USA SERVICE AGREEMENT

Reference

CEN/CEN/WPP.0002-01015

(1)

PAUL WINSTON GEORGE RICHARDSON of 721 5th Avenue, Apartment 31A, New York, NY 10022. (“the Executive”)

(2)

WPP GROUP USA, INC., a Delaware Corporation with its principal offices located at 125 Park Avenue, New York, New York 10017-3529, USA (“the Company”)

1

DEFINITIONS

1.1

In this Agreement, the following definitions apply:

2

APPOINTMENT

2.1

The Company agrees to employ the Executive and the Executive will continue to serve the Company as Finance Director reporting to the Board.

3

DURATION OF EMPLOYMENT

3.1

The employment of the Executive will continue on the terms of this Agreement with effect from the Commencement Date and shall continue (subject to earlier termination hereunder) until terminated by either party giving twelve (12) months’ written notice to the other. Upon any such notice of termination having been given by either party then for the avoidance of doubt it is hereby agreed that any entitlement by the Executive to the benefits of STIP and PSP (each as defined in Schedule 2 of this Agreement) as provided for in Schedule 2 shall be determined on the basis that such notice had been served in full even if this were not the case (save if such notice was reduced by reason of the Company terminating this Agreement pursuant to clause 18.1 hereof).

4

DUTIES

4.1

The Executive will devote all his working time and skill to the business of the Company and its subsidiaries other than the time when the Executive is required to provide services to the Parent in accordance with the UK Employment Contract. He will carry out his duties diligently and properly exercise the powers assigned to him by the Board. He will do his best to promote the interests of the Company and any other Group Company and not knowingly do or willingly permit to be done anything that causes prejudice, loss or injury to the Company or any Group Company.

4.2

The Company may require the Executive to carry out different or additional duties as long as they are consistent with his status and position in the Company.

4.3

The Executive will carry out the lawful orders of the Board and will comply with the Company’s or any other Group Company’s rules, policies and procedures, as applicable to him and as amended from time to time. None of these rules, policies or procedures will give him any contractual rights, unless they expressly provide otherwise.

4.4

The Executive will promptly give to the Board (in writing if required) all information, explanation and assistance that the Board may require in connection with the business or affairs of the Company or any other Group Company and his employment.

4.5

Without prejudice to the other obligations of the Executive, the Executive will comply with all rules promulgated by the Company, the Parent or any Group Company in relation to owning or trading securities.

5

HOURS OF WORK

5.1

The Executive shall work such hours as may from time to time reasonably be expected of him and as are consistent with his appointment. There are no normal working hours for the Executive. The Company acknowledges that the Executive has obligations under the UK Employment Contract for the provision of his services which will affect the time during which and the times at which he can discharge his duties under this Agreement.

6

PLACE OF WORK

6.1

The Executive will be based at 125 Park Avenue, New York, New York 10017-5529, United States of America or such other office of the Company or the Parent which, for the time being, shall be located in New York City.

6.2

The Executive’s place of work may be changed (but only upon obtaining the prior written consent of the Executive) to another location whether within or outside the United States of America on either a temporary or indefinite basis as may be reasonably necessary for the proper performance of his duties.

6.3

The Executive may be required to travel both throughout and outside the United States of America and particularly to the United Kingdom on the business of the Company, the Parent or any Group Company.

7

REMUNERATION

7.1

The Company will pay the Executive in respect of the obligations carried out by the Executive under the terms of this Agreement a gross base salary of Four Hundred and Twenty Thousand Pounds (£420,000) per annum (inclusive of any Director’s fees) payable by equal monthly installments in accordance with the Company’s payroll practices for the time being in force. Payment will be by direct bank transfer into the Executive’s bank account. The Executive’s salary will be reviewed in accordance with the Parent’s policies in place from time to time.

7.2

The Executive will also be eligible to participate in the Incentivisation Plans referred to in Schedule 2 subject to the rules governing each of those plans from time to time. Subject to clauses 1.4, 2.5 and 2.6 of Schedule 2 of this Agreement, if the Executive has given or received notice to terminate his employment or his employment has terminated for any other reason, he will immediately forfeit all entitlements and other rights he may have in respect of any Incentivisation Plan applicable to him.

