE 100 TSR on any day means the total
                              shareholder return figure for the index FT-SE 100
                              companies (currently known as the index of "total
                              return") published in the Financial Times in
                              respect of that day;

                    (d)       WPP TSR on any day means the total shareholder
                              return figure for the Company calculated on the
                              same basis as total shareholder return is
                              calculated for the purposes of FT-SE 100 TSR.

          AND

          (ii)      Looking at two associated financial years of the Company of
                    which the later one is the third financial year after the
                    earlier one, the earnings per Share of the Company for the
                    later one must have exceeded its earnings per share for the
                    earlier one by an amount which, when expressed as a fraction
                    of the last mentioned earnings per share, is not less than
                    ((R2-R1)/Rl) + 0.06, where R1 is the retail prices index for
                    the last month in the earlier year and R2 is the retail
                    prices index for the last month in the later year.

                    For the purposes of the paragraph above

                    (a)       the earnings per share of the Company shall be
                              taken to be its headline earnings per Share, as
                              calculated in accordance with the principles set
                              out in Statement of Investment Practice No.1 "The
                              Definition of IIMR Headline Earnings" issued by
                              The Institute of Investment Management and
                              Research, or shall be calculated on such basis as
                              shall have been determined by the Board before the
                              grant of the Option;

<PAGE>

                                       11

                    (b)       two financial years of the Company are associated
                              if the earlier one is not earlier than the
                              financial year of the Company last preceding the
                              Grant Date and the later one is not later than the
                              financial year of the Company last preceding the
                              date on which the Option is exercised;

                    (c)       "financial year" has the same meaning as in
                              section 742 of the Companies Act 1985;

                    (d)       the retail prices index is the general index of
                              retail prices (for all items) published by the
                              Central Statistical Office of the Chancellor of
                              the Exchequer or, if that index is not published
                              for the month in question, any substituted index
                              or index figures published by that Office.

2.        The Board may make such adjustments to the method of calculating WPP
          TSR, FT-SE 100 TSR, earnings per share or any other feature of the
          above condition as it considers appropriate to take account of any
          increase or variation of the share capital of the Company, any change
          to the calculation of FT-SE 100 TSR or to earnings per share or any
          other factors considered by the Board to be relevant.


<PAGE>

                                       12

                                   APPENDIX 1

This Appendix constitutes the Inland Revenue approved part of the WPP Executive
Stock Option Plan ("the Approved Part"). The terms of the Approved Part are
identical to those of the other part of the said scheme to which this Approved
Part is appended except as follows.

1.        In the definition of "Subsidiary" in Rule 1(1), add to the end words
          "and is under the control of the Company within the meaning of Section
          840 of the Taxes Act 1988".

2.        In Rule 2(3), add to the end the words "nor when he is not eligible to
          participate in the Plan by virtue of paragraph 8 of Schedule 9".

2A.       Only Share Options, and not ADS Options, shall be granted under the
          Approved Part.

3.        In Rule 3(1), after the word "Company", add the words "which satisfy
          the requirements of paragraphs 10 - 14 of Schedule 9".

4.        In Rule 3(2), after the words "general meeting", add the words ", the
          date on which the Approved Part is approved by the Inland Revenue
          under Schedule 9".

5.        In Rule 3(3)(a), add at the end the words "(or such other dealing day
          or days as may be agreed with the Inland Revenue)".

6.        In Rule 3(3)(b), delete the words "reasonably determined by the Board"
          and substitute the words "agreed in advance for the purposes of the
          Plan with the Shares Valuation Division of the Inland Revenue, on the
          Grant Date (or such other day as may be agreed with the Inland
          Revenue)".

7.        Add the following as Rule 4(3A):

          "No person shall be granted Options under the Approved Part which
          would, at the time they are granted. cause the aggregate market value
          of the Shares which he may acquire in pursuance of Options granted to
          him under the Approved Part or under any other share option scheme,
          not being a savings related share option scheme, approved under
          Schedule 9 and established by the Company or by any associated company
          of the Company (and not exercised) to exceed or further exceed
          (pound)30,000".

8.        In Rule 5(5), delete the words "or 42 months after the Grant Date" and
          substitute the words ",42 months after the Grant Date or 42 months
          after the last date prior to his so ceasing on which he exercised an
          option (not being one granted under a savings related share option
          scheme) in circumstances in which paragraphs (a) and (b) of Section
          185(3) of the Taxes Act 1988 applied".

