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Directors' interests

Ordinary shares

Directors' interests in the Company's share capital, all of which were beneficial, were as follows1:

  At 1 Jan
2007 or
appointment
  Shares acquired
through long-term
incentive plan
awards in 2007
  Movement
during
2007
inc. shares
purchased
At 31 Dec
2007
or earlier
retirement or
  Shares acquired
through long-term
incentive plan
awards in 20082
Other
movements
since
At
  date   Vested (sold)   in 2007 resignation   Vested (sold) 31 Dec 2007 24 April 2008
C Day 5,240     5,240   5,240
E Dyson 35,000     35,000   35,000
O Gadiesh      
D Komansky 10,000     10,000   10,000
P Lader 11,950     11,950   11,950
C Mackenzie 30,000     30,000   30,000
S W Morten 20,000     20,000   20,000
K Naganuma5      
L Olayan      
J A Quelch 12,000     12,000   12,000
M Read3, 6 23,070   8,746 (3,594)   220 28,442   53,886 (22,138) 60,190
P W G Richardson3, 6 188,176   52,454 (26,280)   214,350   154,249 (77,280) 291,319
J Rosen 5,000     7,000 12,000   12,000
T Shriver4       5,000 5,000
P Spencer 10,000     10,000   10,000
Sir Martin Sorrell3, 6, 7, 8, 9 13,644,401   97,914   (134,228) 13,608,087   2,947,094 16,555,181

Notes

1 Save as disclosed above and in the Report of the Compensation Committee, no director had any interest in any contract of significance with the Group during the year.
2 Further details of long-term incentive plans are given in the notes.
3 Each executive director has a technical interest as an employee and potential beneficiary in shares in the Company held under the ESOPs. As at 31 December 2007, the Company's ESOPs held in total 43,889,384 shares in the Company (51,134,155 in 2006).
4 Timonthy Shriver was appointed to the Board in August 2007.
5 K Naganuma is a director of Asatsu-DK, which at 24 April 2008 had interests in 31,295,646 shares representing 2.65% of the issued share capital of the Company.
6 Interests include investment shares committed to the 2005, 2006 and 2007 awards under Renewed LEAP but do not include matching shares from these plans, if any.
7 Sir Martin Sorrell gifted 134,228 shares to the JMMRJ Sorrell Foundation, a charity providing benefits for educational institutions, cancer research and other charitable purposes.
8 Includes 2,823,786 shares pursuant to the vesting of LEAP 2004-2007, the receipt of which has been deferred until November 2011.
9 Includes 3,636,950 shares which originally formed part of the Capital Investment Plan (an award in respect of 4,691,392 shares in total, some of which have been received by Sir Martin Sorrell) and now comprise the UK and US Deferred Stock Units Awards Agreements.


Option Awards held by executive directors in the year ended 31 December 2007

  Grant/
Award
date
Exercise
price
At 1 Jan
2007
(no. of
shares)
Granted
(lapsed)
2007
(no. of
shares)
Exercised
2007
(no. of
shares)
Share price
on exercise
Value on
exercise
At 31 Dec
2007
(no. of
shares)
Share
price
31 Dec
20071
Percent-
age of
maximum
vesting
potential
M Read2 Nov 2003 £5.595 10,615 10,615 £6.470 100%
  Oct 2004 £5.535 9,879 9,879 £6.470 100%

Notes

1 Share price 12-month high/low: £5.765/£7.875.
2 All option awards were granted prior to becoming an executive director.


ESA and Restricted Stock Awards held by executive directors in the year ended 31 December 20071,2

  Award
date
No. of
shares
originally
awarded
Dividend
shares6
Total
shares
vesting
Vesting
date
Share
price on
vesting
Value on
vesting
Sir Martin Sorrell 24.02.063 119,505     06.03.08
  23.02.073 104,587     02.03.09    
P W G Richardson 24.02.063 67,390     06.03.08
  08.05.073 75,441     02.03.09
M Read 06.03.054 19,262     06.03.08
  10.03.054 4,816 142 4,958 10.03.07 £7.641 £37,886
  24.02.063 32,684     06.03.08
  16.03.065 3,601     16.03.10
  23.02.073 30,798     02.03.09
  27.04.075 9,526     16.03.11

Notes

1 These awards which are made on satisfaction of previous performance conditions are subject to continuous employment until the vesting date.
2 Grants made in relation to 2007 ESA award were made on 3 March 2008.
3 Grant made in relation to ESA awards.
4 Grants prior to becoming a Board Member.
5 Grant made in relation to the Annual Bonus Deferral Program.
6 Additional shares granted in lieu of dividends during the vesting period.