7.3

During his employment the Company will procure that the Parent shall provide for the benefit of the Executive the following benefits and/or insurances:

(a)

private medical expenses insurance for the benefit of the Executive, his wife and all their dependent children and his dependent children by his former partner. In the event that the Company or any Group Company discharges the cost of any private medical expenses for the benefit of the Executive’s former partner then and in any such event the Executive shall forthwith reimburse such costs to the Company or relevant Group Company;

(b)

permanent health insurance;

(c)

life assurance (at the rate of 7 times the aggregate of the gross annual salary from time to time payable under this Agreement and also under the UK Employment Contract),

7.4

Nothing in clause 7.3 shall confer any enforceable rights against the Company in favor of any of the Executive’s dependants or any other third party including without limitation any third party beneficiary rights.

7.5

The Executive shall also be eligible to receive such other benefits as are provided by the Company or by the Parent to other Executives at the same or similar level of the Executive from time to time.

7.6

Where the Company makes any credit card available to the Executive, he will:

(a)

take good care of such card and immediately report any loss of such card to the Board; and

(b)

use the card only for the purposes of the Company’s business and in accordance with any applicable Company policy.

8

COMPANY CAR ALLOWANCE AND HOUSING ALLOWANCE

8.1

The Company will pay to the Executive an annual car allowance of Twenty Thousand Pounds (£20,000). This allowance will be reviewed in accordance with the Company’s policy from time to time and will be paid to him in arrears on a monthly basis together with his salary and less such deductions as required by law.

8.2

The Company will pay to the Executive an annual housing allowance of Fifty-two thousand and eight hundred US Dollars ($52,800) net after all taxes. This allowance will be reviewed from time to time as agreed by the parties and will be paid to him in arrears on a monthly basis together with his salary and less such deductions as are required by law.

9

PENSION

9.1

It is agreed between the Parties that an appropriate funding mechanism for the payment of the Executive’s pension or payment of his pension or payment or provision in lieu thereof and which will be no less favorable than his current pension arrangements with the Parent to be put in place as soon as is reasonably practicable and in any event not any later than 31 May 2005. For the avoidance of doubt the appropriate funding shall be at the rate which shall be agreed between the parties from time to time but shall not be less than twenty per cent (20%) of the aggregate gross base salary from that time payable under the provisions of this Agreement and the UK Employment Contract.

10

DEDUCTIONS

10.1

The Executive hereby authorises the Company to deduct from his remuneration (which for this purpose includes all and any salary, commission, bonus, holiday pay, sick pay and pay in lieu of notice) all debts or sums owed by the Executive to the Company or any Group Company including but without limitation the balance outstanding of any loans (and interest where appropriate) by the Company to the Executive.

11

EXPENSES

11.1

The Company shall, subject to the provision of proper receipts, reimburse to the Executive all reasonable traveling, accommodation and other expenses, which the Executive incurs in the performance of his duties under this Agreement.

12

VACATION

12.1

In addition to the usual public holidays in the United States of America during which banks located in the State of New York are required to be closed, the Executive is entitled to 20 working days’ paid vacation in each calendar year to be taken at times approved by the Board and in any event shall be taken at the same time as the Executive’s holiday entitlement from the Parent. The Executive’s entitlement to vacation time will accrue pro rata throughout each year of employment. The ^E xecutive shall be entitled to carry forward any working days not taken as vacation in any year to the next calendar year but such carry over vacation will be deemed as having been taken in full in that next calendar year whether or not the Executive has actually taken such carry over vacation (in whole or part).

12.2

The Company reserves the right to require the Executive to take any accrued but untaken vacation during any notice period. If the Company exercises its right under clause 17.1 to place the Executive on Garden Leave, the Executive shall be deemed to take any outstanding vacation during that period.

12.3

Where the Executive has at the date of termination taken more or less vacation time than his then accrued entitlement, a proportionate adjustment will be made by way of an addition to or a deduction from (as appropriate) his final gross pay calculated on a pro rata basis. One day’s pay for these purposes is 1/260 ^th of the Executive’s annual base salary.