8A.       Add the following after Rule 5(5)(b) as Rule 5(5)(bb):

          "if he so ceases by reason of redundancy (within the meaning of the
          Employment Rights Act 1996) the Option may not be exercised at all
          following such cessation".

8B.       In Rule 5(5)(c), delete the words "(including without limitation by
          reason of redundancy (within the meaning of the Employment Rights Act
          1996))".

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                                       13

8C.       In Rule 5(6A) delete the words "after 1st September 1999 (other than
          under the Approved Part" and replace those words with "18th May, 2000"

9.        Add the following as Rule 5(7A):

          "A Participant shall not be eligible to exercise an Option under the
          Plan at any time when he is not eligible to participate in the Plan by
          virtue of paragraph 8 of Schedule 9".

9A.       Rule 5(8A) shall not apply.

10.       Add the following as Rules 6(5) and (6):

          "(5)      (a)       If any company ("the acquiring company"):

                              obtains control of the Company as a result
                              of making -

                              (i)       a general offer to acquire the whole of
                                        the issued ordinary share capital of the
                                        Company which is made on a condition
                                        such that if it is satisfied the person
                                        making the offer will have control of
                                        the Company, or

                              (ii)      a general offer to acquire all the
                                        Shares in the Company which are of the
                                        same class as the Shares which may be
                                        acquired by the exercise of Options
                                        granted under the Plan, or

                    (b)       obtains control of the Company in pursuance of a
                              compromise or arrangement sanctioned by the court
                              under section 425 of the Companies Act 1985 or
                              Article 418 of the Companies (Northern Ireland)
                              Order 1986, or

                    (c)       becomes bound or entitled to acquire Shares in the
                              Company under sections 428 to 430F of that Act or
                              Articles 421 to 423 of that Order,

                    any Participant may at any time within the appropriate
                    period (which expression shall be construed in accordance
                    with paragraph 15(2) of Schedule 9), by agreement with the
                    acquiring company, release any Option granted under the Plan
                    which has not lapsed ("the old option") in consideration of
                    the grant to him of an option ("the new option") which (for
                    the purposes of that paragraph) is equivalent to the old
                    option but relates to shares in a different company (whether
                    the acquiring company itself or some other company falling
                    within paragraph 10(b) or (c) of Schedule 9).

          (6)       The new option shall not be regarded for the purposes of
                    sub-rule (5) above as equivalent to the old option unless
                    the conditions set out in paragraph 15(3) of Schedule 9 are
                    satisfied, but so that the provisions of the Plan shall for
                    this purpose be construed as if:

                    (i)       the new option were an option granted under the
                              Plan at the same time as the old option;

                    (ii)      except for the purposes of the definitions of
                              "Group Member", "Participating Company" and
                              "Subsidiary" in Rule 1(1) above and the reference
                              to "the Board" in Rule 5(7) above, the expression

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                                       14

                              "the Company" were defined as "a company whose
                              shares may be acquired by the exercise of options
                              granted under the Plan";

                    (iii)     the relevant condition referred to in Rule 5(3)
                              above had been satisfied; and

                    (iv)      Rule 8(2) below were omitted."

11.       At the start of Rule 7(1), add the words "Subject to sub-rule (2A)
          below".

12.       In Rule 7(1), delete the words "increase or."

13.       Add the following as Rule 7(2A):

          "At a time when the Plan is approved by the Inland Revenue under
          Schedule 9, no adjustment under sub-rule (2) above shall be made
          without the prior approval of the Inland Revenue."

14.       In Rule 8(1) delete the words "sub-rule (2)" and substitute the words
          "sub-rules (2), (2A) and (2B)".

15.       At the end of Rule 8(1), add the words "(having regard to the fact
          that, if an alteration or addition which does not solely relate to a
          special term is made at a time when the Plan is approved by the Inland
          Revenue under Schedule 9, the approval will not thereafter have effect
          unless the Inland Revenue have approved the alteration or addition)".

16.       Add the following as Rule 8(2A) and (2B):

          "(2A)     No alteration or addition to the disadvantage of any
                    Participant, other than to a special term, shall be made
                    under sub-rule (1) above unless:

                    (a)       the Board shall have invited every relevant
                              Participant to give an indication as to whether or
                              not he approves the alteration or addition, and

                    (b)       the alteration or addition is approved by a
                              majority of those Participants who have given such
                              an indication.