Other Long-Term Incentive Plan awards

Performance Share Plan awards to directors up to and including 31 December 20071,2,3

  Grant
date
Share
price on
grant date
At
01.01.07
(no. of shares)
Granted
(lapsed)
2007
(no. of shares)
Performance
period ends
Vested
06.03.07
(no. of shares)
Share
price on
vesting
At
31.12.07
(no. of shares)
Value
received
from vested
awards
Percentage
of maximum
vesting
potential
M Read 30.04.04 £5.56 6,646 (2,858) 31.12.06 3,788 £7.407 £28,058 57%
P W G Richardson 30.04.04 £5.56 92,025 (39,571) 31.12.06 52,454 £7.407 £388,527 57%
Sir Martin Sorrell 30.04.04 £5.56 171,779 (73,865) 31.12.06 97,914 £7.407 £725,249 57%

Notes

1 No awards have been made under PSP since 2004.
2 The comparator group for this award was as follows (for companies which subsequently delisted, the date of delisting is shown in brackets): Aegis Communications, Arbitron, Dentsu, Digitas, Grey Global Group (delisted March 2005), Gfk, Havas Advertising, Ipsos, Omnicom, Publicis, Taylor Nelson Sofres, Interpublic and VNU. Details of the treatment of delisted companies for the purposes of TSR calculation are set out in note 1 to the table on Renewed LEAP below.
3 The performance condition relates WPP's Total Shareholder Return (TSR) compared to the TSR results for a comparator group of communications services companies. No vesting takes place if the WPP TSR is below the median TSR result for the comparator group and the full vesting occurs if WPP TSR is at least equal to the second highest result within the comparator group. Between these levels awards vest on a sliding scale according to TSR performance.


Renewed Leadership Equity Acquisition Plan1

  At median level of performance   At maximum level of performance
Name Grant/
award
date
Share
price on
grant date
Performance
period
Share
units
Number of
matching
units at
01.01.07
Granted/
(lapsed)
units
Number of
matching
units at
31.12.07
  Number of
matching
units at
01.01.07
Granted/
(lapsed)
units
Number of
matching
units at
31.12.07
M Read 15.12.05 £6.175 01.01.05 - 31.12.09 Ords 15,255   15,255   50,850   50,850
  15.11.06 £6.84 01.01.06 - 31.12.10 Ords 24,788   24,788   82,625   82,625
  11.12.07 £6.23 01.01.07 - 31.12.11 Ords   22,311 22,311     74,370 74,370
P W G Richardson 28.10.04 £5.535 01.01.04 - 31.12.07 Ords 37,168   37,168   123,892   123,892
  15.12.05 £6.175 01.01.05 - 31.12.09 Ords 122,037   122,037   406,790   406,790
  15.11.06 £6.84 01.01.06 - 31.12.10 Ords 99,153   99,153   330,510   330,510
  11.12.07 £6.23 01.01.07 - 31.12.11 Ords   89,246 89,246     297,485 297,485
Sir Martin Sorrell 28.10.04 £5.535 01.01.04 - 31.12.07 Ords 1,238,899   1,238,899   4,129,664   4,129,664
  15.12.05 £6.175 01.01.05 - 31.12.09 Ords 305,091   305,091   1,016,970   1,016,970
  15.11.06 £6.84 01.01.06 - 31.12.10 Ords 234,804   234,804   782,680   782,680
  11.12.07 £6.23 01.01.07 - 31.12.11 Ords   223,113 223,113     743,710 743,710

Notes

1 All awards shown in the above table, are dependent on WPP's TSR performance against a comparator group over the relevant performance period and maintenance of a participant's holding of Investment Shares and continued employment throughout the Investment Period. The comparator group for the awards made in 2004 comprises of Aegis, Arbitron, Dentsu, Digitas, Gfk, Grey Advertising, Havas Advertising, Interpublic, Ipsos, Omnicom Group, Publicis, Taylor Nelson Sofres, and VNU. The comparator group for the awards made in 2005 remained the same with the exception of the removal of Digitas and Grey Advertising. The comparator group for the awards made in 2006 and 2007 was the same as for the awards in 2005 with the exception of the removal of VNU. Where a company delists during the performance period, the committee deems this to be a disposal and the proceeds are treated as being reinvested in an index that tracks the TSR of the remaining companies.



Jeffrey Rosen
Chairman of the Compensation Committee
on behalf of the Board of Directors of WPP Group plc
24 April 2008