13

OTHER ACTIVITIES DURING EMPLOYMENT

13.1

In addition to the obligations of the Executive under clause 4 (duties) and subject always to the Executive’s obligations under the UK Employment Contract, during his employment hereunder the Executive will not:

(a)

be involved, in any capacity, in providing services, directly or indirectly, to any other person in respect of any business which is similar to or which does or might reasonably be expected to compete or conflict with any aspect of the business of the Company or the Parent or any other Group Company or might materially affect the proper and efficient performance of his duties under this Agreement, unless he has first obtained the Board’s consent in writing; or

(b)

introduce to any other person, firm, company or organisation not being a Group Company business of any kind with which the Company or the Parent or any other Group Company for which he has performed services is or may be able to deal.

13.2

The restrictions contained in clause 13.1 will not prevent the Executive from making passive investments in any publicly held company provided that the Executive’s beneficial ownership of any class of such company’s securities does not exceed 1% of the outstanding securities of such class or prevent him from continuing his association with ICG as a non-executive director and shareholder on the same basis as exists at the date of this Agreement.

13.3

Subject to any written regulations issued by the Company applicable to the Executive, neither the Executive nor the Executive’s Immediate Relatives shall be entitled to receive or obtain directly or indirectly any discount, rebate, commission or other benefit in respect of business transacted (whether or not by the Executive) by or on behalf of the Company or any Group Company, and if the Executive, any of the Executive’s immediate Relatives or any company or business entity in which the Executive or they are interested shall directly or indirectly obtain any such discount, rebate, commission or other benefit the Executive shall forthwith account to the Company or any Group Company the amount received or the value of benefit obtained.

14

INCAPACITY

14.1

Subject to the Company’s right to terminate this Agreement, the Company shall pay the Executive full salary for a maximum of 26 weeks (whether or not consecutive) of incapacity in any period of 12 months.

14.2

The Executive agrees to have a medical examination and tests, at any time if requested to so by the Board and by a doctor of the Board’s choice in which case the charges will be met by the Company. The Executive will authorise the doctor(s) responsible for such medical examination to disclose and discuss with the Company and/or its medical advisers the results. He will also authorise his own doctor to disclose and discuss with the Company and/or its medical advisers any information about his health or medical record having an actual or potential bearing upon his ability to perform his duties under this Agreement.

15

CONFIDENTIALITY

15.1

The Executive agrees to comply with the provisions in Part 1 of Schedule 1 in order to protect the legitimate interests of the Company or of all and any Group Company in relation to Confidential Information.

16

RETURN OF PROPERTY

16.1

All plans, designs, specifications, price lists of clients, correspondence, papers, memoranda, notes, records, videos, tapes and all copies of the foregoing (including such as may be contained in electronic or magnetic media or other forms of computer storage), charge and credit cards which come into the possession of the Executive and which relate to the performance of his services hereunder or to the business of the Company or the Parent or any other Group Company or any Joint Venture Business (including financial information relating to the Company, any Group Company or Joint Venture Business, business methods/know-how or marketing strategy or the identity or requirements or terms of dealing of its suppliers or clients) shall at all times be and remain the property of the Company or the Parent or the relevant Group Company or the relevant Joint Venture Business and the Executive shall not use the same or cause or permit any party whatsoever to use the same except for the benefit of the Company or the Parent or the relevant Group Company or the relevant Joint Venture Business and in the proper performance of his duties.

16.2

If asked to do so by the Company at any time during his employment or automatically when the Executive’s employment ends or if the Executive is required to take Garden Leave in accordance with clause 17.1, the Executive will return to the Company all property referred to in clause 16.1 which is In his possession or under his control and shall not retain any copies, notes or extracts. If required, the Executive shall sign an undertaking confirming that he has complied with this clause and the Company may withhold any sums then owing to him until he has provided the same.

16.3

The Executive will co-operate with any request made by the Company either during or after the termination of his employment to provide access (including passwords and any codes) to any computer or other equipment (electronic or otherwise) in his possession or under his control which contains Information relating to the Company or any Group Company or the Parent or any other Group Company or any Joint Venture Business or its or their business. The Executive agrees to permit the Company to