          (2B)      No alteration or addition which solely relates to a special
                    term subject to which an Option has been granted shall be
                    under sub-rule (1) above unless:

                    (a)       there shall have occurred an event which shall
                              have caused the Board reasonably to consider that
                              the special term would not, without the alteration
                              or addition, achieve its original purpose, and

                    (b)       the Board shall act fairly and reasonably in
                              making the alteration or addition."

17.       At the end of Rule 8(3), add the words "and if the Plan is then
          approved by the Inland Revenue under Schedule 9, to the Inland
          Revenue."

<PAGE>

                                       15

18.       Add as Rule 8(4):

          "Any reference in this Rule to a special term is a reference to a term
          specified by the Board as mentioned in Rule 3(1) above or a term of
          the Schedule hereto".

19.       Delete Rule 9(6).



<PAGE>

                                       16

                                   APPENDIX 2

          Special Rules Applicable to Grants of Incentive Stock Options

1.        Options granted in accordance with the Plan (either including or
          excluding Appendix 1 thereto) may be designated as "Incentive Stock
          Options" ("ISOs") within the meaning of section 422 of the United
          States Internal Revenue Code of 1986, as amended (the "U.S. Tax
          Code").

2.        The aggregate number of Shares (including Shares comprised in any WPP
          ADS) for which ISOs may be granted under Appendix 2 shall not exceed
          73,811,500.

3.        The class of persons who may receive ISOs shall, in addition to the
          limitations imposed by Rule 2 of the Plan, be limited to those persons
          who are employees of the Company or its "parent" or "subsidiary"
          corporations within the meaning of sections 424(f) and (g),
          respectively, of the U.S. Tax Code.

4.        In addition to any other restrictions contained in the Plan, ISOs
          shall not be transferable otherwise than by will or the laws of
          descent and distribution. During the lifetime of the person to whom an
          ISO is granted, the ISO shall be exercisable only by such person.

5.        To the extent that the aggregate market value of Shares (including
          Shares comprised in any WPP ADS) with respect to which ISOs are
          exercisable (determined without regard to this sentence) for the first
          time by a Participant during any calendar year (under all plans or
          schemes of the Company or its "parent" and "subsidiary" corporations
          within the meaning of sections 424(f) and (g), respectively, of the
          U.S. Tax Code) exceeds US $100,000, such Options shall to the extent
          of such excess be treated as Options which are not ISOs. For the
          purposes of the preceding sentence, the market value of any Shares
          (including Shares comprised in any WPP ADS) subject to an ISO shall be
          determined at the time such ISO is granted.

6.        This schedule shall be deemed to be included within the Plan as
          adopted by shareholders for the purpose of any ISO grants.


<PAGE>

                                       17

                                    APPENDIX 3

                                      India

The Plan will apply to options granted to residents in India with the following
modifications:

1.        Notwithstanding any other provision of the Plan, a person is eligible
          to be granted an option under this Appendix if (and only if) he is a
          full-time director or qualifying employee (as defined in Rule 2(2)) of
          a Participating Company (whether or not the Company itself) resident
          in India.

2.        Notwithstanding any other provision of the Plan, the exercise of an
          option will only take effect on the date on which the shares acquired
          by virtue of that exercise are sold by the Participant.

3.        Notwithstanding any other provision of the Plan, an option granted to
          a Participant under this Appendix shall not be capable of being
          transferred by that Participant except as provided in Rule 5(4) (in
          the event of a Participant's death).

4.        Notwithstanding any other provision of the Plan:

          (a)       any exercise of an option by a Participant is only effective
                    if, and to the extent that, the net proceeds (that is, after
                    taking account of dealing costs and any interest on the
                    money, if any, lent to the Participant to facilitate the
                    exercise of the option) from the immediate sale of the
                    shares acquired by the exercise of that option would be not
                    less than the price at which the Participant is able to
                    acquire the shares by virtue of that option;

          (b)       in the event that the net proceeds from the sale of shares
                    acquired by the exercise of an option by a Participant on
                    the day of acquisition of such shares would be less than the
                    price at which the Participant may acquire the shares by
                    virtue of that option, with the result that there would be a
                    shortfall between the acquisition price and the net proceeds
                    of such sale, any purported exercise of the option will not
                    take effect.

5.        Further to 4 above, and notwithstanding any other provision of the
          Plan, neither the Company nor any Participating Companies make any
          representation or guarantee as to whether an intended exercise of an
          option by a Participant on any given day will be effective, and
          neither the Company nor any Participating Company shall be considered
          to be or held accountable or liable in any way for the inability of a
          Participant to exercise his option as a consequence of the
          restrictions on exercise set out in 4 above.

6.        The exercise of an option granted under this Appendix shall be
          effected in the following manner:

          (a)       The exercise shall be deemed to take effect, if at all, 3
                    working days after the receipt by the Company of the
                    Participant's notice of his intention to exercise it.

          (b)       Assuming that the Company is able to establish that the
                    condition referred to in paragraph 4(a) above is met, a
                    third party selected by the Company will lend the option
                    exercise price to the Participant by way of transferring the
                    sum directly to the Company.

<PAGE>

                                       18

          (c)       The Company will then issue the shares to a nominee for the
                    Participant, which nominee will be a company controlled by a
                    firm of stockbrokers nominated by the Company.

          (d)       The nominee will sell the shares in question on the
                    Participant's behalf.

          (e)       The nominee will receive the sale price and deduct from this
                    dealing costs and the interest, if any referred to in
                    paragraph 4(a) above.

          (f)       As soon as practicable the remaining balance will be
                    converted into Indian Rupees at the best rate reasonably
                    obtainable on the foreign exchange markets and the resulting
                    sum (net of costs of conversion) remitted to the
                    Participant.

6.        The Plan shall be administered by the Board or a committee appointed
          by it and any determination by it shall be final for the purposes of
          the Plan's administration in respect of employees of a Participating
          Company (whether or not the Company itself) resident in India.


<PAGE>

                                       19


                                   APPENDIX 4

                                    Belgium


The Plan will apply to Options granted to residents of Belgium after 1 January
1999 with the following modifications.

1.        In Rule 3(4), a further sub-rule (c) shall be added as follows:

          "(c)      shall be cancelled if he notifies the Company that he
                    refuses to accept the Option within 60 days of the date of
                    the Company's communication to him in respect of the
                    Option."

2.        In Rule 5(2), delete the words:

                    "the third anniversary of the Grant Date"

          and substitute the words

                    "the 1 January following the third anniversary of the Grant
                    Date."

3.        In Rule 5(4), delete the words:

          "within 12 months after the date of his death."

          and substitute the words

          "in the later of the period of 12 months commencing with the date of
          his death or the period of 6 months commencing on 1 January following
          the third anniversary of the Grant Date."

4.        In Rule 5(5), delete the words:

          "and in this sub-rule the exercise period is the period which shall
          expire 12 months after his so ceasing on 42 months after the Grant
          Date, whichever shall be the latest"

          and substitute the words

          "and in this sub-rule the exercise period is the period which shall
          commence on the 1 January following the third anniversary of the Grant
          Date (the "Third Anniversary") and expire 12 months after his so
          ceasing or 6 months after the Third Anniversary, whichever shall be
          the latest."


<PAGE>

                                       20

                                   APPENDIX 5

                                   Netherlands


          The Plan will apply to Options granted to residents of the Netherlands
          with the following alterations:

          1.        Rule 5(7) shall be deleted and replaced by the following in
                    substitution:-

          "(7)      Notwithstanding any other provision of the Plan, an Option
                    granted under the Plan may not be exercised after the
                    expiration of 4 years (or such shorter period as the Board
                    may have determined before the grant thereof) beginning with
                    the Grant Date."

          2.        Rule 10 shall be amended by the insertion of the following
                    sub-rule:

          "(5)      Without prejudice to sub-rules (1) to (4) above, each Option
                    is granted subject to the condition that, upon such Option
                    becoming exercisable in accordance with the Rules of the
                    Plan, the Participant will pay or procure the payment to the
                    Group Member which is his employer or otherwise provide for
                    (in a manner satisfactory to that Group Member or, if
                    appropriate, the trustees of any employee benefit trust), an
                    amount equal to Taxation which any Group Member or the
                    trustees of any employee benefit trust may be required to
                    withhold on the Participant's behalf by reason of that
                    Option becoming exercisable. No Option in the Netherlands
                    may be exercised, unless the Participant has complied with
                    his obligations under this Rule 10(5)."





<PAGE>

                                       21

                                   APPENDIX 6

                                   Switzerland

The Plan will apply to Options granted to the residents of Switzerland on or
after 1 January 2002 with the modification that in Rule 5(7) the words "and six
months" be inserted after the words "10 years".